EULA

IMPORTANT READ CAREFULLY: This End-User Licence Agreement ("EULA") is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as "You") and Steelhead Systems Limited of 55 Drury Lane, London, WC2B 5SQ, a company registered in England and Wales with company number 04549788 (the “Licensor”) for the licence by You of the software technology that displays this EULA, including but not limited to any associated media, printed materials and electronic documentation, any software updates, add-on components, web services and/or supplements (to the extent that such items are not accompanied by a separate licence agreement or terms of use) that the Licensor may provide or make available to You from time to time (the “Steelhead Software”) from the date You obtain Your initial copy of the Steelhead Software. By installing, copying, downloading, accessing or otherwise using the Software in whole or in part, the Licensor hereby agrees to grant to You and you agree to be granted a licence to use the Steelhead Software on the terms and conditions set out in this EULA.

1. GRANT OF LICENCE

Subject to the terms and conditions of this EULA the Licencee hereby grants to You for the term a non transferable and non-exclusive licence to install and use one (1) copy of the Steelhead Software on any single compatible computer for the sole purpose of viewing and printing copies of documents, text and images created within the Steelhead Software.

2. CONSIDERATION

In consideration for the grant of the Licence, You shall have paid to the Licensor an installation fee and a maintenance fee (the “Consideration”) and pay to the Licensor any additional fees mutually agreed by the Licensor and You from time to time. You shall pay any value added tax applicable to the fees under this Licence.

3. TERM

3.1 The term of this EULA shall continue until:

3.1.1 either party shall have delivered to the other one months’ written notice that it wishes to terminate this EULA;

3.1.2 or otherwise in accordance with paragraph 7 of this EULA.

4. RIGHTS AND LIMITATIONS

4.1 You shall not at any time to the extent permissable at law:

4.1.1 reverse engineer, decompile, or disassemble the Steelhead Software whether for the purposes of merging such program with another program or for any other reason;
4.1.2 distribute, rent, sub-licence or lease, lend or provide commercial hosting services to third parties with the Steelhead Software;
4.1.3 copy, modify, alter or adapt the Steelhead Software (including, but not limited to, translating, decompiling or creating derivative works from the Steelhead Software;

4.2 For the avoidance of doubt You shall not at any time make a copy in whole or in part of any of the Steelhead Software (even for back up purposes).

4.3 You acknowledge and agree that You will comply with all applicable international and national laws that apply to the Steelhead Software, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.

5. SUPPORT SERVICE

5.1 Licensor may from time to time provide You with support services related to the Steelhead Software ("Support Services"). The use of Support Services is governed by the policies and programs described in the user manual, in "online" documentation, or in other materials supplied to you from time to time by the Licensor.

5.2 Any supplemental software code provided to You by Licensor as part of the Support Services is considered part of the Software and subject to the terms and conditions of this EULA.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 You agree and undertake that during the term and thereafter, the Steelhead Software and all rights relating to patents, trade marks, signs and service marks, rights in designs (including but not limited to any images, animations, audio, music, text, and "applets" incorporated into the Steelhead Software), trade or business names or signs, copyrights, database rights and topography rights (whether or not any of these is registered and including applications for registration of any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world (“Intellectual Property Rights”) and interests related to the Steelhead Software are the exclusive property of the Licensor and save for this EULA, You have no rights to the software or its Intellectual Property Rights and all registrations will be effected in the Licensor’s name.

6.2 All title and Intellectual Property Rights in and to the content that is not contained in the Steelhead Software, but may be accessed through use of the Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. For the avoidance of doubt, this EULA grants You no rights to use such content.

6.3 If this Software contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. You may not copy the printed materials accompanying the Software. All rights not specifically granted under this EULA are reserved by Licensor and its suppliers.

6.4 You undertake to the Licensor to:

6.4.1 keep the terms of this EULA and the technical specification of the Software strictly confidential and shall prevent unauthorised disclosure by your agents, officers or employees;

6.4.2 limit access to the same to those of your employees, agents or sub-contractors who have a need to know or who are engaged in its use and to prevent authorized disclosure by your agents, officers or employees.

7 TERM AND TERMINATION

7.1 Licensor shall be entitled to bring the term to an end immediately by prior written notice to You if:

7.1.1 You commit an irredemiable breach of this EULA, persistently repeat any redemiable breach or commit any remediable breach and fail to remedy it within 30 days of the date of a notice from the Licensor requiring remedy of the same (for the purposes of this clause, the Licensor shall in its sole discretion, acting reasonably determine whether such a breach is remediable, irremediable and or remedied); or

7.1.2 You (being a company) are unable to pay your debts within the meaning of s.123 of the Insolvency Act 1986 or shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal for any composition, scheme or arrangement with (or assignment for the benefit of) its creditors or a receiver, administrative receiver or similar officer is appointed over all or a substantial part of its undertaking or assets or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for its winding (whether by presentation of a winding up petition or otherwise) or for the making of an administration order (other than for the purposes of reconstruction or amalgamation); or

7.1.3 You (being an individual) are unable to pay your debts within the meaning of s.268 of the Insolvency Act 1986 or a petition is presented for his bankruptcy or makes an arrangement or compromise for the benefit of his creditors whether pursuant to the provisions of Part VIII Insolvency Act 1986 or otherwise; or

7.1.4 You (being a partnership) are unable to pay your debts or a petition is presented for your winding up under the provision of the Insolvent Partnerships Order 1994 whether or not involving individual insolvency proceedings against its partners and presented by creditors or by the partners themselves or such a petition is presented in conjunction with bankruptcy or individual insolvency or petitions against any partner or its it enters into any composition, scheme of arrangement or voluntary arrangement including its business and assets or the share of any partner or in the event of any action for a partnership account and/or a winding up of or a dissolution of its business under the Partnership Act 1890 or if it is dissolved; or
7.1.5 You cease or threaten to cease to carry on business; or
7.1.6 there is at any time a material change in the management, ownership or control of the Licencee.
7.2 The termination of this Agreement shall be in addition to any other remedies which either party may have under this Agreement or otherwise.
7.3 The termination of this EULA shall be in addition to any other remedies which either party may have under this EULA or otherwise.

