FRACTAL MAP COMPONENT SET 2.0
Copyright © 1998-2006 Fractal Edge Limited.
All rights reserved.
Patents pending and granted in the USA, UK and other territories.
Please read this document carefully before continuing. The copy of Fractal Map Component Set supplied with this agreement and its installation program, including any programs or code libraries it contains, and any manuals or associated written material supplied with it (together the "Product"), is supplied by Fractal Edge Limited, a company incorporated under the laws of the Isle of Man (“Fractal:Edge”), for use solely by you or if applicable your company or organization (the “Licensee”) only as authorised hereunder.
By installing or using the Product you acknowledge that you (i) have read this Agreement and understand it, (ii) have all right power and authority to bind the Licensee to or use the Product under this Agreement, and (iii) agree, if applicable on behalf of the Licensee, to be bound by the terms and conditions of this Agreement. If you do not agree to be bound by the terms of this Agreement or if you are not authorised to bind the Licensee to or use the Product under this agreement, immediately cease to use and uninstall and permanently delete all originals and copies of the Product and its installation programs in your possession.
The Product and its accompanying documentation are protected by United Kingdom and international copyright law and trademark law and are the subject matter of patents and pending patents in various countries. Unauthorised use, translation, disassembly, modification, reverse engineering, reproduction or distribution of the Product or any portion of it is strictly prohibited and may result in civil and/or criminal penalties.
Based on the foregoing and other good and valuable consideration, the Licensee agrees:
1. LICENCE GRANT. Subject to the restrictions below, Fractal:Edge grants the Licensee a non-exclusive, non-transferable, revocable licence to install and use the Product only on computer(s) belonging to the Licensee. The Licensee may use the Product on a network, and may make one object code copy of the Product during the term of this Agreement for backup purposes on the condition that the Licensee reproduce on all copies of the Product created by the Licensee the copyright, trademark and patent notices and other proprietary legends that appear on the original copy of the Product. This Agreement does not include any rights to receive support or maintenance in connection with the Product or updates of the Product. The rights granted in this Agreement are granted only to the Licensee and may not be assigned or transferred to any other party.
REGISTERED ADDRESS:
EMAIL:
2. TERM. This Agreement shall commence upon the first installation of the Product by the Licensee and shall continue thereafter, unless terminated in accordance with the provisions of this Agreement.
3. NO IMPLIED LICENCE. The Licensee acknowledges that, except to the extent expressly provided in clause 1, this Agreement in no way shall be construed to provide an express or implied licence to use, modify or improve any of Fractal:Edge's copyrights, trademarks, trade secrets, patents and/or other Intellectual Property Rights (as defined in clause 5).
4. RESTRICTIONS. The Product contains proprietary information, which is protected by a combination of copyright, trademark, patent, trade secret and/or other proprietary rights, and constitutes valuable property of Fractal:Edge. The Licensee acknowledges that the Product is disclosed to the Licensee only for purposes consistent with the terms and conditions of this Agreement and that the Licensee does not acquire any rights of ownership or title in the Product. The Licensee may not (i) save as permitted by law, translate, modify, adapt, amend, disassemble, decompile or reverse-engineer the Product; (ii) rent, lease, loan, sell, sublicense, grant a security interest in, or otherwise distribute or transfer the Product to any third party; (iii) create derivative works of the Product; or (iv) remove any copyright, patent, trademark or other proprietary notice or label from the Product or any accompanying documentation or materials except in accordance with this Agreement.
5. OWNERSHIP. Fractal:Edge owns all right, title and interest in and to all Intellectual Property Rights subsisting in the Product and all portions thereof. For the purposes of this Agreement, "Intellectual Property Rights" means any and all rights affecting intellectual or industrial property existing now or in the future in the United Kingdom or anywhere in the universe. Intellectual Property Rights include, without limitation, any and all rights (i) under the laws of copyright, patent, trade secret, trademark, trade dress, unfair competition, "droit moral" or moral rights, or other similar laws; (ii) of publicity or privacy; (iii) relating to the development, display and use of databases, or know-how; and (iv) subsisting in any and all applications, registrations, renewals, extensions, restorations, continuations, divisionals, or foreign counterparts of any of the foregoing. “Fractal:Edge” is a trademark or registered trademark of Fractal:Edge. Unauthorised copying of the Product will cause Fractal:Edge great and irreparable harm. Fractal:Edge is entitled to seek immediate equitable relief from any court of competent jurisdiction to prevent or stop the Licensee’s threatened or actual infringement of any of those rights.
