DO NOT INSTALL THIS SOFTWARE UNTIL YOU HAVE READ AND ACCEPTED ALL THE TERMS OF THIS LICENCE. YOUR INSTALLATION OF THIS SOFTWARE WILL BE DEEMED TO BE YOUR ACCEPTANCE OF THE FOLLOWING TERMS AND YOUR WISH TO BECOME THE LICENSEE OF THIS ARKAOS VJ OR VMP SOFTWARE, WHICH ACCEPTANCE SHALL BIND YOU AND ALL OF YOUR EMPLOYEES, AGENTS OR OTHER PARTIES WHO WILL USE THIS SOFTWARE TO THE TERMS OF THE SAID LICENCE.
The ArKaos Corporation (S.A. ARKAOS, Chaussée de Charleroi, 95 B- 6060 GILLY - Belgium) is authorised to license the software of this installation (the ArKaos VJ or VMP Software) and by installing the licensee accepts a non-exclusive, non-transferable Licence to "Use" (as hereinafter defined) the ArKaos VJ or VMP Software on a single computer system ("The System"), subject to the terms and conditions contained herein.
This Licence entitles the Licensee to:
(a) use the one copy of the Software contained in this package on the System;
(b) use the Software strictly in accordance with the provisions of Clause 2 of this Licence;
(c) receive the benefit of the warranty specified herein;
1. Acceptance of this Licence.
The terms and conditions of this Licence are deemed to be accepted by the parties as follows:
(a) by the Licensor upon despatch/delivery by the Licensor of this package to the Licensee, and
(b) by the Licensee by installing the software.
2. Use of the Software.
For the purposes of this Licence "Use" shall mean and include:
a. Utilising the whole or any part of the ArKaos VJ or VMP Software by loading, transferring, copying or transmitting the same into or within the single computer system for the processing of the system instructions or statements contained in the Software.
b. Merging the whole or any part of the ArKaos VJ or VMP Software in machine-readable form into another software program.
c. Copying the whole of the ArKaos VJ or VMP Software, which is in machine-readable form, into a machine- readable copy for Use by the Licensee solely on the System and for the purpose only of understanding the contents of such readable material and for back up, PROVIDED THAT no more than one (1) copy will be in existence under any Licence at any one time without prior written consent from the Licensor.
d. Storing the whole or any part of the ArKaos VJ or VMP Software on the System or other storage unit or disk.
e. Utilising (but not copying) the instructional and/or operational manuals relating to the ArKaos VJ or VMP Software.
3. Licensee's Undertakings :
The Licensee undertakes:
a. Not to copy (other than for normal System operation and as specified in Clause 2 above), reproduce, translate (including electronic transfer), adapt, vary or modify the Software nor to communicate the same to any third party without the Licensor's prior written consent.
b. To supervise and control Use of the ArKaos VJ or VMP Software in accordance with the terms of this Licence.
c. To ensure that its employees, agents and other parties who will use the ArKaos VJ or VMP Software are notified of this Licence and the terms contained therein, and this prior to the said employee, agent or party using the said Software.
d. To reproduce and include the copyright notice of the Licensor on all and any copies, whether in whole or in part, in any form, including partial copies of modifications of the ArKaos VJ or VMP Software made herein.
e. Not to provide or otherwise make available the Software in whole or in part (including where applicable, but not limited to, programme listings, object code and source programme listings, object code and source code), in any form to any person other than the Licensee's employees or as specified in (c) above without prior written consent from the Licensor.
f. To refrain from amending the method of working of the ArKaos VJ or VMP Software by way of reverse engineering, (necessary information to achieve the interoperability of the ArKaos VJ or VMP Software being available for the Licensee from the Licensor).
