Evaluation Software Licence Agreement

Evaluation Software Licence Agreement

QUICKSCRIPTS is a trading name of Ctalk Limited, a company registered in England and Wales. The company’s registered office is at Wolseley House, Staffordshire Technology Park, Stafford, England, ST18 0GA (“QUICKSCRIPTS”), and the LICENSEE hereby agree as follows:

1. Definitions

Terms used herein shall have the following definitions:

LICENSEE: The person who has requested a Trial Licence and accepted the responsibility for ensuring that all usage of the QUICKSCRIPTS PROGRAM(s) complies with the terms of this Software Licence Agreement.

QUICKSCRIPTS PROGRAM: The computer program(s) supplied and furnished by QUICKSCRIPTS to the LICENSEE under the terms of this Software Licence Agreement, including the QUICKSCRIPTS documentation for such program(s).

LICENSE KEY: The license key supplied by QUICKSCRIPTS for use with QUICKSCRIPTS PROGRAM(s).

2. Delivery and Documentation

QUICKSCRIPTS agrees to provide executable versions of each QUICKSCRIPTS PROGRAM. LICENSEE shall install the QUICKSCRIPTS PROGRAM in accordance with documentation and materials furnished by QUICKSCRIPTS.

QUICKSCRIPTS shall provide the LICENSEE with electronic versions of the documentation for the QUICKSCRIPTS PROGRAM(s).

3. Licence

QUICKSCRIPTS hereby grants to LICENSEE and LICENSEE accepts from QUICKSCRIPTS a non-exclusive, non-transferable, royalty-free licence solely for evaluation purposes.

4. Restrictions on Use

LICENSEE agrees not to

  1. modify, reverse compile, disassemble, or otherwise reverse engineer any QUICKSCRIPTS PROGRAM, or allow anyone else to do so (except only to the extent such prohibition is contrary to applicable law);
  2. attempt to access or use portions of the QUICKSCRIPTS PROGRAM code for which LICENSEE has not acquired a licence; or
  3. except as specifically authorised herein, distribute or transfer the QUICKSCRIPTS PROGRAM.

LICENSEE also agrees not to remove or destroy any proprietary markings or legends or any LICENSE KEY(s) or similar security devices placed upon or contained within any QUICKSCRIPTS PROGRAM.

Each QUICKSCRIPTS PROGRAM shall be used by the LICENSEE only for the purpose of evaluating suitability of the program for the LICENSEE's proposed applications. For the avoidance of any doubt all output generated from any QUICKSCRIPTS PROGRAM including models, input files, images including screenshots shall not be used for commercial or research purposes, publications, or presentations without the express written consent of QUICKSCRIPTS. All files provided by QUICKSCRIPTS and all output generated from these files shall remain the property of QUICKSCRIPTS and shall not be used for purposes other than internal evaluation.

Any use of any QUICKSCRIPTS PROGRAM for a commercial purpose or to produce meshes having commercial value, including any project or mesh of a type performed in the normal course of a business or practice, is prohibited.

LICENSEE shall not use any QUICKSCRIPTS PROGRAM for the purpose of developing products which compete with the QUICKSCRIPTS PROGRAMs. In no event shall LICENSEE make all or any part of any QUICKSCRIPTS PROGRAM available to any third person as part of a data services operation or application services provider or otherwise.

All use of any QUICKSCRIPTS PROGRAM shall be under the direct supervision and control of the LICENSEE. LICENSEE hereby asserts to be fully cognisant of the terms and conditions of this Software Licence Agreement, and to have the authority to exercise such supervision and control.

LICENSEE understands and acknowledges that it is granted only those rights set out in this Software Licence Agreement and no other rights.

5. Ownership

LICENSEE acknowledges and agrees that this Software Licence Agreement does not grant LICENSEE any title or rights of ownership in any QUICKSCRIPTS PROGRAM or any right to use, copy, transfer or disclose all or any portion of any QUICKSCRIPTS PROGRAM except as expressly provided in this Software Licence Agreement.

All right, title, and interest in any QUICKSCRIPTS PROGRAM and in any ideas and know-how which are developed by QUICKSCRIPTS in the course of providing any technical services, including any enhancements or modifications made to a QUICKSCRIPTS PROGRAM, shall at all time remain the property of QUICKSCRIPTS. LICENSEE acknowledges and agrees that the QUICKSCRIPTS PROGRAM is licenced, not sold.

6. Duration

The licence granted under this Software Licence Agreement shall commence for each QUICKSCRIPTS PROGRAM on the date that the licence key for that QUICKSCRIPTS PROGRAM has been sent to the LICENSEE.

Unless earlier terminated as provided in Section 12 (Termination), the licence as to any QUICKSCRIPTS PROGRAM licenced on a periodic basis shall continue until the end of the initial licence period agreed in writing with QUICKSCRIPTS. If no licence period is agreed elsewhere in writing, the licence shall terminate thirty (30) days from receipt of the Licence Key, at which time the LICENSEE must return or delete all copies of that QUICKSCRIPTS PROGRAM.

7. Charges and Payment

QUICKSCRIPTS will provide LICENSEE trial licence free of all charges and fees for the period agreed in writing.

8. Maintenance, Enhancement and Support

Support for the duration of the trial licence will be provided at QUICKSCRIPTS sole discretion and may be conditioned upon payment of fees.

