END-USER LICENSE AGREEMENT
This End-User License Agreement (“Agreement”) is made and entered into between Octeract Limited (“OCTERACT”) and the individual or entity end-user (“You” or “Your”) who intends to install the software subject to this License Agreement. “Software” means collectively: (i) the machine-readable object code version of the Octeract Software, (ii) any published user manuals and documentation that OCTERACT provides, (iii) any fixes, updates, upgrades or new versions of the Octeract Software and documentation, and (iv) any copies of the Octeract Software and documentation made by You or provided to You by OCTERACT. By installing the Software, You are accepting the terms of this license agreement.
The Software is licensed, not sold, to You for use only under the following terms. OCTERACT reserves all rights not expressly granted to You and retains all ownership of all copies of the Software. You assume sole responsibility for the installation, use and results obtained from Your use of the Software.
- LICENSE. OCTERACT grants to You a non-exclusive, non-transferable, non-sublicensable License to
use the copy of the Software downloaded from OCTERACT’s website for as long as you are in compliance with the terms of this License. Termination of this License for any reason shall not terminate the other terms of this Agreement. This License authorizes you to do the following: (a) Install the Software on as many computers as desired for use on those computers; and (b) Make and retain as many copies as desired in machine-readable form solely for backup or archival purposes for the computers for which the Software is installed.
- TITLE. Title, ownership rights, and intellectual property rights in and to the Software shall remain in OCTERACT. You agree to abide by the copyright law and all other applicable laws of England and Wales. You shall have and retain title to any data You input or collate through the use of this Software.
- DISCLAIMER OF WARRANTIES. THE SOFTWARE IS PROVIDED ‘AS IS’ WITHOUT WARRANTY OF ANY KIND AND OCTERACT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED OR ARISING OUT OF A COURSE OF CONDUCT OR COURSE OF DEALING, INCLUDING ALL WARRANTIES OF TITLE, PERFORMANCE, USE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONIINFRINGEMENT AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. OCTERACT MAKES NO WARRANTY REGARDING NONIINTERRUPTION OF USE. NO ORAL OR WRITTEN STATEMENT PROVIDED BY OCTERACT SHALL CREATE ANY WARRANTY.
- LIMITATION OF LIABILITY. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY END USER. OCTERACT SHALL NOT HAVE ANY LIABILITY TO END USER OR ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, PROFIT OR OPPORTUNITY, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF OCTERACT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE.
- HIGH RISK ACTIVITIES. The Software is not intended for use in hazardous environments requiring fail-safe performance (such as, without limitation, the planning, construction, maintenance, control, or direct operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, medical device and life support machines, or weapon systems) in which the failure of the Software could lead to death, personal injury or physical and environmental damage (‘High Risk Activities’). Accordingly, this Agreement excludes any High Risk Activities and End User agrees not to use the Software in connection with High Risk Activities.
- TERMINATION. You may terminate this License (but not this License Agreement) at any time by destroying all Your copies of the Software and related documentation. OCTERACT may terminate this License upon written notice to You in response to any breach to this Agreement by You. Upon termination of this License for any reason, You agree to destroy all Your copies of the Software and related documentation. In the event of termination, this Agreement will survive. This License is to You and You agree not to attempt to assign Your License or this Agreement without OCTERACT’s prior written consent. This License shall be governed by and construed in accordance with the laws of England and Wales. Any claims brought under this Agreement shall be brought only in the courts of England and Wales.
- CONFIDENTIALITY. You acknowledge that the Software in source code form remains a confidential trade secret of OCTERACT. You agree not to modify the Software or attempt to decipher, decompile, disassemble or reverse engineer the Software, except to the extent applicable laws specifically prohibit such restriction. You agree not to deliver or otherwise make the Software available to anyone other than You or the authorized employees of Your company (if You are a business entity) and only for the normal end-uses of the Software. You agree to use Your best efforts to safeguard the Software and to ensure that no unauthorized person gains access to the Software and that no unauthorized copy, publication or decompilation is made of the Software.