1.1. In this software evaluation license ("License"): "the End User" is the Licensee of the Software; "Implementation Date" is the date on which the End User installs the Software on its computer system; "Intellectual Property Rights" is all intellectual property rights including without limitation all rights in patents, copyright, design rights, service marks, logos, trade secrets, database rights, trademarks (whether registered or unregistered) and all applications for the same, anywhere in the world; "Request Order" is the request completed by the End User and sent as an offer by the End User to SN Systems to enter into this License; "SN Systems" is SN Systems Limited, a private limited company registered in England and Wales (no. 02436957) whose registered office is at Redcliff Quay, 120 Redcliff Street, Bristol, BS1 6HU, England; "Software" is the software development tool known as "Tuner for PSP™" consisting of Tuner and Target Manager together with any related user documentation which may be published by SN Systems from time to time; "Third Party Software" is any third party software incorporated into the Software;
1.2. Terms used in this License shall, where appropriate, be construed in accordance with their common usage in the UK computer industry.
1.3. In the event of any inconsistency between this License and the Request Order, the provisions set out in this License shall apply.
2.1. By installing the Software on its computer system, the End User has demonstrated its acceptance of the terms and conditions of this License.
2.2. In consideration of the rights and obligations set out below SN Systems grants to the End User on the following terms for the purposes of evaluating the Software on compatible hardware only a royalty free, non-transferable and non-exclusive License to use the Intellectual Property Rights in the Software in object code form commencing on the Implementation Date.
2.3. The End User may only enter into one evaluation License in respect of the Software.
2.4. The medium upon which the Software is provided remains the property of SN Systems.
2.5. Risk in the Software medium passes to the End User on delivery.
2.6. The Licensee hereby agrees to comply with and be subject to terms and conditions provided to the Licensee from time to time relating to Third Party Software including (without limitation) such terms and conditions referred to in the Appendix.
3.1. This License is not a sale of the original software or any copy. The End User acknowledges that SN Systems and its suppliers (where applicable) remain the owners of the Intellectual Property Rights in the Software and/or the Third Party Software and the End User does not acquire any such rights by installing or using the Software and/or the Third Party Software.
3.2. SN Systems gives no warranty as to the ownership of the Intellectual Property Rights in the Third Party Software.
4.1. This License is personal to the End User. The End User may not use, copy, modify, decompile, reverse engineer, disassemble, transfer, rent, lease, sub-contract, or transfer the rights in the Software or any copy, modification or merged portion thereof in whole or in part, except as expressly permitted by Sections 50 (A) and 50 (B) of the Copyright, Designs and Patents Act 1988 or where expressly provided for in this License.
4.2. The End User may not remove or interfere with any proprietary notices or labels on, in or relating to the Software.
5.1. SN Systems may audit the use of the Software by the End User to ensure that the terms and conditions of this License are being complied with on the giving of reasonable advance written notice. This right will not be exercisable more than is reasonably necessary. The End User hereby grants to SN Systems all necessary access to any premises used by or under the End User's control. If an audit reveals that the End User has not complied with the terms of this License, then without prejudice to any other rights SN Systems may have, SN Systems shall be immediately entitled and the End User shall pay SN Systems the license fee (charged at SN Systems' current rates) that should have been paid by the End User plus the reasonable costs of audit.
6.1. This License may be terminated by SN Systems in its absolute discretion immediately without notice for any reason. This License shall terminate automatically if the End User enters into a Standard User License with SN Systems in respect of the Software.
6.2. Termination for whatever reason shall be without prejudice to any rights of either party under this License which may have accrued up to the date of termination.
6.3. Upon termination (for whatever reason) (save where the End User enters into a Standard User License in respect of the Software) the End User shall immediately:
6.3.1. cease use of the Software and shall delete or destroy all copies of the Software in the End User's possession or control including without limitation erasure of the Software from the storage media of any computer; and
6.3.2. return by pre-recorded post the CD ROM supplied by SN Systems to the End User under this Licence.