6. DISCLAIMER OF WARRANTIES. (i) Except as stated in this Agreement, the Product is provided "AS IS" without warranty of any kind. To the extent permitted by law, Fractal:Edge expressly disclaims any and all warranties, conditions, representations and other terms, whether express or implied by statute, common law or otherwise regarding the Product (including but not limited to any implied warranties, conditions, representations or other terms as to satisfactory quality, fitness for a particular purpose, lack of viruses, or as to the use of reasonable care and skill). (ii) The Licensee acknowledges that it has all responsibility for selecting the Product to meet its requirements. Fractal:Edge does not warrant that the Product will meet the Licensee’s requirements, or that the operation of the Product will be uninterrupted or error-free. (iii) Fractal:Edge does not warrant or make any representations regarding the use or the results of the use of the Product in terms of its correctness, accuracy, reliability, or otherwise.
7. LIMITATION OF LIABILITY. (i) Nothing in this Agreement shall exclude or limit either party's liability to the other for fraud, death or personal injury arising from its negligence or for any other acts or omissions which the governing law of this Agreement prohibits the exclusion or limitation of or for. (ii) Fractal:Edge does not accept liability for damage to the Licensee's tangible property howsoever caused. (iii) Fractal:Edge shall not be liable to the Licensee in contract, tort (including negligence or breach of statutory duty) or otherwise for any of the following losses or damages, whether direct or indirect, and even if such losses and/or damages were foreseen, foreseeable or known, or Fractal:Edge was advised of the possibility of them in advance: loss of, damage to or corruption of data; economic loss; loss of actual or anticipated profits; loss of business revenue; loss of anticipated savings; loss of business; loss of opportunity; loss of goodwill; and/or any indirect, special or consequential loss or damage howsoever caused. (iv) Except as provided elsewhere in this clause, Fractal:Edge's total liability to the Licensee for all damages, losses, and causes of action, whether in contract, tort (including negligence) or otherwise for any default (or series or related events of default) under this Agreement and in respect of which the Licensee suffers any loss shall not exceed the amounts paid to Fractal:Edge by the Licensee under this Agreement.
8. DATA PROTECTION AND CONFIDENTIALITY. The parties shall observe their obligations under the Data Protection Act 1998 arising in connection with this Agreement.
9. TERMINATION. Either party may terminate this Agreement by giving not less than 30 (thirty) days prior written notice to the other, in the case of Fractal:Edge by publishing such notice on the website from which the Product was downloaded, or in the case of the Licensee by contacting Fractal:Edge at the registered or email address given below. Fractal:Edge may terminate this Agreement immediately: (i) upon the Licensee’s breach of any provision of this Agreement where such breach cannot be remedied; (ii) upon the Licensee's breach of any provision of this Agreement where such breach can be remedied and the Licensee has failed to remedy such breach within twenty (20) days of Fractal:Edge giving notice of the breach to the Licensee requiring its remedy; or (iii) if the Licensee enters into a composition with its creditors; or if an order is made for the winding up of the Licensee; or if an effective resolution is passed for the winding up of the Licensee (other than for the purposes of amalgamation or reconstruction on terms approved in writing by Fractal:Edge, such approval not to be unreasonably withheld); or if the Licensee has a receiver, manager, administrative receiver or administrator appointed in respect of it. On expiry or termination of this Agreement for any reason, the Licensee shall forthwith permanently delete or destroy all copies of the Product in the Licensee’s possession including backup copies whether partial or complete. The Licensee shall further provide to Fractal:Edge within seven days of such expiry or termination a certificate of destruction of all said programs and files. Clauses 3, 4, 5, 6, 7 and 8 shall survive the termination or expiry of the Agreement.
10. GOVERNING LAW. This Agreement and any claim or cause of action arising under or related to this Agreement in any way shall be governed by and construed in accordance with the laws of England and Wales. In connection with any claim or cause of action that arises under or is related to this Agreement in any way, the Licensee hereby consents to the exclusive jurisdiction of the English courts.
11. SEVERABILITY. To the extent that any of the provisions of this Agreement, or any word, phrase, clause, or sentence thereof, is found to be illegal or unenforceable for any reason, that provision, word, phrase, clause, or sentence will be reformed or deleted only to the extent necessary to make this Agreement as reformed legally enforceable. That reformation or deletion will not affect the balance of the provisions or parts of this Agreement, which are to be construed as severable and independent.
12. ENTIRE AGREEMENT. This Agreement, together with any Notifications, constitutes the entire agreement between the parties with respect to its subject matter, and supersedes any and all written or oral agreements previously existing between the parties with respect to such subject matter. No delay on the part of Fractal:Edge in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any waiver on the part of Fractal:Edge of any right preclude any other or further exercise of any right under this Agreement. The captions and headings of the clauses and paragraphs contained herein have been inserted for the convenience of the parties and shall not be construed as a part of or modifying any provisions of this Agreement. Each of the parties acknowledges and agrees that in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) other than as expressly set out in this Agreement. The only remedy available to either party in respect of any such statement, representation, warranty or understanding shall be for breach of contract under the terms of this Agreement.
Fractal Edge Limited
Royal Trust House
60 Athol Street
Douglas
Isle of Man IM1 1JD
United Kingdom
contracts@fractaledge.com