IMPORTANT PLEASE READ CAREFULLY:
This software belongs to Synectic Systems Group Limited (SSGL) and is subject to a copyright (c) 2000 –2021 owned by SSGL.
This SSGL Software License Agreement (""License"") is a legal agreement between you, either an individual, organisation, or entity (""the Recipient”) for which includes computer software, associated media, and documents, both printed and electronic (""Software"" and ""Software Product"") and SSGL.
BY CHOOSING THE ""ACCEPT"" OPTION OR BY USING OR INSTALLING THIS SOFTWARE, THE RECIPIENT IS ACCEPTING THE TERM OF THIS LICENSE AND IS GIVING THEIR EXPRESS CONSENT TO BE BOUND BY AND TO BECOME A PARTY TO THIS LICENSE.
IF THE RECIPIENT DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE RECIPIENT IS NOT AUTHORISED TO USE THE SOFTWARE AND MUST CLICK ""EXIT"" TO STOP THE LOGIN.
SYNECTIC SYSTEMS GROUP LIMITED (SSGL) SOFTWARE LICENSE AGREEMENT
The Software delivered under this License is intended for the use of the Recipient only.
1. GRANT OF EVALUATION LICENSE OR FULL LICENSE
• Evaluation: If the Recipient has selected to evaluate the Software for a trial period of ninety (90) days starting from the date of installation by the Recipient (“Trial Period”), SSGL grants to the Recipient a limited, non-exclusive License to use 1 (one) copy of the accompanying Software on a single computer or workstation located at the Recipient's premises for the Trial Period for the purposes of internal evaluation of the Software only.
• Under no circumstances is the Recipient entitled to use an evaluation copy of the Software for commercial gain. If the Recipient wishes to use the Software after the Trial Period has expired then the Recipient must acquire a full licence key from SSGL. Use by the Recipient after the Trial Period has expired without acquiring the relevant license key shall be deemed a breach of this License and potentially other intellectual property laws.
• Full License: If the Recipient has paid the full license fee for the Software and a license key has been provided by SSGL, then SSGL grants to the Recipient a limited, non-exclusive License to use 1 (one) copy of the accompanying SSGL Software on a single computer or workstation located at the Recipient's premises.
• Support and Updates: Unless otherwise agreed, this License does not grant the Recipient any right to receive from SSGL any technical or Software support of any kind, bug fixes, or any enhancement or update, or to any extension of the Trial Period (if the Evaluation option was taken). Such additional services may be purchased separately from SSGL and will be subject to further terms and conditions.
• However if the Recipient has requested to receive updates or extensions to the Trial Period and has paid for the same, this License applies to any such updates or extensions of time which may be supplied to the Recipient by SSGL.
• Redistribution and Content Use: This License prohibits the Recipient from redistributing any part of the Software Product, including images, models, applets, documents, icons and programs, both for commercial or non-commercial purposes.
• Other than the Evaluation Licence (which is provided for evaluation purposes only) this License grants to the Recipient the right to use material (whether tangible or intangible) created through using the Software for the Recipient’s own internal commercial purposes only.
• At no time may the Recipient gift or offer for resale lease rental or licence or redistribute tangible or intangible material (including without limitation any images, data, reports or models) delivered with, created by or through using, the Software, to any third party or supplier or customer or any other commercial contacts of the Recipient.
• In using the Software or any Software Products provided by SSGL, the Recipient must not do, or allow another third party to do any of the following to the Software or Software Products: copy, lend, sell, hire out, rent, adapt, modify, change, disseminate, de-compile, reverse engineer, reproduce, upload or redistribute in whole or in part any part of the Software or Software Products, either during or after this License has been terminated.
• All copyright, legal and beneficial title and any other ownership rights, and intellectual property rights related to the Software and the Software Products shall remain with SSGL or its’ relevant supplier(s).
• The Software is protected by the laws of England and Wales and all relevant applicable international intellectual property conventions and treaties.
• Title, ownership rights, and intellectual property rights in and to any third party content accessed through the Software is the property of the applicable content owner and may be protected by applicable copyright or other law. This License does not provide any rights to the Recipient to own such content.
• The Recipient must maintain all copyright notices on all copies of the Software Products.
• The Software is provided on an ""AS IS"" basis, without warranty of any kind from SSGL.
• To the extent permitted by law, all warranties regarding fitness for purposes, satisfactory quality, merchantability or any other warranty, whether inserted expressly or impliedly by law are hereby excluded from this License.
• SSGL does not warrant that the functions contained in the Software Product will meet the end user’s requirements or that the operation of the Software will be error free or uninterrupted.
• The entire risk as to the quality and performance of the Software is borne by the Recipient.
