End-User Licence Agreement (EULA) for LR Software catering to Rulefinder
THIS LICENCE FOR THE RULEFINDER SOFTWARE IS AN AGREEMENT BETWEEN LLOYD’S
REGISTER EMEA, LLOYD’S REGISTER ASIA OR LLOYD’S REGISTER AMERICAS, INC (DEPENDING ON
WHERE YOU ARE DOMICILED) AND YOU. THE RULEFINDER SOFTWARE IS LICENSED SUBJECT TO THE
TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT. THE USE OF THIS SOFTWARE CONSTITUTES
ACCEPTANCE OF THIS AGREEMENT.
THE RULEFINDER SOFTWARE REFERRED TO IN THIS LICENCE AGREEMENT IS THIS AS
SUPPLIED ON THE DATE OF ACCEPTANCE OF THIS AGREEMENT.
1. DEFINITIONS AND INTERPRETATIONS
"Software" shall mean the RULEFINDER Software, the Program and the Data
including any modification made thereto.
"Documentation" shall mean the written material published by LR
specifically relating to the use of the Software.
"Effective Date" shall mean the date of dispatch of the Software to the
Licensee.
"Data" shall mean any data embedded in the Software including any
modification made thereto.
"Program" shall mean the computer program forming part of the Software
including any modification made thereto.
"Site" shall mean the installation site to which the Software is
delivered.
"Licensee" shall mean the person or body licensing the Software from LR.
2. LICENCE AND SUPPLY OF THE RULEFINDER SOFTWARE
2.1 Subject to the provisions of this Agreement and the Licensee
fulfilling its obligations hereunder, LR hereby grants the Licensee a non-exclusive,
non-transferable licence to install and use the Software in one Site. The Licensee
may use the Software only for processing its own data and for its own business
purposes. Except as otherwise agreed by LR in writing the Licensee may not use the
Software to provide a service to any third party including subsidiary or associated
companies or associates of the Licensee.
2.2 Except as provided in Clause 7 the Licensee is not permitted to
copy, transfer, de-compile, disassemble or create derivatives from the Software for
any purpose whatsoever.
3. DURATION
This Agreement shall commence on the Effective Date and shall continue
unless and until terminated in accordance with Clause 12 hereof. The provisions of
Clauses 2.2, 5, 6, 8, 10, 12.2, 14, 15 and 16.2 shall continue notwithstanding
termination of this Agreement.
4. FEES
The fees payable by the Licensee for the licence granted in Clause 2.1
are as published by LR at the time of the Licensee’s application for the Software.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 The copyright and all other intellectual property rights in the
Software and Documentation and all Program files and other documents prepared or
supplied by LR in connection with this Agreement are and will at all times remain
the property of LR.
5.2 The Licensee shall have no rights in or to the Software and
Documentation and all Program files other than the right to use it in accordance
with the terms of this Agreement.
6. CONFIDENTIALITY
The Licensee hereby accepts that the Software and Documentation and all
Program files are confidential and the Licensee shall not divulge the contents of
such or any part thereof in any form to any third party other than as used in
pursuance of the Licensee’s business. The Licensee agrees to take all reasonable
precautions to prevent unauthorised access to the Software (including access to the
Licensee’s premises) and to ensure that its employees comply with the
confidentiality obligations imposed upon the Licensee in this Clause.
7. COPYING
The Licensee may make such copies of the Software as are necessary for
the purpose only of guarding against accidental erasure but such copies must be
treated for all purposes as if they had been supplied by LR under this Agreement and
in particular must be protected from unauthorised access.
8. ACCESS TO PREMISES
The Licensee agrees to make such facilities available to LR as are
necessary including access to the Licensee’s premises to verify that the provisions
of Clauses 2, 6, 7 and 12.2 have been strictly observed.
9. MAINTENANCE
9.1 LR may at its discretion make modifications to the Software by way of
an up-dated version. LR reserves the right to charge the Licensee for the supply of
any such updated version.
9.2 LR reserves the right to provide the Licensee with updates or
supplements to the Software via automatic download to help maintain functionality.
The Software may connect via the internet to LR computer systems without further
notice to the Licensee and it is implied that the Licensee consents to such
connection.
9.3 LR reserves the right to extract information about LR software
products from the Licensee’s computer system to facilitate support and maintenance
offerings.
