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License Agreement


  1. This software package including the user manual and any associated documentation ("the Licensed Software") is supplied under licence from Triplewood Consulting Limited, United Kingdom ("TRIPLEWOOD"), upon the following terms and conditions which you are deemed to have accepted by installing the Licensed Software, thereby becoming the Licensee of the Licensed Software.
  2. All copyrights, title and other intellectual property rights in the Licensed Software are owned by TRIPLEWOOD and its licensors. TRIPLEWOOD is authorised to permit the Licensee to load the Licensed Software onto a computer and use the Licensed Software subject to the terms and conditions set out below.
  3. CONDITIONS OF USE
    1. You may:
      1. use the Licensed Software in connection with the computer system and for the number of users and purpose specified by TRIPLEWOOD or the Licensed Software supplier.
      2. make back-up copies of the Licensed Software (but not the user manual or associated documentation) solely for back-up purposes provided that you reproduce all copyright notices, trade marks, legends and logos on the back-up copies and maintain an accurate record of the location of the back-up copies.
    2. You may not:
      1. permit the use of the Licensed Software by more than the specified number of users.
      2. make copies of the Licensed Software except for security back-up purposes.
      3. make copies of the user manual or associated documentation.
      4. distribute, transfer, loan, rent, assign, lease or sub-license the Licensed Software or any copy or any part of it to anyone else.
      5. alter or adapt the Licensed Software by reverse engineering, decompiling or disassembling it or otherwise.
      6. remove any copyright notice, trade mark, legend, logo or product identification from the Licensed Software or the back-up copies.
    3. Educational Licensees may only use the Licensed Software as a teaching aid or in connection with students' course work or Research which is not funded commercially or by government organizations.
    4. Personal Use Licensees may only use the Licensed Software for personal non-commercial non-governmental purposes.
    5. If the Licensed Software is provided for Evaluation or Demonstration purposes then it may not be used for any purpose other than to evaluate or demonstrate its functionality.
    6. If the Licensed Software is provided to Educational or Personal Use Licensees or provided for Evaluation or Demonstration purposes then it may not be used in connection with any commercial or governmental activity including but not limited to production of software or other products or services which could possibly directly or indirectly generate revenue or which are to be made widely available.
    7. The Licensed Software contains technology which is subject to U.S. and U.K. export control laws and may be subject to export or import regulations in other countries. Licensee agrees to comply with all such laws and regulations.
  4. TERM
    1. The Licence Agreement becomes effective when you first install the Licensed Software.
    2. The Licence Agreement will terminate:
      1. if you notify TRIPLEWOOD, or the Licensed Software supplier, that you wish to terminate the licence.
      2. automatically if you are in breach of or fail to comply with any term or condition herein.
      3. after the time period, if any, specified by TRIPLEWOOD or the Licensed Software supplier.
    3. Upon any termination you must destroy all copies of the Licensed Software and certify to TRIPLEWOOD that it has been so destroyed. Upon termination you will not be entitled to any refund of money or other consideration paid by you.
  5. LIABILITY
    1. TRIPLEWOOD AND THE LICENSED SOFTWARE SUPPLIER, DISTRIBUTORS AND DEALERS MAKE NO REPRESENTATIONS OR WARRANTIES WHETHER EXPRESS OR IMPLIED (BY STATUTE OR OTHERWISE) RELATING TO THE PERFORMANCE, QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SOFTWARE OR OTHERWISE AND ALL SUCH REPRESENTATIONS AND WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED AND EXCLUDED.
    2. YOU ALONE ARE ABLE TO DETERMINE WHETHER THE SOFTWARE WILL MEET YOUR REQUIREMENTS AND THE ENTIRE RISK AS TO ITS PERFORMANCE IS WITH YOU AND, EXCEPT TO THE EXTENT PROVIDED IN SECTION 5 ABOVE, SHOULD THE SOFTWARE PROVE DEFECTIVE YOU ALONE MUST ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION AND ANY INCIDENTAL OR CONSEQUENTIAL EXPENSES. IN NO EVENT WILL TRIPLEWOOD, ITS LICENSED SOFTWARE SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR (1) DIRECT, (2) INDIRECT, (3) SPECIAL, (4) INCIDENTAL OR (5) CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS OR BUSINESS) RESULTING FROM ANY DEFECT AND/OR USE OF THE LICENSED SOFTWARE, EVEN IF TRIPLEWOOD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, WHETHER DUE TO TRIPLEWOOD'S NEGLIGENCE, BREACH OF CONTRACT, MISREPRESENTATION OR OTHERWISE.
    3. NOTWITHSTANDING THE ABOVE, IF THERE SHOULD ARISE ANY LIABILITY ON THE PART OF TRIPLEWOOD BY REASON OF THE LICENSING OR USE OF THE LICENSED SOFTWARE OR OTHERWISE, WHETHER DUE TO TRIPLEWOOD'S NEGLIGENCE, BREACH OF CONTRACT, MISREPRESENTATION OR OTHERWISE SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE PRICE PAID BY YOU FOR THE LICENSE TO USE THE SOFTWARE OR AT THE ELECTION OF TRIPLEWOOD THE COST OF REPAIR OR REPLACEMENT OF THE DEFECTIVE SOFTWARE BY TRIPLEWOOD.
    4. You shall indemnify TRIPLEWOOD, its Licensors and the Licensed Software supplier against all claims by third parties (other than claims alleging breach by the Licensed Software, as supplied, of a third party's copyright, patent or other intellectual property rights) arising from the possession or use of the software by you or anyone using it with your consent.
  6. GENERAL
    1. This Licence Agreement is governed by and interpreted in accordance with the laws of England and you agree to submit to the non-exclusive jurisdiction of the English courts.
    2. By installing the Licensed Software you acknowledge that you have read this Agreement, understand it and agree to be bound by its terms and conditions.
    3. Any representations, modifications or amendments to this Agreement shall be of no force unless contained in a written memorandum from TRIPLEWOOD and signed by a duly authorised officer of TRIPLEWOOD.
    4. Any party's failure or delay in enforcing any provision hereof will not waive that party's rights.
    5. If any provision of this Agreement is found invalid or unenforceable pursuant to any judicial decree or otherwise the remainder of this Agreement shall remain valid and enforceable according to its terms.
    6. TRIPLEWOOD may assign or transfer its rights and obligations under this Agreement without your prior consent.
  7. U.S. GOVERNMENT RESTRICTED RIGHTS. The Licensed Products provided under this Agreement are commercial computer software developed exclusively at private expense, and in all respects is proprietary data belonging to Licensor or its suppliers. If the Licensed Products are acquired by or on behalf of agencies or units of the Department of Defense ("DoD"), then, pursuant to DoD FAR Supplemental Section 227.7202 and its successors (48 C.F.R. 227.7202) the Government's right to use, reproduce or disclose the Licensed Products acquired under this Agreement is subject to the restrictions of this Agreement. If the Licensed Products are acquired by or on behalf of civilian agencies of the U.S. Government, then, pursuant to FAR Section 12.212 and its successors (48 C.F.R. 12.212), the Government's right to use, reproduce or disclose the Licensed Products acquired under this Agreement is subject to the restrictions of this Agreement.

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