eDiveSoftware Ltd Licence Agreement
NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING, COPYING OR DISTRIBUTING ALL OR ANY PORTION OF THE EDIVESOFTWARE APPLICATION ("SOFTWARE") YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTION 3; TRANSFERABILITY IN SECTION 10; WARRANTY IN SECTION 13; AND LIABILITY IN SECTION 14. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE.
eDiveSoftware Ltd and its suppliers own all intellectual property in the Software. eDiveSoftware Ltd permits you to Use the Software only in accordance with the terms of this Agreement.
1. Definitions. "Software" means (a) all of the contents of the files (provided either by electronic download, on physical media or any other method of distribution), disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to (i) eDiveSoftware Ltd or third party computer information or software, including eDiveSoftware; and (iii) fonts; and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by eDiveSoftware Ltd (collectively, "Updates"). "Use" or "Using" means to access, install, download, copy, or otherwise benefit from using the functionality of the Software in accordance with the Documentation. "Permitted Number" means one (1) unless otherwise indicated under a valid license (e.g., volume license) granted by eDiveSoftware Ltd. "Computer" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. “Application” means the computer program that this document refers to.
2. Software License. If you obtained the Software from eDiveSoftware Ltd or one of its authorised licensees or resellers, and subject to your compliance with the terms of this agreement (this "Agreement"), including the restrictions, eDiveSoftware Ltd grants to you a non-exclusive license to Use the Software for the purposes described in the Documentation as follows.
3. General Use. You may install and Use a copy of the Software on your compatible Computer. The Software may not be shared, installed or used concurrently on different computers.
4. Server Use and Distribution. You may install one copy of eDiveLog on a computer file system. Unless otherwise expressly permitted hereunder, no other server or network use of the Software is permitted, including but not limited to use of the Software (i) either directly or through commands, data or instructions from or to another computer or (ii) for internal network, internet or web hosting services.
5. Backup Copy. You may make one backup copy of the Software, provided your backup copy is not installed or used on any Computer. You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided.
6. No Modification. You may not modify, adapt, translate or create derivative works based upon the Software. You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law, and with the full knowledge of eDiveSoftware Ltd. If it is essential to do so in order to achieve operability of the Software with another software program, and you have first requested eDiveSoftware Ltd to provide the information necessary to achieve such operability and eDiveSoftware Ltd has not made such information available. eDiveSoftware Ltd has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any such information supplied by eDiveSoftware Ltd and any information obtained by you by such permitted decompilation may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to the Directors of eDiveSoftware Ltd.
7. Indemnity. You agree to hold eDiveSoftware Ltd and the application (except as expressly provided in its Issuer Statement) harmless from any and all liabilities, losses, actions, damages, or claims (including all reasonable expenses, costs, and attorneys fees) arising out of or relating to any use of, or reliance on, any service without limitation.
8. Limit of Liability. UNDER NO CIRCUMSTANCES WILL EDIVESOFTWARE LTD (EXCEPT AS EXPRESSLY SET FORTH IN ITS ISSUER STATEMENT) BE LIABLE TO YOU, OR ANY OTHER PERSON OR ENTITY, FOR ANY LOSS OF USE, REVENUE OR PROFIT, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, STATUTORY, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER RELATED TO YOUR USE OR RELIANCE UPON THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. THIS LIMITATION SHALL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT.
9. Notices. You shall not copy the Software except as set forth in Section 5. Any copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.
10. Transfer. You may not rent, lease, sublicense, assign or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto another user's Computer except as may be expressly permitted herein. You may, however, transfer all your rights to Use the Software to another person or legal entity provided that: (a) you also transfer (i) this Agreement, and (ii) the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, Updates and prior versions, to such person or entity, (b) you retain no copies, including backups and copies stored on a Computer, and (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a license to the Software. Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of the Software.
11. Intellectual Property Ownership, Copyright Protection. The Software and any authorized copies that you make are the intellectual property of and are owned by eDiveSoftware Ltd and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of eDiveSoftware Ltd and its suppliers. The Software is protected by law, including without limitation the copyright laws of the United Kingdom and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by eDiveSoftware Ltd and its suppliers.
12. Updates. If the Software is an Update to a previous version of the Software, you must possess a valid license to such previous version in order to Use such Update. All Updates are provided to you on a license exchange basis. You agree that by Using an Update you voluntarily terminate your right to use any previous version of the Software. As an exception, you may continue to Use previous versions of the Software on your Computer after you Use the Update but only to assist you in the transition to the Update, provided that: (a) the Update and the previous versions are installed on the same computer; (b) the previous versions or copies thereof are not transferred to another party or Computer unless all copies of the Update are also transferred to such party or Computer; and (c) you acknowledge that any obligation eDiveSoftware Ltd may have to support the previous versions of the Software may be ended upon availability of the Update.
13. NO WARRANTY. The Software is being delivered to you "AS IS" and eDiveSoftware Ltd makes no warranty as to its use or performance. eDiveSoftware Ltd provides no technical support, warranties or remedies for the Software. EDIVESOFTWARE LTD AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, EDIVESOFTWARE LTD AND ITS SUPPLIERS MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. The provisions shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to Use the Software after termination of this Agreement.