6.4. The following terms shall survive termination of this License: 3.2, 7.1, 7.2, 7.3, 8, 10.1, 10.2, 10.4 and 10.6.
7.1. The Software and user documentation are free and therefore provided "as is". All representations, conditions, warranties whether expressed or implied (by statute or otherwise) are excluded to the fullest extent permitted by law. In particular, but without limitation, SN Systems excludes any representation, condition or warranty: (a) that the Software will meet the End User's requirements; (b) that the operation of the Software will be uninterrupted or virus or error free; or (c) regarding the use or the results of the use of the Software in terms of its correctness, accuracy, reliability or compatibility with any hardware or operating system.
7.2. The End User shall load and use the Software at the End User's own risk. SN Systems shall not (subject to the terms contained in clause 7.3) in any circumstances (including if SN Systems has been negligent) be liable in connection with this License, its subject matter or any products produced by third parties and supplied with the Software for: (a) any direct or consequential loss or damage at all (whether arising in the ordinary course of business or otherwise); or (b) any loss of business, data, capital, profit, or goodwill; or (c) for any special, indirect, consequential, incidental or punitive damages howsoever caused including without limitation any damages arising as a result of connections to any other computer systems or consoles whether arising in tort, contract, statutory duty or otherwise even if SN Systems was previously advised of the possibility of such damages.
7.3. Nothing in this License will apply so as to limit or exclude any liability SN Systems may have to the End User resulting from death or personal injury caused by the negligence of SN Systems or any fraud or fraudulent misrepresentation made to the End User by SN Systems.
The End User hereby agrees to fully and effectively indemnify and keep SN Systems fully and effectively indemnified against any claims by any third parties, losses or expenses (including legal costs) SN Systems incurs in connection with any claim made against it arising out of a breach by the End User of this License.
9.1. SN Systems may provide support services from time to time in respect of the Software but reserves the express right in its absolute discretion to interrupt, withdraw, suspend, modify and terminate the provision of such services in such manner at such time as it sees fit and offer the services for such support fee it considers appropriate.
10.1. This License shall be governed by the laws of England and Wales and subject to the exclusive jurisdiction of the Courts of England and Wales. If any provision of this License is void or unenforceable under English Law, such a provision is, to the extent of such invalidity, deemed to be omitted and the remainder of this License unaffected. The jurisdiction agreement in this clause is made for the benefit of SN Systems only, and SN Systems reserves the right to apply for injunctive relief in the court of any jurisdiction to protect any intellectual property right of, or claim by SN Systems.
10.2. This License (and any documents referred to in it) sets out the entire agreement and understanding between SN Systems and the End User in connection with its subject matter save in respect of fraudulent misrepresentations.
10.3. Failure by either party to exercise or enforce any rights, or the giving of any forbearance, delay or indulgence, will not be construed as a waiver of its rights under this License or otherwise. Any express waiver of any breach of this License shall not be deemed to be a waiver of any subsequent breach.
10.4. Save as provided in this clause, neither party to this License will disclose to any third party or use any of the other's confidential information unless that confidential information was publicly known (other than by breach of this License) at the time of disclosure. For the purposes of this clause, confidential information includes, without limitation, any information contained in the Software, the documentation or any trade secrets or know-how of SN Systems or the End User as applicable. This provision shall not apply where disclosure is required by law or by any regulatory authority.
10.5. SN Systems may, at its sole discretion, change any terms of this License by posting a new version of the License on SN Systems' web-site. Such new terms will take effect thirty (30) days after posting on SN Systems' web-site. The End User's use of the SN Systems web-site after such changes are posted will constitute the End User's acceptance of the new License terms. If the End User does not agree to the new terms it may terminate this License on notice to SN Systems.
10.6. Nothing in this License confers on any third party any benefits under the provisions of the Contracts (Rights of Third Parties) Act 1999.
10.7. Nothing in this License or contained on the SN Systems web-site will constitute an offer by SN Systems to provide the Software, the Third Party Software, user documentation, or support to any person.
None.