10. WARRANTY AND LIMITATION OF LIABILITY
10.1 Program
10.1.1 [THIS SUBCLAUSE SHALL NOT APPLY TO THE UNREGISTERED DEMONSTRATION
VERSION] LR warrants that for a period of three months from the Effective Date the
Program shall operate substantially in accordance with the Documentation. Should the
Licensee notify LR within this period of an error in the Program then LR, without
charge to the Licensee, shall use its best endeavours to determine the cause of the
error, to remedy it and promptly to supply corrections or a replacement Program as
LR shall deem necessary. The provisions of this sub-clause shall be in lieu of any
other conditions or warranties (expressed or implied), including but not limited to
any warranties of merchantability or fitness for a particular purpose and shall
represent LR’s sole and exclusive liability with respect to any error in the
Program.
10.1.2 In no event will LR be liable for indirect, incidental or
consequential damage arising out of the use of or inability to use the Program,
including any claim against the Licensee by any other party, even if LR has been
advised of the possibility of such damages.
10.2 Data
10.2.1 In providing services, information or advice neither LR nor any
of its officers, employees or agents warrants the accuracy of any information or
advice supplied. Except as set out herein neither LR nor any of its officers,
employees or agents (on behalf of each of whom LR has agreed this clause) shall be
liable for any loss, damage or expense whatever sustained by any person due to any
act, omission or error of whatsoever nature and howsoever caused of LR, its
officers, employees or agents or due to any inaccuracy of whatsoever nature and
howsoever caused in any information or advice given in any way whatsoever by or on
behalf of LR even if held to amount to a breach of warranty. Nevertheless, if any
person, who is party to the agreement pursuant to which LR provides any service,
uses LR’s services or relies on any information or advice given by or on behalf of
LR and suffers loss, damage or expense thereby which is proved to have been due to
any negligent act, omission or error of LR, its officers, employees or agents or any
negligent inaccuracy in information or advice given by or on behalf of LR then LR
will pay compensation to such person for his proved loss up to but not exceeding the
amount of the fee (if any) charged by LR for the particular service, information or
advice.
10.2.2 LR its officers, employees or agents (on behalf of each of whom
this notice is given) shall be under no liability or responsibility in negligence or
otherwise howsoever to any person who is not a party to this Agreement in respect of
any information or advice expressly or impliedly given by LR or in respect of any
act, omission or inaccuracy by LR.
10.3 None of the provisions in this clause shall apply so as to restrict
LR’s liability for death or personal injury resulting from LR’s, its officers’ or
employees’ negligence.
11. FORCE MAJEURE
LR shall be relieved from liability under this Agreement if and to the
extent that it becomes unable to carry out all or any of its obligations as a result
of any event or matter beyond its reasonable control which occurs after the date of
this Agreement and which was not reasonably to be foreseen as likely to occur.
12. TERMINATION
12.1 This Agreement shall commence on the Effective Date and shall
continue in force unless and until terminated with immediate effect, upon notice in
writing being given by a party, if one of the following events occur:
12.1.1 In the event of the other party committing any breach of this
Agreement which is remediable and not remedying the same within 30 days of notice in
writing specifying such breach; or
12.1.2 If the other party commits any irremediable breach of this
Agreement or repeats any such breach as has previously been the subject of a notice
under Clause 12.1.1 above; or
12.1.3 If the other party commits an act of bankruptcy, enters or is put
into liquidation or receivership, passes a reduction for its winding up (other than
for the purpose of amalgamation or reconstruction) or makes any composition with its
creditors.
12.2 Upon the termination of this Agreement the Licensee undertakes not
to take copies of the Software either in printed form or in machine readable format,
and to expunge the Software from its computer system.
13. ASSIGNMENT
Except as otherwise agreed by LR in writing, this Agreement shall not be
assigned and the Licensee shall have no right to sub-license transfer the benefit of
or otherwise dispose of the rights hereby granted which are personal to the Licensee
alone.
14. NOTICE
Any notice given under this Agreement by either party to the other must
be in writing.
15. JURISDICTION
This Agreement shall be governed by and construed in accordance with
English Law. The parties hereby submit to the non-exclusive jurisdiction of the
English Courts.
16. MISCELLANEOUS
16.1 Any modification to this Agreement will be effective only when
signed by a duly authorised representative of both parties.
16.2 Any provision herein which in any way may contravene the applicable
laws or regulations of any jurisdiction to which this Agreement is subject shall be
deemed to the extent of such contravention, severable and of no force or effect and
shall not affect any other provision of this Agreement.