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Software License Agreement
Sections in Red ink are subject to change in the final license agreement you will receive upon successful purchase.
- Definitions. The terms in respect to the agreed contract shall be known as:
- Licensed Product, (the product being licensed)
- Parys Technografx Ltd, the licensor, the company producing Licensed Product;
- Licensee, pursuant to this Agreement;
- "Application", being an application or tentative or working title of an application that Licensee wishes to add Licensed Product to pertaining to this Agreement;
- Agreement means this agreement, its recitals, clauses and any schedule of this agreement;
- Party means a party to this Agreement and its successors, trustees and permitted assigns;
- Schedule means a schedule of this Agreement.
- Subscription Period means the period of time specified in the Schedule during which the Support Services stated in Agreement apply
- Interpretation. In the interpretation of this Agreement unless the context otherwise requires:
- Words denoting a person shall include corporations, statutory corporations, partnerships, joint ventures, associations, boards, governments or semi-government agencies or authorities.
- Words denoting the singular shall include the plural and vice versa.
- Money references are references to British Sterling.
- Headings used in this Agreement are for convenience and ease of reference only, and are not part of this Agreement and shall not be relevant or affect the meaning or interpretation of this Agreement.
- Every obligation, covenant, Agreement, condition express or implied in this Agreement and entered into by more than one party shall bind them jointly and each of them severally.
- If any provision or part provision of this Agreement is held invalid, unenforceable or illegal for any reason, this Agreement shall remain otherwise in full force apart from such provision or part provision, which shall be deemed deleted.
- End User License Agreement. The following information is as per the normal contractual Agreement applicable to ALL users and licensees of Licensed Product without exception, be they commercial licensees or non-commercial users.
- Licensed Product's names, sources, documentation and binaries and source code contained within the distributed archive are copyright (c) Parys Technografx Ltd (2005)
- The contents of Licensed Product distribution archive may not be redistributed, reproduced, modified, transmitted, broadcast, published or adapted in any way, shape or form, without the prior written consent of the owner, Parys Technografx Ltd, be it by tangible or non tangible media, in accordance with the rules set out by the Agreement.
- License grant and terms.
- Parys Technografx Ltd agrees, upon payment, to provide Licensee with the Software Development Kit (SDK) associated with Licensed Product upon purchase of one (1) product license as detailed by the Agreement. The SDK is provided in CD format. Parys Technografx Ltd agrees, upon payment, to allow Licensee to use Licensed Product for one (1) commercial Application only, under the terms of a 'Product License' in "Application" made by the licensee. This means Licensee is given permission to use Licensed Product in no more than one (1), "Application" with intent to make profit.
- Parys Technografx Ltd acknowledges and agrees that Licensee retains all right, title and interest in the "Application" in which Licensed Product is incorporated.
- Licensee does not have the right and must not redistribute Licensed Product or charge money for Licensed Product or any derivative except as integrated in the "Application".
- Restrictions. Except as otherwise expressly permitted in this Agreement, Licensee may not:
- decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for Licensed Product (except to the extent applicable laws specifically prohibit such restriction or source code is already available);
- redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to Licensed Product;
- expose Licensed Product’s API for calling by any application other than “Application” in any way;
- remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in Licensed Product.
- Proprietary Rights. Title, ownership rights, and intellectual property rights in Licensed Product shall remain in Parys Technografx Ltd. Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Parys Technografx Ltd's ownership of or rights with respect to Licensed Product. Licensed Product is protected by copyright and other intellectual property laws and by international treaties.
- Support Services. During the Subscription Period, Parys Technografx Ltd shall, from Commencement Date:
inform Licensee of any Licensed Product releases, major as well as minor, and provide Licensee with the new releases upon Licensee’s request;
- provide email support in relation to all reasonable questions asked by Licensee in relation to Licensed Product and provide responses within a reasonable time period, extraneous circumstances permitting;
- correct any critical bugs in Licensed Product as soon as practicable.
