| END-USER LICENCE AGREEMENT FOR i-CD PUBLISHING
SOFTWARE
IMPORTANT-READ CAREFULLY: This End-User Licence Agreement
("EULA" is a legal agreement between you (either an individual or
a single entity) and i-CD Publishing Limited (i-CD) of Unit 8/10,
Quayside Lodge, William Morris Way, London SW6 2UZ. The SOFTWARE PRODUCT
includes computer software, data, the associated media, any printed
materials, and any electronic documentation. By purchasing, installing,
copying or otherwise using the SOFTWARE PRODUCT, you agree to be bound
by the terms of this EULA. If you are not willing to be bound by these
terms you should promptly contact i-CD for instructions on return
of the unused product(s).
The SOFTWARE PRODUCT is protected by copyright laws and
international copyright treaties, as well as other intellectual property
laws and treaties.
THIS IS A LICENCE NOT A SALE
1. GRANT OF LICENCE.
This EULA grants you the non-exclusive and non-transferable right
to install and use one copy of the SOFTWARE PRODUCT for your personal
use only.
2. RESTRICTED RIGHTS.
2.1 The SOFTWARE PRODUCT is licensed as a single product. Its component
parts may not be separated for use on more than one computer. The
files may not be copied from the CD-ROM except through the Installation
program.
2.2 You may not reverse engineer, decompile, or disassemble the SOFTWARE
PRODUCT save as expressly allowed by applicable law.
2.3 You may not resell, sublicense, rent or lease the SOFTWARE PRODUCT.
2.4 Without prejudice to any other rights, i-CD 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 SOFTWARE PRODUCT
and all of its component parts.
3. COPYRIGHT.
3.1 All title and copyrights in and to the SOFTWARE PRODUCT, the accompanying
printed materials, and any copies of the SOFTWARE PRODUCT, are owned
by i-CD or its suppliers. The SOFTWARE PRODUCT is protected by copyright
laws and international treaty provisions. You may not copy the printed
materials accompanying the SOFTWARE PRODUCT.
3.2 You shall not during or after the expiry or termination of this
Agreement abuse or permit or enable the abuse of the copyright in
the SOFTWARE PRODUCT or use or adopt any trade mark, trade name, or
commercial designation that includes or is similar to or may be mistaken
for the whole or the part of any trade mark, trade name or commercial
designation used by i-CD.
3.3 You undertake not to reproduce, adapt, translate, arrange or make
available to any third party, either directly or indirectly, any part
of the SOFTWARE PRODUCT.
3.4 You acknowledge that the SOFTWARE PRODUCT is not sold
for the purpose of enabling you to extract or re-utilise the contents
of the SOFTWARE PRODUCT (or any part thereof) for any commercial or
non-private purpose including but not limited to trading, building
or validating commercial databases, reselling or re-distributing or
publishing the data contained in the SOFTWARE PRODUCT, fully or partially,
and that any such use shall be in material breach of this licence.
3.5 You acknowledge that civil and criminal penalties may be incurred
in the event of ANY infringement of the copyright in the SOFTWARE
PRODUCT or any other material breach of this licence, and that any
such infringement by you may result in irreparable damage and or loss
to i-CD, and accordingly you agree that, in addition to any other
right or remedy, i-CD shall be entitled to seek immediate injunctive
relief to restrain any actual or apprehended infringement thereof.
You undertake to indemnify i-CD in full, against all loss, damage,
costs and expenses which may be incurred by i-CD by reason of any
such infringement.
4. The use of this SOFTWARE PRODUCT in a way that breaches
a user's local national laws, including data protection laws, is strictly
prohibited. Users are advised to consult with relevant
local authorities if they are unsure whether a particular use would
require a licence or a permit or whether it would be breaching any
applicable law. This SOFTWARE PRODUCT is for your own internal personal
use only. You may not sell, rent, lease or otherwise distribute any
portions of the data content to any third party. You may not connect
the API or the data content to the Internet or an Intranet or allow
Internet or Intranet access to the API or data content directly or
indirectly in any way. You may not use this information for direct
marketing. If you wish to integrate your own interface to the SOFTWARE
PRODUCT you may do so but only within the clear Terms of this EULA.