9. Non-Disclosure

For a period of ten (10) years from the last date that QUICKSCRIPTS delivers to LICENSEE any QUICKSCRIPTS PROGRAM or any update or improvement thereto, LICENSEE shall

  1. keep confidential and utilise its best efforts to prevent unauthorised disclosure or use of any QUICKSCRIPTS PROGRAM, and
  2. treat all QUICKSCRIPTS PROGRAM(s) with the same degree of care as it treats like information of its own which it does not want to be publicly disclosed or the subject of unauthorised access or use, and
  3. not make or permit to be made any more copies of any QUICKSCRIPTS PROGRAM than are necessary for the LICENSEE's internal use of that QUICKSCRIPTS PROGRAM.

The obligations in this Section shall not extend to any part of any QUICKSCRIPTS PROGRAM which is now or hereafter publicly known by virtue of disclosures not attributable to LICENSEE, its agents, employees, consultants, contractors, or any other person or entity under similar restriction not to make such disclosures.

10. Warranty

There is no express warranty provided for evaluation licence.

11. Limitation of Liability

LICENSEE expressly acknowledges that:

  1. QUICKSCRIPTS shall not be liable for loss of profit, loss of business, or other financial loss which may be caused, directly or indirectly, by the inadequacy of any QUICKSCRIPTS PROGRAM for any purpose or use thereof or by any defect or deficiency therein.
  2. QUICKSCRIPTS shall not have any liability with respect to any loss or damage related to or arising from:
    1. any failure of any QUICKSCRIPTS PROGRAM to perform as specified herein except as and to the extent otherwise expressly provided herein; or
    2. any use or application of any QUICKSCRIPTS PROGRAM or the results or decisions made or obtained by users of the QUICKSCRIPTS PROGRAM.
  3. The total of QUICKSCRIPTS liabilities to LICENSEE for damages, if any, shall not exceed the amounts paid by the LICENSEE under this Software Licence Agreement during the twelve (12) months preceding the assertion of LICENSEE claim.
  4. No action, regardless of form, arising out of any transaction under this Software Licence Agreement may be brought by LICENSEE more than one year after the LICENSEE has, or by the exercise of reasonable diligence should have had, knowledge of the occurrence which gives rise to such action.

12. Termination

Evaluation Licences will terminate automatically on the expiration date if not renewed pursuant to the terms of the Licence as further defined in Section 6 (Duration) above.

  1. QUICKSCRIPTS shall have the right without further obligation or liability to LICENSEE to terminate this Software Licence Agreement and LICENSEE's licence hereunder as to any QUICKSCRIPTS PROGRAM.
  2. The following obligations shall survive termination of the Software Licence Agreement for any reason: (i) LICENSEE's obligations under Sections 9 (Non-Disclosure); and (ii) Paragraph (c) of this Section. Termination of this Software Licence Agreement will not relieve either
  3. Upon the termination of this Software Licence Agreement as to any QUICKSCRIPTS PROGRAM, the licence and all other rights granted to LICENSEE as to that QUICKSCRIPTS PROGRAM hereunder shall immediately cease, and LICENSEE shall immediately:
    1. i. return that QUICKSCRIPTS PROGRAM to QUICKSCRIPTS including all documentation, manuals and copies in respect of that QUICKSCRIPTS PROGRAM;
    2. ii. purge all copies of that QUICKSCRIPTS PROGRAM and any portions thereof from all CPU's and storage media and devices on which LICENSEE has placed or allowed others to place that QUICKSCRIPTS PROGRAM; and
    3. iii. upon request provide QUICKSCRIPTS with written certification that LICENSEE has complied with its obligations under this Paragraph 12(c).

13. General Provisions

  1. LICENSEE shall not have the right to assign or otherwise transfer its rights or obligations under this Software Licence Agreement except with the written consent of the other party.
  2. This Software Licence Agreement shall be governed by and construed in accordance with the laws of England & Wales and the parties agree to submit to the exclusive jurisdiction of the English courts, and shall not be governed by the United Nations Convention on the International Sale of Goods.
  3. This Software Licence Agreement supersedes all proposals, oral or written, and all negotiations, conversations or discussions heretofore had between the parties related to this Software Licence Agreement. LICENSEE acknowledges that it has not been induced to enter into this Software Licence Agreement by any representations or statements, oral or written, not expressly contained herein. The terms and conditions of this Software Licence Agreement shall prevail, notwithstanding any variance with the terms and conditions of any order or other instrument submitted by LICENSEE.
  4. This Software Licence Agreement supersedes any and all other Software Licence Agreements between the parties governing QUICKSCRIPTS PROGRAM(s).
  5. This Software Licence Agreement shall not be deemed or construed to be modified, amended, rescinded, cancelled or waived, in whole or in part, except by written amendment signed by the parties hereto.
  6. The obligations of LICENSEE under Sections 4 (Restrictions on Use) and 9 (Non-Disclosure) hereof are of a special and unique character which gives them a peculiar value to QUICKSCRIPTS for which QUICKSCRIPTS cannot be reasonably or adequately compensated in damages in the event LICENSEE breaches such obligations. Therefore QUICKSCRIPTS shall, in addition to other remedies which may be available, be entitled to injunctive and other equitable relief in the event of the breach or threatened breach of such obligations.