Arjuna Technologies Limited incorporated and registered in England and Wales with company number 04497081 whose registered office is at Milburn House, Dean Street, Newcastle upon Tyne, NE1 1LE (Company).
The organisation employing the person downloading the Software (Recipient).
The definitions in this clause apply in this agreement.
1.1The Company hereby grants the Recipient a personal, non-transferable, non-exclusive licence to use the Software on the System during the Trial Period solely for the purposes of the Objective. The Recipient acknowledges and agrees that the Software will, or may, automatically "time out" (that is to say, cease to operate) at the end of the Trial Period if the Recipient has not at that time accepted a full licence of the Software.
1.2The Recipient may make such copies of the Software as are necessary to evaluate the Software on the System, but may not make any back-up or archival copies and may not load all or any part of the Software on any computer other than the System without prior written agreement from the Company.
1.3During the Trial Period this licence may be terminated immediately by the Company giving written notice if the Recipient is in breach of any of its obligations under this agreement. Upon termination not followed by a full licence, the Recipient shall within two working days completely delete all electronic copies of all or any part of the Software and/or the Information resident in the System or elsewhere.
1.4Save for death and personal injury caused by the Company's negligence, the Company shall have no liability of any kind to the Recipient in respect of the Software or Information. In particular, the Company shall have no liability for any data loss or corruption and the Recipient agrees that it has sole responsibility for protecting its data during evaluation of the Software.
1.5No representations. conditions, warranties or other terms of any kind are given in respect of the Software or the Information, and all statutory warranties and conditions are excluded to the fullest extent possible.
1.6In consideration of the disclosure by the Company to the Recipient of the Software and the Information for the purpose of the Objective, the Recipient undertakes that it will respect and preserve the confidentiality of the Information for a period of three years after the date of such disclosure (subject to clause 1.8 below). The Recipient shall not without the prior written consent of the Company:
(a)Communicate or otherwise make available the Information to any third party; or
(b)use the Information itself for any commercial, industrial or other purpose other than the Objective; or
(c)copy, adapt, or otherwise reproduce the Information save as strictly necessary for the purposes of the Objective.
1.7The Recipient may disclose the Software and Information or any part thereof, with the prior consent of the Company, to any employee of the Recipient who needs access to the Software and the Information in connection with the Objective. In such an event the Recipient agrees to ensure, prior to such disclosure, that the employee in question is made aware of the confidential nature of the Software and Information and understands that he/she is bound by conditions of secrecy no less strict than those set out here. The Recipient agrees to monitor the use of the Software and Information by these employees and to enforce their obligations of confidence at the request of the Company.
1.8The obligations contained in this clause 1.5 shall not apply, or shall cease to apply, to such part of the Information as the Recipient can show to the reasonable satisfaction of the Company:
(a)has become public knowledge other than through the fault of the Recipient or an employee or director of the Recipient to whom it has been disclosed in accordance with clause 1.7above; or
(b)was already known to the Recipient prior to disclosure to it by the Company; or
(c)has been received from a third party who neither acquired it in confidence from the Company, nor owed the Company a duty of confidence in respect of it.
1.9If the Recipient decides not to accept a full licence of the Software, or otherwise at any time at the request of the Company, the Recipient shall return to the Company all copies of all or any part of the Information which have been provided to the Recipient pursuant to this agreement, together with all analyses, studies and other materials produced by the Recipient which contain, or could reveal, all or any part of the Information, and any summaries (in whatever form) prepared by the Recipient of oral Information disclosed by the Company.
1.10The Software, Information and all related documentation are proprietary to the Company. The Recipient acknowledges that any disclosure pursuant to this agreement shall not confer on the Recipient any intellectual property or other rights in relation to the Software or the Information.
1.11Ownership of all complete or partial copies of the Software and related documentation shall at all times remain with the Company. The Recipient agrees to mark any copies of the Software which it may make in any tangible medium with a notice that such copy belongs to the Company.
1.12In the event that the Recipient is notified by a third party that that party claims rights in the Software or that use of the Software infringes any right of that third party, the Recipient agrees to immediately notify the Company and, at the Company's request, to immediately cease use of the Software. If the Company is unable to allow the Recipient to continue evaluation of the Software, the provisions of Clause 2.3 shall apply.
1.13The person accepting this agreement on behalf of the Recipient confirms that he/she is authorised to enter into this agreement on the Recipient's behalf, and to bind the Recipient to its terms and conditions.
1.14No variation of this agreement shall be effective unless it is in writing and signed by or on behalf of both parties.
1.15"Writing" or "written" includes faxes but not e-mail or any other form of electronic communication except where expressly provided to the contrary.
1.16This agreement shall be interpreted and construed in accordance with English law. However, the Company may enforce the Recipient's obligation of confidence in the courts of any jurisdiction having competence to issue an injunction directly enforceable against the Recipient.
This agreement has been entered into on the date stated at the beginning of it.