That is to say that the data can only be downloaded for internal purposes
and must not be used for direct marketing, verification, integration,
on any intranet, etranet or on the world wide web, or any commercial
purposes whatsoever. End user shall indemnify i-CD its licensors,
agents and employees against all costs, loss, liability and expense
arising from (i) any claims against or incurred by i-CD in connection
with the use of i-CD SOFTWARE PRODUCT by end users agents and employees
and (ii) any claims relating to use by end user of any product not
provided by i-CD but used in conjunction with the i-CD SOFTWARE PRODUCT
5. The SOFTWARE PRODUCT and all related documents are
the property of i-CD and shall not be disclosed to any third party.
6. i-CD warrants that:
6.1 The SOFTWARE PRODUCT when properly used, will operate substantially
as set out in the published specifications of i-CD for a period of
one (1) year from purchase, and
6.2 The media on which the SOFTWARE PRODUCT is delivered will be free
of defects in material and workmanship for a period of ninety (90)
days from purchase.
6.3 i-CD is the owner or licensee of the SOFTWARE PRODUCT, and that
it has the right and authority to convey and grant the licence(s)
herein and to perform this Agreement, and that the use of the Program
by End user as contemplated by this Agreement will not infringe any
patent, copyright, trade secret or other proprietary rights of any
third party.
6.4 End users sole remedy for breach of the above warranty shall
be, at i-CDs option, the repair or replacement of the Program or
the media.
6.5 i-CD MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE
PROGRAM OR GOODS OR SERVICES TO BE SUPPLIED BY i-CD, INCLUDING WITHOUT
LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE. i-CD DOES NOT WARRANT THAT THE PROGRAM WILL
BE ERROR-FREE, OR THAT ANY DEFECTS THAT MAY EXIST IN THE PROGRAM WILL
BE CORRECTED. END USER ACKNOWLEDGES THAT i-CD HAS MADE NO REPRESENTATIONS
REGARDING WARRANTY OR PERFORMANCE OR CAPABILITY.
6.6 IN NO EVENT SHALL i-CD OR ITS LICENSORS BE LIABLE FOR ANY LOSS
OF PROFITS, USE, BUSINESS, DATA OR INFORMATION OR FOR ANY INCIDENTAL,
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER INCLUDING BUT
NOT LIMITED TO DAMAGES RESULTING FROM LOSS OF USE, LOSS OF ANTICIPATED
SAVINGS OR LOST DATA EVEN IF i-CD HAS BEEN ADVISED, KNEW, OR SHOULD
HAVE KNOWN OF THE POSSIBILITY THEREOF, OR FOR ANY CLAIM BY ANY THIRD
PARTY.
6.7 The liability of i-CD hereunder whether in contract or in tort
shall in no event exceed the licence fees paid by end user (if any).
This limitation shall not apply to liability in respect of death or
personal injury caused by i-CDs negligence.
7. GENERAL.
7.1 This Agreement shall be governed by and construed under English
Law and the parties hereto submit to the exclusive jurisdiction of
the High Court in London.
7.2 This Agreement is subject to any governmental laws, orders or
other restrictions ("Export Requirements") on the export of i-CD SOFTWARE
PRODUCT and related information and documents which may be applicable
to i-CD or its parent or associated companies or licensors, which
may be imposed from time to time by the governments of the United
States of America or the United Kingdom. Customer will not commit
any act or omission, which will result in a breach of any such Export
Requirements.
7.3 This Agreement may not be assigned, sub-licensed or otherwise
transferred without the prior written consent of i-CD.
7.4 The failure or delay by either party to enforce any term of this
EULA shall not be deemed a waiver of such term.
7.5 If one or more provisions of this EULA are held to be illegal
or unenforceable under applicable law, such illegal or unenforceable
provision(s) shall be limited or excluded from this EULA to the minimum
extent required so that this EULA shall otherwise remain in full force
and effect and enforceable in accordance with its terms.
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