SOFTWARE LICENCE AGREEMENT
PLEASE READ THIS LICENCE CAREFULLY. TO RUN A STEM MODEL WITH THIS SOFTWARE, YOU
MUST FIRST ACCEPT THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT BY CLICKING
ON THE BUTTON LABELLED "I Accept". IF YOU DO NOT ACCEPT THESE TERMS THEN CLICK ON
THE BOX LABELLED "Cancel" TO ABANDON THE MODEL RUN.
1 INTELLECTUAL PROPERTY RIGHTS
1.1 The copyright in this software ("the Software") and its associated documentation
is owned or licensed by IMPLIED LOGIC LIMITED with its registered office at Compass
House, Vision Park, Histon, Cambridge, CB24 9AD, UK ("Implied Logic"). You must
not use the Software unless you are or it has been supplied to you by the owner
of a current subscription for the Implied Logic STEM software product ("the Subscription").
By accepting these terms and conditions you agree with Implied Logic to be bound
by the terms of this Licence which will govern your use of the Software which may
include the desktop software (hereinafter known as the "Conventional Software",
also known as "C-STEM"), the server-enabling software (hereinafter called "the Enterprise
Software", also known as "eSTEM") and the demonstration software (hereinafter known
as the "Demonstration Software", also known as "STEM demo").
1.2 Implied Logic shall at all times retain ownership of all rights in the Software
and all subsequent copies thereof made by you regardless of form.
2 LICENCE
2.1 In consideration of your agreement to be bound by the terms and restrictions
hereunder, Implied Logic is prepared to grant you a non-exclusive non-transferrable
licence to use the Software subject to the following terms and conditions.
2.2 Under the licence granted in Clause 2.1 above you are permitted to:
2.2.1 load the Software onto a single computer and use it provided that the computer
is and remains under your control solely for the purpose of your personal business
or study;
2.2.2 transfer the Software from one computer to another provided it is used on
only one computer at any one time;
2.2.3 make a copy of the Software for back-up purposes only.
2.3 The maximum number of licensed users for the Conventional Software and Demonstration
Software and licensed Servers with the Enterprise Software is defined by the Subscription:
2.3.1 the Conventional Software and Demonstration Software should be run on a single
user's desktop
2.3.2 the Enterprise Software comprises a component object model (COM) technology
which enables STEM models to be run programmatically on a Server, an ASP.NET web
service designed to facilitate remote HTTP access to this COM technology, and extensions
to the Software specifically designed to generate programmatic logic in order to
run STEM models remotely via a web server.
2.4 As used herein, "Server" means an operating-system instance; and when licensed
for multiple Server instances:
2.4.1 each separate physical or virtual machine (or otherwise emulated hardware
system) in a server cluster or cloud-computing pod or spread across multiple hardware
partitions or blades is considered to be a separate Server instance
2.4.2 any load-balanced servers sharing a common IP address or Internet name are
considered to be separate Server instances
2.4.3 any hardware or software used to pool connections, re-route information, or
reduce the number of devices or users that directly access or use the Software (sometimes
referred to as "multiplexing" or "pooling") shall not reduce the number of licences
required
2.4.4 for avoidance of doubt, a failover configuration shall not increase the number
of licences required so long as the backup Server in such a configuration does not
run the Software concurrently with the main Server in the configuration and is only
activated in circumstances when the main Server is unable to run the Software satisfactorily
for the purposes envisaged by the Subscription.
2.5 Licensed users shall be permitted to use the Enterprise Software to provide
remote access for Allowed Models to be run programmatically from downloaded web
pages and to allow anonymous third parties to connect to the licensed Servers by
hypertext transfer protocol (HTTP) request or comparable Internet method to run
Allowed Models with the System installed on the Server subject to the overall concurrent
performance limits of the licensed number of Servers and their associated Internet
access infrastructure:
2.5.1 as used herein, "Allowed Model" means a STEM model created by a licensed user
in furtherance of the purpose of the Subscription
2.5.2 for avoidance of doubt, a licensed user shall not use the rights herein granted
to offer any service to a third party to host and run any STEM model which is not
an Allowed Model, or to offer any commercial service whatsoever to host and run
STEM models.
2.6 All rights not expressly granted to you hereunder are reserved. Save as expressly
permitted by this Licence you are not permitted, save to the extent and in the circumstances
expressly required to be permitted by law, to: rent, lease, sub-license, loan, copy,
modify, adapt, merge, translate, reverse engineer, decompile, disassemble or create
derivative works based on the whole or any part of the Software or its associated
documentation or use, reproduce or deal in the Software or any part thereof in any
way.
3 TERM
3.1 This Licence is effective until you terminate it by destroying the Software
and its documentation together with all copies. It will also terminate if you fail
to abide by its terms. Upon termination you agree immediately to destroy all copies
of the Software and its documentation including any Software stored on the hard
disk of any computer under your control.
4 WARRANTY AND LIMITATION
4.1 You acknowledge that software in general is not error-free and agree that the
existence of such errors in the Software shall not constitute a breach of this Licence.
Implied Logic does not warrant that the Software will meet your requirements or
that the operation of the Software will be uninterrupted or error-free or that defects
in the Software will be corrected. The Software is supplied to you "AS IS". Your
use of the Software shall be at your own risk. In no event will Implied Logic be
liable to you for any loss or damage of any kind (except personal injury or death
resulting from Implied Logic's negligence) including lost profits or any consequential
loss arising from your use of or inability to use the Software or from errors or
deficiencies in it whether caused by negligence or otherwise except as expressly
provided herein. In no event shall Implied Logic's liability to you exceed GBP50.
4.2 THE EXPRESS TERMS OF THIS LICENCE ARE IN LIEU OF ALL WARRANTIES, CONDITIONS,
UNDERTAKINGS, TERMS AND OBLIGATIONS IMPLIED BY STATUTE, COMMON LAW, TRADE USAGE,
COURSE OF DEALING OR OTHERWISE ALL OF WHICH ARE HEREBY EXCLUDED TO THE FULLEST EXTENT
PERMITTED BY LAW.
5 GENERAL
5.1 In the event that any of these terms and conditions shall be determined by any
competent authority to be invalid, unlawful or unenforceable to any extent, such
term, condition or provision shall to that extent be severed from the remaining
terms, conditions and provisions which shall continue to be valid to the fullest
extent permitted by law.
5.2 This Licence shall be governed by and interpreted in accordance with English
law and you agree to submit to the exclusive jurisdiction of the courts of England.
5.3 If there is an existing signed agreement ("the Existing Agreement") in place
between Implied Logic and yourself or your employer in relation to your licence
to use the Software, then the terms of the Existing Agreement govern your licence
to use the Software. If there is an inconsistency between this Licence and the terms
of the existing agreement, the Existing Agreement prevails.