IMPORTANT – READ CAREFULLY: This X-Analyser License Agreement (“Agreement”) is a legal agreement between you (either an individual or a single entity) and Warwick Control Technologies Limited (“WCT”) for WCT’s X-Analyser computer software and associated media (collectively, the “Licensed Software”). By continuing to use the Licensed Software, you agree to be bound by the terms of this Agreement.
The Licensed Software is owned by WCT and is protected by United Kingdom copyright laws and international treaty provisions. Therefore, you must treat the Licensed Software like any other copyrighted material (e.g., a book or musical recording). As the X-Analyser software is tied to a particular hardware device with serial number control, you may load the software on as many computers as you wish since the software will only operate when one computer is connected with that particular hardware device. You may not copy the written materials accompanying the Licensed Software.
2. OTHER RESTRICTIONS
You may not use, copy, or modify the files containing the Licensed Software, or any backup copy, in whole or in part, or translate such files into any other file format or language, except as expressly provided for in this Agreement. You may not rent, lease or sublicense the Licensed Software, but you may transfer the Licensed Software and accompanying written materials on a permanent basis, provided you retain no copies, the recipient agrees to the terms of this License Agreement, immediately contacts WCT to inform WCT of such transfer and pays to WCT a transfer fee in an amount to be determined by WCT and in effect at the time in question. Upon such transfer, your license under this License Agreement is automatically terminated.
You may not reverse engineer, decompile or disassemble the Licensed Software for any purpose whatsoever.
Your license is effective upon your acceptance of this Agreement and installing the Licensed Software. You may terminate it at any time by destroying the Licensed Software together with all copies. It will also terminate upon conditions set forth elsewhere in this Agreement or if you fail to comply with any term or condition of this Agreement. You agree upon such termination to destroy all copies of the Licensed Software in any form in your possession or under your control.
WCT offers no warranty of performance, express or implied, with regard to the Licensed Software and all accompanying materials. WCT further disclaims all other warranties, express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, with regard to the Licensed Software and all accompanying materials.
5. CUSTOMER REMEDY
WCT disclaims all liability and offers no customer remedy with regard to the Licensed Software and all accompanying materials.
6. DISCLAIMER OF DAMAGES
You assume responsibility for, among other things, (i) the selection of the Licensed Software to achieve your intended results, (ii) the acquisition of other software (including any programming or operating system software) and/or equipment compatible with the Licensed Software, and (iii) the installation, use and results obtained from the Licensed Software. Further, for the express purpose of limiting the liability against WCT, you agree that, to the maximum extent permitted by law, WCT shall in no event be liable for any damages whatsoever (including without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use or inability to use the Licensed Software, whether direct, indirect, incidental, consequential, special or otherwise, regardless of the form of action, even if WCT has been advised of the possibility of such damages.
X-Analyser is a control system analysis tool capable of injecting messages onto a control system for response analysis. You assume responsibility to ensure that the injection of messages onto a system does not cause adverse effects, i.e. physical damage, injury or loss of life.
7. UPDATES & TECHNICAL SUPPORT
Technical Support for the Licensed Software shall only be available from the Distributor from which it was purchased. Additional information may also be available on WCT’s web-site (www.warwickcontrol.com), however, WCT is under no obligation to provide such information. WCT may, from time to time, revise or update the Licensed Software. In so doing, WCT incurs no obligation to furnish such revision or updates to you.
This License is personal between you and WCT. It is not transferable and any attempt by you to rent, lease, sublicense, assign or transfer any of the rights, duties or obligations hereunder, except as provided in Section 3, above, is void.
This Agreement shall be governed by and construed in accordance with the laws of England.
For the avoidance of doubt nothing in this Agreement shall confer on any third party any benefit or the right to enforce any provision of this Agreement.
The parties irrevocably submit to the exclusive jurisdiction of the English Courts, save in the case of a customer who has no assets within the jurisdiction of the English Courts and who is established in a country which will not enforce the judgement of the English Courts. In those circumstances the WCT may if it chooses refer any disputes arising out of this Agreement to arbitration under the Rules of Conciliation and Arbitration of the International Chamber of Commerce, such arbitration to take place in London.
You acknowledge that you have read this Agreement, understand it and agree to be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the Agreement between you and WCT which supersedes any proposal or prior agreement, oral or written, and any other communications between you and WCT or WCT’s agent(s) relating to the Licensed Software.