IMPORTANT - READ CAREFULLY: This End User Licence Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Boldon James Ltd (Boldon James). In this EULA the term PROGRAM means computer software, the associated media, any printed documentation, and any "online" or electronic documentation. By installing, copying or otherwise using the PROGRAM, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, then Boldon James are unwilling to license the PROGRAM to you. In such event, you may not use or copy the PROGRAM, and you should contact promptly Boldon James for instructions on return of the unused product(s) for a refund.
Throughout this EULA and unless the context requires otherwise, references to the singular include the plural and vice versa, references to any gender include each other gender, references to persons include individuals, bodies corporate, unincorporated associations, partnerships and other legal entities.
Boldon James makes the basic version of the classifier PROGRAM available free of charge. All other PROGRAM versions are licenced by Single Payment or by Subscription as identified by Boldon James or your supplier. Support and Maintenance of all versions is chargeable
This EULA grants you the following rights:
1 PROGRAM USAGE
1.1 PROGRAM. You may install and use one copy of the PROGRAM, for each computer or user as defined in the relevant purchase order or the current price list.
1.2 LICENCE DURATION. The licence may be used either in perpetuity or for a fixed duration depending on the commercial agreement between you and Boldon James. On expiry you agree to delete all copies of the PROGRAM and where relevant to return all issued media containing the PROGRAM to Boldon James.
1.3 NETWORK SERVICES. If the PROGRAM includes functionality that enables a computer to act as a network server, then this PROGRAM will be configured to limit the number of concurrent sessions. The basic network services are more fully described in the printed or online materials accompanying the PROGRAM.
1.4 NETWORK USE. You may also store or install a copy of the PROGRAM to allow your other computers to use the PROGRAM over an internal network, and distribute the PROGRAM to your other computers over an internal network. However, you must acquire and dedicate a licence for the PROGRAM for each computer or user as defined in the relevant purchase order or price list on which the PROGRAM is used or to which it is distributed. A licence for the PROGRAM may not be shared or used concurrently on different computers.
1.5 BACKUP COPIES. You shall have no right to make any copies except for two copies of the PROGRAM made and used for safe keeping and backup purposes. Such copies shall show the name and version number of, and shall contain any proprietary notices contained in, the PROGRAM, and title to such copies shall vest automatically in Boldon James when the same come into existence. The provisions of this EULA shall apply to such Copies as they apply to the PROGRAM.
1.6 PROGRAM DEVELOPMENT TOOLKITS. If the PROGRAM is a Development Toolkit then this PROGRAM may only be used as a single user Development Licence unless otherwise authorised. Unless you have specifically purchased additional Run-Time licences for use of products, built or derived from this PROGRAM, THEN YOU HAVE NO RIGHTS TO DISTRIBUTE OR USE ANY SUCH DERIVED PRODUCT.
1.7 DERIVED PRODUCTS. If, as a result of using a Boldon James Toolkit, you wish to distribute derived products then you must possess a valid Licence Agreement for those derived products. The unlicensed distribution or use of PROGRAM, built or derived from the TOOLKIT will be construed as a significant breach of this agreement. IT IS THE RESPONSIBILITY OF THE USER OF THE PROGRAM TO ENSURE THAT BOLDON JAMES RIGHTS (AS PER THIS LICENCE) ARE PROTECTED IN ANY DERIVED PROGRAM ITEM.
1.8 INTEGRATION WITH THIRD PARTY APPLICATION PRODUCTS. If the PROGRAM is supplied as an integrated component within a third party application this EULA confers a right to use the PROGRAM only in conjunction with that application.
1.9 SUPPORT and MAINTENANCE. This licence does not include any support or maintenance with the exception of that described under section 7, Warranty. Boldon James offers a separate Support and Maintenance agreement should this be required.
2 DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
2.1 MODIFICATION. You have no right to make any modification or alteration to the PROGRAM and shall do nothing in respect of the PROGRAM which is not expressly permitted in this EULA except with Boldon James's prior written consent.
2.2 LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the PROGRAM, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
2.3 SEPARATION OF COMPONENTS. The PROGRAM is licensed as a single product. Its component parts may not be separated for use on more than one computer.
2.4 PROGRAM TRANSFER. None of the your rights under this EULA (including in particular the Licence) may be assigned, mortgaged, charged, exercised by others or otherwise disposed of and you are not entitled to grant any sub-licence or consent to any third party to exercise any of these rights.
