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3. INTELLECTUAL PROPERTY RIGHTS
3.1
You acknowledge that all intellectual property rights in the Software and the Licensor's Products and the Documentation anywhere in the world belong to
the Licensor, 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 Agreement.
3.2
You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.
3.3
The integrity of this Software, or any future upgrade of this software, may at any time be protected by technical protection measures (TPM) so that the
intellectual property rights, including copyright, in the Software of the Licensor are not misappropriated. You must not attempt in any way to remove or
circumvent any such TPM, nor apply or manufacture for sale or hire, import, distribute, sell or let for hire, SRH/SM/SM/573.4/502256.8 offer or expose for sale
or hire, advertise for sale or hire or have in your possession for private or commercial purposes any means the sole intended purpose of which is to facilitate
the unauthorised removal or circumvention of such TPM.
4. WARRANTY
4.1
The Licensor warrants that:
For a period of 90 days from the date of purchase, installation or download as the case may be (Warranty Period) the Licensor's Products and Software will,
when properly used, perform substantially in accordance with the functions described in the Documentation;
4.2
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.
4.3
You acknowledge that the Software may not be free of bugs or errors, and agree that the existence of minor errors shall not constitute a breach of this
Agreement.
4.4
If, within the Warranty Period, you notify the Licensor in writing of any defect or fault in the Software in consequence of which it fails to perform
substantially in accordance with the Documentation, and such defect or fault does not result from you having amended the Software or used it in contravention
of the terms of this Agreement, the Licensor will, at its sole option, either repair or replace the Software, provided that you make available all the information
that may be necessary to help the Licensor to remedy the defect or fault, including sufficient information to enable the Licensor to recreate the defect or fault.
5. LICENSOR'S LIABILITY
5.1
Nothing in this Agreement shall exclude or in any way limit the Licensor's liability for fraud, or for death or personal injury caused by its negligence, or any
other liability to the extent that it may not be excluded or limited as a matter of law.
5.2
Subject to condition 5.1 the Licensor shall not be liable under, or in connection with, this Agreement or any collateral contract for:
(a)
loss of income;
SRH/SM/SM/573.4/502256.8
(b)
loss of business profits or contracts;
(c)
business interruption;
(d)
loss of the use of money or anticipated savings;
(e)
loss of information;
(f)
loss of opportunity, goodwill or reputation;
(g)
loss of, damage to or corruption of data; or
(h)
any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or
otherwise; provided that this condition 5.2 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of condition 4 or
any other claims for direct financial loss that are not excluded by any of categories (a) to (h) inclusive of this condition 5.2.
5.3
Subject to condition 5.1 and condition 5.2, the Licensor's maximum aggregate liability under or in connection with this Agreement, or any collateral contract,
whether in contract, tort (including negligence) or otherwise, shall be limited to a sum equal to 100% of the price of the related Licensor's Products and
Software giving rise to liability.
5.4
Subject to condition 5.1, condition 5.2 and condition 5.3, the Licensor's liability for infringement of third-party intellectual property rights shall be limited to
breaches of rights subsisting in the UK.
5.5
This Agreement sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Licensor's Products, Software and
Documentation. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as
specifically stated in this Agreement. Any condition, warranty, representation or other term concerning the supply of the Licensor's Products, Software and
Documentation which might otherwise be implied into, or incorporated in, this Agreement, or any collateral contract, whether by statute, common law or
otherwise, is hereby excluded to the fullest extent permitted by law.
SRH/SM/SM/573.4/502256.8
6. TERMINATION
6.1
The Licensor may terminate this Agreement immediately by written notice to you if:
(a)
You commit a material or persistent breach of this Agreement which you fail to remedy (if remediable) within 14 days after the service of written notice
requiring you to do so; or
(b)
a petition for a bankruptcy order to be made against you has been presented to the court; or
(c)
the Licensee (where it is a company) becomes insolvent or unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), enters
into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up,
has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or
arrangement with its creditors or takes or suffers any similar action in consequence of its debt, unable to pay your debts (within the meaning of section 123 of
the Insolvency Act 1986).
6.2
Upon termination for any reason:
(a)
all rights granted to you under this Agreement shall cease;
(b)
you must cease all activities authorised by this Agreement;
(c)
you must immediately pay to the Licensor any sums due to the Licensor under this Agreement; and
(d)
you must immediately delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to the Licensor
(at the Licensor's option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to the Licensor that you
have done so.
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