7.4 On the expiry of the term of this EULA for any reason You shall immediately delete the Steelhead Software from any computer on which it is stored and shall deliver to the Licensor all Steelhead Software and You or one of your directors or partners shall sign a statutory declaration and deliver same to Licensor to that effect.

8 WARRANTIES

8.1 The Licensor warrants to You that the Steelhead Software will perform substantially in accordance with the accompanying materials (the “Warranty”) for a period of ninety (90) days from the date of receipt (the “Warranty Period”).

8.2 As to defects discovered after the expiry of the Warranty Period the Licensor gives no warranty or condition of any kind.

8.3 For the avoidance of doubt any supplements or updates to the Steelhead Software, including without limitation, any (if any) service packs or hot fixes provided to you after the expiration of the Warranty Period are not covered by any warranty or condition, express, implied or statutory.

8.4 This warranty is void if failure of the Steelhead Software has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software will be warranted for the remainder of the Warranty Period or thirty (30) days, whichever is longer. Neither these remedies nor any product support services offered by Licensor are available without proof of purchase from an authorized source.

8.5 Except as expressly stated in this EULA there are no warranties, conditions, guarantees or representations in relation to the Steelhead Software whether express or implied, oral or in writing and each of You and Licensor acknowledge that in entering into this EULA, it does not do so in reliance on any representation, warranty, or other provision except as expressly provided in this EULA and any conditions, warranties, or other terms implied by statute or common law in any jurisdiction are excluded from this EULA to the fullest extent permitted by law.

8.6 Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation all damages referenced above and all direct or general damages), the entire liability of Licensor and any of its suppliers under any provision of this EULA and your exclusive remedy for all of the foregoing (except for any remedy of repair or replacement elected by Licensor with respect to any breach of the limited warranty) shall be limited to the Consideration.

9 LIABILITY

9.1 The Parties to this EULA shall keep each other indemnified and hold each other harmless from and against all loss, costs, liability, damage and expense (including reasonable legal adviser’s fees and other legal costs) incurred by it on account of any claims of lawsuits arising out of or relating to any of its activities covered by this EULA arising out of any breach by it of any of its obligations under this EULA or violation of any of the terms or conditions of this EULA or arising out of any act or omission by it.

9.2 In no event shall either party be liable to the other for any indirect, special or consequential damages, howsoever arising (including but not limited to loss of anticipated profits), in connection with or arising out of the performance or non-performance of its obligations under this EULA and shall not be liable for any other damages whatsoever except as provided herein.

9.3 You will receive the remedy elected by Licensor acting in its sole discretion, without charge except that You are responsible for any expenses You may incur (e.g. cost of delivering the Steelhead Software to Licensor).

9.4 To exercise your remedy, contact:

Steelhead Systems Limited,
Attn. Steelhead Sales Information Center
MLFC (POB3-0304)
London EC1A 1HQ
United Kingdom.

10 REMEDIES

The remedies available to Licensor under this EULA shall be without prejudice to any other rights either at common law or under statute which Licensor may have against You.

11 WAIVER

The failure or delay of Licensor to enforce or to exercise, at any time or for any period of time, any right, power, or privilege arising pursuant to this EULA does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect Licensor’s right later to enforce or exercise it nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.

12 SEVERABILITY

The invalidity or unenforceability of any term of, or any right arising pursuant to this EULA shall not in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable term or right did not exist.

13 NOTICES

Any notice or written communication required or permitted to be served on or given to either party under this EULA shall be delivered by hand or sent by recorded delivery mail to the other party at its address or to such other address which it has previously notified to the sending party and shall be deemed to have been given when actually received or, if sent by recorded delivery mail and returned marked “gone away” or to the like effect, on return of such recorded delivery mail.

14 ASSIGNMENT

You shall not assign your rights or delegate your duties under this EULA without the prior written consent of Licensor. Any assignment by You of this EULA without the Licensor’s written consent shall, at Licensor’s option, be void and shall constitute a material breach by You.

15 FORCE MAJEURE

Licensor shall have no liability to You if its performance of its obligations under this EULA (other than an obligation to pay money) is prevented or hindered due to any circumstances outside its control.

16 ENTIRE AGREEMENT

This EULA contains all the terms agreed by the parties relating to the subject matter of this EULA and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing, and no representation, undertaking or promise shall be taken to have been given or been implied from anything said or written in negotiations between the parties prior to this EULA. In particular but without prejudice to the generality of the foregoing You acknowledge it has not been induced to enter into this EULA by any representation or warranty other than those contained or referred to in this EULA. You hereby irrevocably and unconditionally waive any right you may have to claim damages for and/or to rescind this EULA as a result of any fraudulent misrepresentation.

17 LAW AND JURISDICTION

This EULA shall be governed by and construed in accordance with English law and the parties submit to the jurisdiction of the English courts.