2.5 TERMINATION. Without prejudice to any other rights, Boldon James may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the PROGRAM and all of its component parts.
3 PROTECTION AND SECURITY
3.1 COPYRIGHT, PATENT AND INTELLECTUAL PROPERTY. You acknowledge that all copyright, patent and other intellectual property rights in respect of the PROGRAM and all copies remain the sole and exclusive property of Boldon James.
3.2 CONFIDENTIALITY. You agree that you will keep, and will ensure that your relevant employees and contractors keep, the PROGRAM, and all copies, together with all information they contain, strictly confidential and in your possession and:-
(i) will take all reasonable precautions to ensure that no unauthorised person may remove the PROGRAM or a copy from your premises;
(ii) will not use any of them for any purpose save as authorised by this EULA;
(iii) will not disclose any of them to anyone, save only that you may disclose them to those of your employees and contractors as need to receive them for the purposes of exercising any of the rights granted to you in this EULA;
(iv) will notify those of your employees and contractors referred to in Clause 3.2 of the provisions of this Clause 3 and ensure that they comply with its terms and will inform Boldon James as soon as reasonably practicable after they become aware of any breach of those terms or other use of the PROGRAM or documentation or any copy not authorised by Boldon James;
(v) will not remove, obscure or omit any proprietary or similar notices or statements included in the PROGRAM.
4 LOCATION
You agree to notify Boldon James in writing on request with details and evidence of the location of the PROGRAM and all copies.
5 INDEMNITY
You agree to keep Boldon James indemnified against all costs, expenses, losses, claims and demands whatever suffered or incurred by it in connection with any breach by you of its obligations in respect of the PROGRAM. In particular (but without limitation) in the event that a third party makes any unauthorised use of any PROGRAM or any copy and such use results in any such breach then (without prejudice to any other rights or remedies Boldon James may have) you will pay Boldon James on demand an amount equal to fees which would have been payable if Boldon James had licensed such PROGRAM or copy to that third party at the start of the unauthorised use on Boldon James's standard terms and at its standard rates applicable at the time. Boldon James's certificate as to such amount shall be conclusive and binding in the absence of fraud. Your obligations under this Clause shall remain in force notwithstanding termination of the EULA, however that may arise.
6 PATENT AND COPYRIGHT INDEMNITY
Boldon James agrees to indemnify you against any legal and other professional expenses it may reasonably incur in defending any proceedings brought against it in respect of a claim that your use of the PROGRAM or Documentation in accordance with this EULA infringes any United Kingdom patent or any right to copyright under English Law, and agrees that it will pay any costs and damages which are awarded in or agreed in settlement of such proceedings, in each case subject to and conditional upon compliance by you with the following conditions:
(i) You will promptly give Boldon James notice of full details of any such claim or threatened claim of which it is aware and of the commencement of any such proceedings;
(ii) You will in all respects compromise, contest, admit or appeal any such claim and any adjudication relating to it as Boldon James shall direct but not otherwise; and
(iii) Boldon James shall have no liability under this Clause in respect of the settlement of any claim unless the terms of that settlement shall have been previously approved in writing by Boldon James.
In the event that the PROGRAM becomes or is reasonably expected by Boldon James to become the subject of a claim for infringement of any such patent or copyright as is mentioned in Clause 5, then Boldon James shall at its option:-
(i) procure the right for you to continue using the relevant items; or
(ii) replace or modify the item to make it non-infringing, so long as any replacement or modification shall be compatible with and in all material respects equivalent or superior to the original item (and so that you shall use any such replacement or modification as from the date when the same is supplied to you in substitution for the original item).
This Clause sets out Boldon James's entire liability, under this EULA, or otherwise, in respect of the claims and proceedings relating to Patent and Copyright.
7 WARRANTY
Boldon James warrants to you that the media in which each or any Program is embodied and delivered to you will be free from material defects for a period of sixty (60) days from delivery of such Program to you. Boldon James' entire liability and your exclusive remedy under this warranty will be to replace the defective media returned to Boldon James within the warranty period. Boldon James does not warrant that the Program will meet your requirements or that operation of the Program will be uninterrupted or that the Program will be error-free.
