MVX End User Licence Agreement

 

 

You should print a copy of this licence for future reference.

 

 

 

PLEASE READ CAREFULLY BEFORE ORDERING, DOWNLOADING OR USING ANY SOFTWARE FROM THIS WEBSITE: 

 

This End-User Licence Agreement (Licence or “EULA”) is a legal agreement between you (Licensee or you) and Metavizix Limited a company registered in England and Wales with registration number 07661842 whose registered office is at Kenton House, Oxford Street, Moreton in Marsh Gloucs, GL56 0LA (Licensor, us or we) for:

We licence use of the Software and Documentation to you on the basis of this Licence. We do not sell the Software or Documentation to you. We remain the owners of the Software and Documentation at all times. 

OPERATING SYSTEM REQUIREMENTS:

IMPORTANT NOTICE TO ALL USERS: 

IMPORTANT NOTICE TO CONSUMERS:

 You should print a copy of this licence for future reference. 

 

1. GRANT AND SCOPE OF LICENCE

1.1 In consideration of payment by you of the agreed licence fee or renewal fee or for the trial/evaluation period (30 days or as extended by us) available from our website, as appropriate, and you agreeing to abide by the terms of this licence, we hereby grant to you a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this licence for the duration of the agreed licence period.

1.2 You may:

(a) Download, install and use the Software for your internal business purposes (if you are a business) only:

(i) On one computer if the licence is a single-user licence or the Software is for single use; or

(ii) If the licence is a multi-user or network licence, by the number of users agreed between you and us;

(b) Provided you comply with the provisions in condition 2, make only such copies of the Software as are necessary for back-up purposes only;

(c) Receive and use any free supplementary software code or update of the Software incorporating "patches" and corrections of errors as may be provided by us from time to time;

(d) Use any documentation in support of the use permitted under condition 1.2 and make only as many copies of the Documentation as are reasonably necessary for its lawful use.

1.3 The Software requires access to the internet to activate the licence.  Once activated, the Software will run without access to the internet.  However, whenever an internet connection is available when the Software is run, the Software will authenticate the licence with our server.

1.4 Should you wish to allow your own clients to use the Software separate licence terms will apply and you should contact us to discuss these terms further.

1.5 Use of the Software requires the use of additional software provided by third parties (Third Party Software).  Third Party Software is subject to its own licence terms and you undertake to ensure that you and your employees comply with the licence terms of Third Party Software.  The Software uses Microsoft® .NET, Microsoft® SQL Server 2008 R2 Express and Microsoft® Windows® Installers 3.1 and 4.5.

1.6 You acknowledge that it is solely your responsibility to ensure that any firewall or anti-virus or security software used on the computers on which the Software is installed does not impede the normal use of the Software.

2. RESTRICTIONS

Except as expressly set out in this Licence or as permitted by any local law, you undertake:

(a) not to copy the Software or Documentation except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;

(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation;

(c) not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;

(d) not to disassemble, decompile, reverse engineer or create derivative works based on, the whole or any part of the Software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities: 

(i) is used only for the purpose of achieving inter-operability of the Software with another software program; and

(ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and

(iii) is not used to create any software which is substantially similar to the Software;

(e) not to disclose or otherwise make available any confidential information contained within the Software and Documentation in any form to any third party without our prior written consent and to implement reasonable security measures to protect such confidential information.

(f) to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;

(g) to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence;

(h) to include our copyright notice on all entire and partial copies you make of the Software on any medium;

(i) not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than your employees without prior written consent from us;

3. INTELLECTUAL PROPERTY RIGHTS

3.1 You acknowledge that all intellectual property rights in the Software and the Documentation anywhere in the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this Licence.

3.2 You acknowledge that all intellectual property rights in any modifications and additional functionality in the Software and the Documentation arising from your suggestions, comments or requests belong solely to us whether or not you have contributed to the development of such modifications and additional functionality.

