AGENARISK SOFTWARE END USER LICENCE AGREEMENT
IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. AGENA LIMITED ("AGENA") IS WILLING TO LICENCE THE SOFTWARE TO YOU AS THE INDIVIDUAL, THE COMPANY, OR THE LEGAL ENTITY THAT WILL BE USING THE SOFTWARE (REFERENCED BELOW AS "YOU" OR "YOUR") ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS LICENCE AGREEMENT. THIS IS A LEGAL AND ENFORCEABLE CONTRACT AND BY CLICKING THE ACCEPT OR YES BUTTON OR OTHERWISE INDICATING ASSENT ELECTRONCIALLY, OR LOADING THE SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
The software and documentation that accompanies this licence (collectively the "Software") is the property of Agena, or its licensors, and is protected by copyright law. While Agena continues to own the Software, You will have certain rights to use the Software after your acceptance of this licence. This licence governs any releases, revisions or enhancements to the Software that Agena may furnish to you. Except as may be modified by an Agena licence certificate or licence key (each a Licence Module). Your rights and obligations with respect to the use of this Software are as follows:
- use one copy of the Software on a single computer for the duration of your Subscription Period as identified on the Agena Sales Invoice, If a Licence Module accompanies, precedes or follows this licence, you may make the number of copies of the Software licenced to you by Agena as provided in your Licence Module. Your Licence Module shall constitute proof of your right to make such copies;
- make one copy of the Software for archival purposes or copy the Software onto the hard disk of Your computer and retain the original for archival purposes;
- use the Software on a network provided that you have a licenced copy of the Software for each computer that can access the Software over a network;
- after written notice to Agena, transfer the software on a permanent basis to another person or entity providing that you retain no copies of the Software and the transferee agrees to the terms of this licence; and
- use the Software in accordance with any additional permitted uses set forth below.
You may not:
- copy the printed documentation that accompanies the Software;
- sublicence, rent or lease any portion of the Software;
- reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, or create derivative works from the Software;
- use the Software as part of a facility management, timesharing, service provider or service bureau arrangement;
- use a previous version or copy of the Software after you have received and installed a replacement copy or an upgraded version. Upon upgrading the Software, all copies of the prior version must be destroyed;
- use a later version of the Software than is provided herewith unless provided as part of your subscription or have otherwise separately acquired the right to use the later version;
- use the Software in any manner not authorized by this licence; nor
- use the Software in any manner that contradicts restrictions set forth below.
If the Software or licence type is identified as one of the following, other rights and limitations apply as follows:
Academic Licencing. If the Software is purchased by a Qualified Educational Licencee and is identified as an Academic Licence you may use the Software for the duration of the subscription period on the condition that the Software is used only in conjunction with the classes or work related to the accredited higher educational institution ("AHEI") and shall not be used for any commercial purposes. A "Qualified Educational Licencee" shall mean (i) an AHEI; or (ii) a teacher or professor of an AHEI or (iii) a student of an AHEI; Any user that is not a Qualified Educational Licencee and is using a license sold to an AHEI has no rights under this Agreement. An AHEI may only use the software Agena shall resolve any issues relating to the eligibility or determination of a Qualified Educational Licencee at its sole discretion.
Enterprise / API Licence: If the Software is and the licence is identified as Enterprise / API Edition ("EE/API Software"), the Licencee may use one copy of the Software on a single computer. If a Licence Module accompanies, precedes or follows this licence you may make the number of copies of the Software licenced to you by Agena as provided in your Licence Module. Your Licence Module shall constitute proof of your right to make such copies. The EE/API Software is not licenced for use as part of a client-server or web-based configuration unless covered by a separate agreement with Agena. Nor is the EE/API Software licenced to be used to distribute runtime copies of the Software unless covered by a separate agreement with Agena.
Free Licence ("Free Software"). If the Software is identified and activated as Free Software you are not entitled to any support from Agena including Technical Support, free software maintenance updates, free automatic full version upgrades and new major releases. Nor does Agena offer any warranties relating to the Software.
Lite Licence ("Lite Software"). If the Software is identified and activated as Lite Software you are not entitled to any support from Agena including Technical Support, free software maintenance updates, free automatic full version upgrades and new major releases. Nor does Agena offer any warranties relating to the Software.
2. Protection against Unlicenced Software Use
There are technological measures in this Software that are designed to prevent unlicenced or illegal use of the Software. You agree that Agena may use these measures to protect Agena against software piracy. This Software may contain enforcement technology that limits the ability to install and uninstall the Software on a computer to not more than a finite number of times for a finite number of computers.
3. Limited Warranty
Agena warrants that the media on which the Software is distributed will be free from defects for a period of sixty (60) days from the date of delivery of the Software to you. Your sole remedy in the event of a breach of this warranty will be that Agena will, at its option, replace any defective media returned to Agena within the warranty period or refund the money you paid for the Software. Agena does not warrant that the Software will meet your requirements or that operation of the Software will be uninterrupted or that the Software will be error-free.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS.
4. Disclaimer of Damages
SOME COUNTRIES, INCLUDING MEMBER COUNTRIES OF THE EUROPEAN UNION DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIALDAMAGES SO THE BELOW LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL AGENA OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF AGENA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO CASE SHALL AGENA'S OR ITS LICENSORS' LIABILITY EXCEED THE PURCHASE PRICE FOR THE SOFTWARE. The disclaimers and limitations set forth above will apply regardless of whether you accept the Software.
5. AgenaRisk Maintenance Plan
You will receive free Technical Support via email during your Subscription Period Technical support is provided to you for Software installation, resolving Software errors and assisting with Software operation. Technical support is not for building Bayesian models from scratch, model de-bugging, or AgenaRisk training. These services may be obtained separately from Agena’s Training and Consulting team. The Plan covers an unlimited number of incidents during its duration and Agena guarantee 3-day technical support response time. If applicable, you will also receive free Software maintenance updates including bug fixes or minor product enhancements and free automatic full version upgrades during your Subscription Period. Any new major releases of the Software will automatically be available at no charge during the Subscription Period. For the avoidance of doubt if you fail to renew your subscription, you will no longer be able to access the Software and receive any of the benefits herein following its expiry.
The laws of England and Wales will govern this Agreement. The Agreement and any related Licence Module is the entire agreement between you and Agena relating to the Software and (i) supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to its subject matter; and (ii) prevails over any conflicting or additional terms of any quote, order, acknowledgement or similar communications between the parties. This Agreement shall terminate upon your breach of any term contained herein and you shall cease use of and destroy all copies of the Software. The disclaimers of warranties and damages and limitations of liability shall survive termination. This Agreement may only be modified by a Licence Module that accompanies this licence or by a written document that has been signed by both you and Agena. Should you have any questions concerning this Agreement or if you desire to contact Agena please write to: Agena Ltd 11 Main Street Caldecote Cambridge CB23 7NU United Kingdom.