14. LIMITATION OF LIABILITY. IN NO EVENT WILL EDIVESOFTWARE LTD OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN EDIVESOFTWARE LTD REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. EDIVESOFTWARE LTD'S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. eDiveSoftware Ltd is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose. For further information, please see the jurisdiction specific information at the end of this Agreement, if any, or contact eDiveSoftware Ltd's Directors. eDiveSoftware Ltd accepts no liability for death or personal injury as a result of use of the eDiveLog software, or any of the data provided by this software.
15. Export Rules. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the law within the United Kingdom or any other export laws, restrictions or regulations. In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Syria, Sudan, Libya, Cuba, and North Korea) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
16. Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws in force in the United Kingdom.
17. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by a writing signed by an authorised officer of eDiveSoftware Ltd. Updates may be licensed to you by eDiveSoftware Ltd with additional or different terms. This is the entire agreement between eDiveSoftware Ltd and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
18. Compliance with Licenses. If you are a business or organisation, you agree that upon request from eDiveSoftware Ltd or eDiveSoftware Ltd's authorised representative, you will within thirty (30) days fully document and certify that use of any and all Software at the time of the request is in conformity with your valid licenses from eDiveSoftware Ltd.
19. Specific Provisions and Exceptions. You are required to take all reasonable measures to avoid and reduce damages, in particular to make back-up copies of the Software and your computer data subject to the provisions of this Agreement.
20. Pre-release Product Additional Terms. If the product you have received with this license is pre-commercial release or beta Software ("Pre-release Software"), then the following Section applies. To the extent that any provision in this Section is in conflict with any other term or condition in this Agreement, this Section shall supercede such other term(s) and condition(s) with respect to the Pre-release Software, but only to the extent necessary to resolve the conflict. You acknowledge that the Software is a pre-release version, does not represent final product from eDiveSoftware Ltd, and may contain bugs, errors and other problems that could cause system or other failures and data loss. Consequently, the Pre-release Software is provided to you "AS-IS", and eDiveSoftware Ltd disclaims any warranty or liability obligations to you of any kind. WHERE LIABILITY CANNOT BE EXCLUDED FOR PRE-RELEASE SOFTWARE, BUT IT MAY BE LIMITED, EDIVESOFTWARE LTD'S LIABILITY AND THAT OF ITS SUPPLIERS SHALL BE LIMITED TO THE SUM OF FIFTY DOLLARS (U.S. $50) IN TOTAL. You acknowledge that eDiveSoftware Ltd has not promised or guaranteed to you that Pre-release Software will be announced or made available to anyone in the future, eDiveSoftware Ltd has no express or implied obligation to you to announce or introduce the Pre-release Software and that eDiveSoftware Ltd may not introduce a product similar to or compatible with the Pre-release Software. Accordingly, you acknowledge that any research or development that you perform regarding the Pre-release Software or any product associated with the Pre-release Software is done entirely at your own risk. During the term of this Agreement, if requested by eDiveSoftware Ltd, you will provide feedback to eDiveSoftware Ltd regarding testing and use of the Pre-release Software, including error or bug reports. If you have been provided the Pre-release Software pursuant to a separate written agreement, your use of the Software is also governed by such agreement. You agree that you may not and certify that you will not sublicense, lease, loan, rent, assign or transfer the Pre-release Software. Upon receipt of a later unreleased version of the Pre-release Software or release by eDiveSoftware Ltd of a publicly released commercial version of the Software, whether as a stand-alone product or as part of a larger product, you agree to return or destroy all earlier Pre-release Software received from eDiveSoftware Ltd and to abide by the terms of the license agreement for any such later versions of the Pre-release Software. Notwithstanding anything in this Section to the contrary, if you are located outside the United States of America, you agree that you will return or destroy all unreleased versions of the Pre-release Software within thirty (30) days of the completion of your testing of the Software when such date is earlier than the date for eDiveSoftware Ltd's first commercial shipment of the publicly released (commercial) Software.
21. Recreational Diving. Recreational diving is DANGEROUS and ANY dive planning is based on theoretical physiological models. No person is the same and coupled with the fact that all diving is based on these theoretical principles, ALL DIVERS are susceptible to decompression illness/sickness or the bends. NO AMOUNT of dive planning or experience can exempt you from the possibilities of diving associated injuries. However, proper dive planning and following clear recommendations from your associated diving organisation can help limit and injuries. eDiveSoftware Ltd make NO direct recommendations and any recommendations given by the application are ONLY based on current diving recommendations and thus DOES NOT assume that any individual, diver or company using this application would be free from ANY such risks, however small. eDiveSoftware Ltd does not profess to be experts in these matters. eDiveSoftware Ltd has created the application to work with known common knowledge diving practices, but there may be exceptions relating to specific dive organisations that may apply and not be accounted for. You are solely responsible for verifying this data and use of the data.
If you have any questions regarding this Agreement or if you wish to request any information from eDiveSoftware Ltd please use the address and contact information included with this product or via the web at www.edivesoftware.com
Name & Registered Office:
EDIVESOFTWARE LIMITED
6TH FLOOR CARDINAL HOUSE
20 ST MARY'S PARSONAGE
MANCHESTER
LANCASHIRE
M3 2LG
Company No. 06623100
19th September 2008 |