3.3 You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.

3.4 We monitor the use of the Software carefully to ensure that the intellectual property rights, including copyright, in the Software are not misappropriated.  You must not attempt in any way to remove or circumvent any such monitoring measures.

4. LIMITED WARRANTY

4.1 We warrant that:

(a) the Software will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documentation; and

(b) that the Documentation reasonably describes for users familiar with business modelling the operation of the Software in all material respects,

for 90 days from the date of first installation of the Software or installation of a “patch” or update issued by us (Warranty Period). 

4.2 If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Documentation, we will, at our sole option, either repair or replace the Software or refund the unexpired proportion of the licence fee, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.

4.3 The warranty does not apply:

(a) if the defect or fault in the Software results from you having amended the Software; or

(b) if the defect or fault in the Software results from you having used the Software in contravention of the terms of this Licence.

4.4 It is our objective for your use of the Software to be as trouble free and productive as possible and in order to ensure this we shall give appropriate support during usual business hours, at our sole discretion and subject to payment of the agreed licence fee or renewal fee and any additional charge we quote depending on the nature and duration of the support requested, during installation and for any issues arising during normal use in accordance with the Licence.  If, in our opinion, the requested support arises because of a failure to download and read the Documentation (in particular, the Installation Read Me and the User Guide) or a need for training in how to model a business, we shall provide a quotation to supply the appropriate training. 

5. LIMITATION OF LIABILITY 

5.1 Unless specifically agreed with you in writing, in which case a separate schedule will be provided to you setting out the specifications of and terms governing any bespoke elements of the Software, you acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.

5.2 We only supply the Software and Documentation for internal use by your business, and you agree not to use the Software or Documentation for any re-sale purposes. 

5.3 We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:

(a) loss of profits, sales, business, or revenue;

(b) business interruption;

(c) loss of anticipated savings;

(d) loss or corruption of data or information;

(e) loss of business opportunity, goodwill or reputation; or

(f) any indirect or consequential loss or damage.

5.4 Other than the losses set out in condition 5.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the Licence Fee. This maximum cap does not apply to condition 5.5.

5.5 Nothing in this Licence shall limit or exclude our liability for:

(a) death or personal injury resulting from our negligence;

(b) fraud or fraudulent misrepresentation;

(c) any other liability that cannot be excluded or limited by English law.

5.6 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documentation. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us.  Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

6. INDEMNITY

6.1 You agree to indemnify and hold us harmless from any claim or demand (including but not limited to reasonable legal fees) made by a third party due to the breach by you of any of the terms of this Licence.

7. TERMINATION

7.1 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so. 

7.2 Upon termination under clause 7.1:

(a) all rights granted to you under this Licence shall cease;

(b) you must immediately cease all activities authorised by this Licence;

(c) you must immediately pay to us any sums due to us under this Licence; and

(d) if requested by us you must immediately delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to us (at the our option) all copies of the Software and Documentation then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

7.3 We may terminate this Licence immediately if you fail to pay any renewal fee within 14 days of its due date.

7.4 Upon termination under clause 7.3 all rights granted to you under this Licence shall cease. However, provided you are not in breach of any other term of this Licence, you shall be entitled to use the Software in ‘demo’ or ‘read-only’ mode and you shall continue to have access to view the information which has been created by you using the Software. 

8. COMMUNICATIONS BETWEEN US

8.1 If you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by e-mail to This email address is being protected from spambots. You need JavaScript enabled to view it. or by pre-paid post to Metavizix Limited at John Eccles House, Robert Robinson Avenue, Oxford Science Park, OX4 4GP. We will confirm receipt of this by contacting you in writing, normally by e-mail. 

8.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order for the Software.

8.3 Any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

9. EVENTS OUTSIDE OUR CONTROL

9.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an event which is beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

10. OTHER IMPORTANT TERMS

10.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence. 

10.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

10.3 This Licence constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this Licence.

10.4 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 

10.5 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 

10.6 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.