• Should the Software prove to be defective, the Recipient, SSGL shall assume the entire cost of any service and repair relating to the same.
• In addition to the above the Recipient hereby acknowledges that;
• the security mechanisms implemented by the Software have inherent limitations on their use;
• it is for the Recipient to determine whether the Software sufficiently meets the Recipient’s commercial and operational requirements;
• it is the Recipient’s sole responsibility to ensure that the installation, management and subsequent use of the Software complies with any relevant data protection legislation applicable in the locations in which the Software will be used. This includes (but is not limited to) complying with the EU General Data Protection Regulations (EU 2016/679) and the UK Data Protection Act 2018; and
• this disclaimer constitutes an essential part of this License.
4. RECIPIENT OBLIGATIONS – SECURITY
• The Recipient agrees to use its best endeavours and will take all necessary steps required to:
• safeguard the Software and Software Products supplied under this License, to ensure that no unauthorised individual will have access to the Software and Software Product; and
• ensure that no unauthorised copy, publication, disclosure or other distribution in whole or in part, in any form will be made.
• The Recipient hereby agrees that it shall not, so long as the License remains in force and for a 2 year period thereafter, disclose to any person any information regarding the content of the Software or the Software Products supplied to them under this License without the prior written consent of SSGL.
• The confidentiality obligation referred to above shall not apply in respect of any disclosure by the Recipient, which may contain content from the Software or Software Products, if such disclosure is required by law or by an order from a court of competent jurisdiction.
5. LIMITATION OF LIABILITY
• Other than as set out in this clause 4 and to the extent permitted by law, UNDER NO CIRCUMSTANCES WILL SSGL be liable to the Recipient or any other person or entity who uses the Software or the Software Products for any costs, claims, damages or losses (whether ARISING directly, indirectly or consequentially) THAT ARE incurred or suffered by the Recipient as a result of the Recipient using either the Software or Software Products provided pursuant to this License.
• If SSGL is required to accept any liability under this License that is owed to the Recipient then that liability will be limited to an amount equal to the license fees paid by the Recipient to SSGL in the 6 months immediately prior to the liability being incurred by the Recipient.
• This limitation of liability shall not apply to liability for death or personal injury to the extent that applicable prohibits such limitations being imposed.
• This License is effective until terminated. This License will terminate automatically:
• where the Recipient has taken an Evaluation Licence of the Software for the Trial Period only, at the expiry of the Trial Period;
• where the Recipient has a licence key for the Software and the Recipient is found to have breached the terms of this License and upon request from SSGL, fails to remedy such a breach within 5 business days to the satisfaction of SSGL; or
• if the Recipient ceases or threatens to cease carrying on all or a substantial part of its’ business, or takes any step or action in connection with entering administration, liquidation or other such arrangements with its’ creditors (other than for a solvent re-structuring of the Recipient’s business); or
• if SSGL reasonably anticipates that the circumstances in clause 5(b) or (c) are about to occur in respect of the Recipient; or
• if the Recipient fails to pay any amounts due to SSGL in return for using the Software or the Software Products.
• On termination, the Recipient will remove the Software from all computers onto which it is installed, and must destroy or return all copies of the Software.
• Upon termination of the License, SSGL will have no obligation to refund any portion of the license fee to the Recipient.
• SSGL may terminate this License at any point and for any reason, subject to giving the Recipient not less than 30 days written notice of their intention to terminate the License.
7. EXPORT CONTROLS
None of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods at the time when this License is issued; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, the Recipient agrees to the foregoing and the Recipient represents and warrants that the Recipient is not located in, under the control of, or a national or resident of any such country or on any such list.
• This License represents the complete agreement concerning this License between the parties and supersedes all prior agreements and representations between them. It may be amended only with the prior written consent of SSGL.
• If any provision of this License is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.
• Each right of remedy available to SSGL for a breach of this License by the Recipient is reserved without prejudice to any other right of remedy.
• The Recipient acknowledges that in entering this License it has not relied on and shall have no remedies in respect of any statement, representation, assurance or warranty that is not set out in this License. No claim for innocent or negligent misrepresentation can be made on the basis of this License.
• A failure to enforce or delay in enforcing any right under this License by SSGL does not amount to a waiver of any rights under this License by SSGL.
• SSGL may licence, or assign or sub-contract all or any part of its’ obligations under this Agreement without the Recipient’s consent.
9. LAW AND JURISDICTION
• This License shall be governed by and construed under English law and the Recipient agrees to submit to the exclusive jurisdiction of the English courts where disputes arise.
• The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
Contractor/manufacturer is Synectic Systems Group Limited
Address: 3 - 4 Broadfield Close, Sheffield, South Yorkshire, United Kingdom, S8 0XN
Tel: +44 (0) 114 255 2509