EVALUATION LICENCE TERMS
Evaluation: internal evaluation of the Software by Customer for use in Customer’s business.
Documentation: Documentation owned by Seldon shared with Customer relating to the Software.
Mutual NDA: the NDA signed by Seldon and Customer prior to the date of this licence.
Software: the Seldon Deploy software described in the Documentation.
2.1 Seldon hereby grants Customer a personal, non-transferable, non-exclusive licence to use the Software during the Trial Period solely for the purposes of Evaluation. Customer acknowledges and agrees that the Software will, or may, automatically cease to operate at the end of the Trial Period if Customer has not at that time obtained a full licence of the Software.
2.2 Customer may make such copies of the Software as are necessary to evaluate the Software, but may not make any back-up or archival copies without prior written agreement from Seldon.
2.3 Customer expressly acknowledges that the Software is to be used for Evaluation purposes in a test environment only and expressly warrants that the Software will not be used on a live system.
- AUTHORISED USE
3.1 Customer shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement, attempt to: (i) use, copy, modify, duplicate, adapt, vary or create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (b) access all or any part of the Software in order to build a product or service which competes with the Software; or (c) use the Software to provide services to third parties; or (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software available to any third party.
- TERM AND TERMINATION
4.1 During the Trial Period this licence may be terminated immediately by Seldon giving written notice if Customer is in breach of any of its obligations under this agreement. The licence may be terminated by either party during the Trial Period upon seven days’ written notice and shall terminate automatically upon acceptance by Customer of a full licence for the Software.
4.2 Upon termination not followed by a full licence, Customer shall within two working days return to Seldon all copies of all or part of the Software on any tangible medium and any documents containing any item of the Documentation and shall, to the extent technically possible, completely delete all electronic copies of all or any part of the Software and/or the Documentation resident on its computer systems or elsewhere. If requested by Seldon, Customer shall provide written confirmation (in the form of a letter signed by one of its directors) no later than 30 days after termination of this agreement that the Software and Documentation has been deleted.
5.1 Seldon shall provide technical support in accordance with the Seldon Standard SLA from time to time in force.
- NO WARRANTY
6.1 The Software is provided “as is” and Seldon gives no condition, warranty or other term whatsoever, either express or implied including, without limitation, any condition, warranty or other term as to the condition of any code, or as to merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or use of reasonable care and skill.
6.2 Seldon: (a) does not warrant that Customer’s use of the Software will be uninterrupted, error-free or completely secure; (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Customer acknowledges that the Software may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.1 Save for death and personal injury caused by Seldon’s negligence, Seldon shall have no liability of any kind in any circumstances whatever to Customer in respect of the Software or Documentation. In particular, Seldon shall have no liability in any circumstances whatever for any data loss or corruption and Customer agrees that it has sole responsibility for protecting its data and systems during evaluation of the Software.
7.2 Customer shall defend, indemnify and hold harmless Seldon, its partners from time to time, its employees and agents from and against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Customer’s and its users’ use or misuse of the Software and/or Documentation.
8.1 The terms of the Mutual NDA (if any) are incorporated herein by reference. In the event of conflict between the terms of the Mutual NDA and the terms of this clause 8, the terms of the Mutual NDA shall prevail.
8.2 Customer shall keep the Software and Documentation confidential and shall not without the prior written consent of Seldon: (a) communicate or otherwise make available the Software or Documentation to any third party; or (b) use the Software and/or Documentation itself for any purpose other than Evaluation or (c) copy, adapt, or otherwise reproduce the Software and/or Documentation save as strictly necessary for the purposes of Evaluation.
8.3 Customer may disclose the Software and Documentation or any part thereof, with the prior consent of Seldon, to any employee of Customer who needs access to the Software and the Documentation in connection with Evaluation. In such an event Customer agrees to ensure, before such disclosure, that the employee in question is made aware of the confidential nature of the Software and Documentation and understands that he/she is bound by conditions of secrecy no less strict than those set out here. Customer agrees to monitor the use of the Software and Documentation by these employees and to enforce their obligations of confidence at the request of Seldon.
- INTELLECTUAL PROPERTY RIGHTS
9.1 Seldon owns the Software, Documentation and all related documentation. Customer acknowledges that any disclosure pursuant to this agreement shall not confer on Customer any intellectual property or other rights in relation to the Software or the Documentation other than its right to use under clause 2.1.
9.2 If a third party notifies Customer of any claim that the use of the Software infringes any right of a third party, Customer agrees to immediately notify Seldon. If any such claim is made to Customer or Seldon, Customer shall, at Seldon’s request, immediately cease use of the Software. If Seldon is unable to allow Customer to continue evaluation of the Software, this agreement shall terminate.
9.3 Except for the rights and licence granted under this agreement, nothing contained in this agreement shall be construed to grant to Customer any right, title or interest in or to the Software and Documentation. Seldon expressly reserves all right, title and interest in and to the Software and Documentation which are not specifically granted to Customer under this agreement.
10.1 The person signing this agreement on behalf of Customer confirms that he/she is authorised to enter into this agreement on Customer’s behalf, and to bind Customer to its terms and conditions.
10.2 No variation or assignment of this agreement shall be effective unless it is in writing and signed by or on behalf of both parties.
10.3 Neither party shall issue or make any public announcement or disclose any information regarding this agreement unless prior written consent has been obtained from the other party.
10.4 This agreement and (if applicable) the Mutual NDA is the entire agreement between Customer and Seldon with respect to the subject matter of this agreement and this agreement supersedes all prior agreements and understandings, oral or written, between Seldon and Customer relating to the subject matter hereof.
10.5 If any provision of this agreement is or becomes prohibited by law or is judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of the remainder of this agreement.
10.6 Unless a party expressly waives its rights in writing no delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of this agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this agreement. No right, power or remedy in this agreement conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.
10.7 This agreement may be executed in any number of counterparts, each of which shall be an original, and such counterparts shall together constitute one and the same agreement.
10.8 The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
10.9 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales. However, Seldon may enforce Customer’s obligation of confidence and any judgement of the courts of England and Wales in the courts of any jurisdiction.