- Waiver
- No right of Parys Technografx Ltd under this Agreement shall be deemed to be waived except by notice in writing signed by Parys Technografx Ltd. Such a waiver by Parys Technografx Ltd shall not prejudice its rights in respect of any subsequent breach of this Agreement by Parys Technografx Ltd.
- Any express statement of a right of Parys Technografx Ltd under this Agreement is without prejudice to any other right of Parys Technografx Ltd expressly stated in this Agreement or arising at law.
- Governing law and jurisdiction
- This Agreement is governed by the laws of England and Wales.
- Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
- Entire Agreement
- This Agreement constitutes the entire Agreement between the parties for the subject matter referred to in this Agreement. Any prior arrangements, agreements, representations or undertakings are superseded.
- This Agreement is not to be construed as creating a joint venture, partnership or agency situation between the Parties and neither Party may represent such. Under no circumstances may any Party obligate or bind the other Party to any agreements, arrangements, contracts or understanding or represent that they have such authority.
- Order of Precedence: 1) This Agreement; 2) Any Schedule to this Agreement.
- Acceptance.
By signing this contract, Licensee understands the conditions laid out herein, and accepts them fully.
- Termination.
- Without prejudice to any other rights, Parys Technografx Ltd may terminate this Agreement if Licensee breaches any of its terms and conditions. Upon termination, Licensee shall destroy all copies of Licensed Product.
- Survival. The provisions of this Agreement, which are capable of having effect after the expiration of this Agreement, shall remain in full force and effect following the expiration of this Agreement.
- Fees
The license fee and payment will be as specified in the Schedule.
- Disclaimer of Warranty. LICENSED PRODUCT IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT IT IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF LICENSED PRODUCT IS BORNE BY LICENSEE. SHOULD LICENSED PRODUCT PROVE DEFECTIVE IN ANY RESPECT, LICENSEE AND NOT PARYS TECHNOGRAFX LTD ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. IN ADDITION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF LICENSED PRODUCT IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PARYS TECHNOGRAFX LTD BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE LICENSED PRODUCT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, PARYS TECHNOGRAFX LTD’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THIS LICENSE (IF ANY) AND FEES FOR SUPPORT OF LICENSED PRODUCT RECEIVED BY PARYS TECHNOGRAFX LTD UNDER A SEPARATE SUPPORT AGREEMENT (IF ANY). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. PARYS TECHNOGRAFX LTD IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH LICENSED PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT.
- Miscellaneous.
- This Agreement may be amended only in writing signed by both parties.
- If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect.
- The controlling language of this Agreement is English.
- A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.
- The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination.
- Licensee may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein except in the case of a merger or the sale of all or substantially all of Licensee's assets to another entity.
- This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.
- Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.
- The relationship between Parys Technografx Ltd and Licensee is that of independent contractors and neither Licensee nor its agents shall have any authority to bind Parys Technografx Ltd in any way.
- If any dispute arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith.
- If any professional services are being provided by Parys Technografx Ltd, then such professional services are provided pursuant to the terms of a separate Agreement between Parys Technografx Ltdand Licensee. The parties acknowledge that such services are acquired independently of Licensed Product licensed hereunder, and that provision of such services is not essential to the functionality of such Licensed Product.
- Parys Technografx Ltd may use Licensee's name in any customer reference list or in any press release issued by Parys Technografx Ltd regarding the licensing of Licensed Product.
17. Schedule.
License Type |
To be decided |
Subscription Period |
To be decided |
License Term |
Perpetual |
Licensed Product |
To be decided |
License Fee |
To be decided |
Payment Method |
Bank |
Commencement Date |
To be decided |
Licensor
Contact person
Address |
Parys Technografx Ltd
Stephen Parys
Parys House,
6 Lothian Park,
St.Asaph,
Denbighshire,
LL17 0BY
UK
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Licensee
Contact person
Address |
To be decided
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