This WARRANTY Clause and the earlier PATENT AND COPYRIGHT INDEMNITY Clause contain all the warranties, representations and other commitments on the part of Boldon James in relation to the rights to be provided by it under this EULA, and replace and cancel all other commitments and obligations in contract or tort, express or implied, or of any other kind. In particular:-
(i) Any statements in promotional or other literature or brochures do not give rise to legal liabilities save to the extent incorporated in this EULA expressly or by reference;
(ii) You accept that you are solely responsible for evaluating the suitability of the PROGRAM for your purposes, and their compatibility with other equipment or services used by you.
Boldon James shall have no liability or obligation under any of the Warranties in respect of any PROGRAM or Documentation to the extent that it could have been reduced or avoided by you using a later release of the item concerned and which had been supplied to you, whether free or for a charge.
8 REMEDIES
Your rights and remedies set out in this EULA are exclusive of any other rights and remedies at law or in equity, save as set out below.
8.1 PERSONAL INJURY OR DEATH Boldon James does not seek to exclude or limit any liability it may have to you for death or personal injury caused by negligence.
8.2 PERIOD OF GRACE Boldon James shall have no liability for any breach of any of its obligations under the Warranties unless it has failed substantially to remedy the same within 30 days following written notice from you to Boldon James specifying the breach, referring to this Clause and given within 30 days of the occurrence of the breach.
8.3 LIMITATION OF LIABILITY Any liability Boldon James may have to pay any damages or other sums to you, either for breach of its obligations under Clause 7 or (notwithstanding and without prejudice to the provisions of this EULA) in contract or tort or any other way, however arising, other than damages coming within the scope of Clause 8.1 PERSONAL INJURY shall be limited to the amounts paid to Boldon James by you for the Programs that gave rise to any claim and shall not extend to damages or other sums in respect of claims for anticipated profits or revenues or loss of business or goodwill or claims by third parties or other consequential or indirect losses however caused.
9 TERMINATION
The Licence shall terminate forthwith in the event of any breach by you of any of its material obligations under this EULA. Such termination to be without prejudice to any other rights Boldon James may have in respect of such breach.
10 GENERAL
Boldon James shall not be liable to you and shall not be or be deemed to be in default by reason solely of any delay or failure in its performance under this EULA resulting from causes beyond its reasonable control (including without limitation employee disputes, failure of contractors and suppliers, transportation difficulties and government action) provided that Boldon James has used all reasonable efforts to mitigate their consequences, on the basis that in the case of a scarcity of resources Boldon James may allocate its resources between third parties to whom it has obligations in such manner as it may in good faith determine. Any time period for any performance by Boldon James shall be increased by any period of such delay or failure affecting that performance.
11 UNENFORCEABLE TERMS
If any term of this EULA is illegal or unenforceable for any purpose then the other provisions shall remain in full force and effect and this EULA shall be read and construed for such purpose as if such term had not been included herein. Boldon James and you shall agree in good faith a replacement provision as closely equivalent as possible which is legal and enforceable.
12 WAIVER
Each of Boldon James's rights under this EULA is additional to any other rights it may have under this EULA or by Statute, common law or otherwise. An effective waiver by Boldon James of any of its rights under this EULA shall not constitute waiver of any other right. To be effective, a waiver must be in writing specifying the right so waived and signed by a director of Boldon James and (in particular) delay by Boldon James in enforcing any of its rights shall not constitute a waiver of that or any other right or of any other breach of that right nor otherwise prevent Boldon James from enforcing them, and exercise of any right shall not prevent exercise of any other right in respect of the same or any other matter.
13 ASSIGNMENT
Boldon James shall be entitled to assign all or any of its rights and/or obligations hereunder and references to Boldon James shall be deemed to include its successors and assigns.
14 HEADINGS
The headings to this EULA are for convenience only and shall not be taken into account in construing it.
15 NOTICES
All notices to be given under this EULA shall be in writing and shall be duly served if delivered personally or sent by Fax or sent by recorded delivery post to the other party at its address specified below or at such other address as it may have notified for the purpose to the other party. Notices to Boldon James shall be marked "Attention Company Secretary".
16 ENTIRE AGREEMENT
This EULA represents the entire agreement of the parties concerning its subject matter and cancels all prior agreements and commitments. No person has authority to agree or give any variation, addition or waiver on behalf of Boldon James in relation to this EULA unless he is a director of Boldon James or is authorised for the purpose in writing by a director of Boldon James.
17 LAWS OF ENGLAND
This EULA shall be governed by and interpreted in accordance with the laws of England and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the English courts in respect of any matter or dispute arising in connection herewith.
Boldon James Ltd
85 Buckingham Gate,
London, SW1E 6PD, UK