4. Warranty.
a. The Licensee acknowledges that software in general is not error-free and agrees that the existence of such errors shall not constitute a breach of this Licence.
b. In the event that the Licensee discovers a material error which substantially affects the Licensee's use of the same and notifies the Licensor of the error within 90 days from the date of despatch of this Licence and the accompanying Software to the Licensee (the "warranty period"), the Licensor shall at its sole discretion either refund the licence fee or use all reasonable endeavours to correct by patch or new release, also at its sole discretion, that part of the ArKaos VJ or VMP Software which does not so comply, PROVIDED THAT such non-compliance has not been caused by any modification, variation or addition to the original ArKaos VJ or VMP Software not performed by the Licensor or caused by its incorrect use, abuse or corruption or by use of the ArKaos VJ or VMP Software with other software or on equipment with which it is incompatible.
5. Interoperability.
The Licensor undertakes to answer in the shortest possible reasonable time, requests for information made by the Licensee, linked to the interoperability of the ArKaos VJ or VMP Software.
6. Source - Escrow.
The Licensor has established certain source code deposit arrangements ("accord de séquestre") covering the source code and documentation for the "ArKaos software" with the AGENCY FOR THE PROTECTION OF PROGRAMS (The A.P.P), W.T.C 10, route de l'Aéroport CH 125 Geneva. While this Agreement continues to exist, the Licensee will be entitled to receive the protection of such escrow arrangements in accordance with the rules and provisions of the "Procedure for the Applications of the Article 6 of the APP - IDDN - General Regulation ".
7. The Licensor's Liability
a. The Licensor shall not be liable to the Licensee for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Licence, the ArKaos VJ or VMP Software, its use (whether or not as defined in this Licence) or otherwise, except to the extent that such liability may not be lawfully excluded.
b. Notwithstanding the generality of (a) above, the Licensor expressly excludes liability for indirect, special, incidental or consequential loss or damage which may arise in respect of the ArKaos VJ or VMP Software, its Use, (whether or not as defined in this Licence), the System or in respect of other equipment or property, or for loss of profit, business, revenue, goodwill or anticipated savings.
8. Patents, Trademarks, Copyright and Intellectual Property Rights.
a. The Licensee acknowledges that any and all of the trademarks, trade names, copyrights, patents and other intellectual property rights used or embodied in or in connection with the ArKaos VJ or VMP Software shall be and remain the sole property of the Licensor. The Licensee shall not during or at any time after the expiry or termination of this License in any way question or dispute the ownership by the Licensor of any such rights.
b. The ArKaos VJ or VMP Software, all copies of the software and derivative works based upon the ArKaos VJ or VMP Software or any part thereof remain the property of the Licensor.
c. The Licensee shall indemnify the Licensor fully against all liabilities, costs and expenses which the Licensor may incur as a result of work done in accordance with the Licensee's specifications involving infringement of any copyright patent or other proprietary right.
9. Confidential Information
All information, data, drawings, specifications, documentation, software listings, source or object code which the Licensor may have imparted and may from time to time impart to the Licensee, relating to the ArKaos VJ or VMP Software, is proprietary and confidential. The Licensee hereby agrees that it shall use the same solely in accordance with the provisions of this Licence and that it shall not at any time during or after expiry or termination of this Licence, disclose the same, whether directly or indirectly, to any third party without the Licensor's prior written consent.
The Licensee further agrees that it shall not itself or through any subsidiary, agent or third party modify, vary, enhance, copy, sell, lease, license, sub-license or otherwise deal in the ArKaos VJ or VMP Software or any part or parts, variations, modifications, copies, releases, versions or enhancements thereof or have any software or other programme written or developed for itself based on any confidential information supplied by the Licensor.
10 Force Majeure
The Licensor shall be under no liability to the Licensee in respect of anything which, apart from this provision, may constitute breach of this Licence arising by reason of force majeure, namely, circumstances beyond the control of the Licensor.
11 Assignment
The Licensee shall not assign or otherwise transfer all or any part of the ArKaos VJ or VMP Software or this Licence without the prior written consent of the Licensor.
12 Waiver
Failure or neglect by either party to enforce at any time the provisions hereof shall not be construed nor shall be deemed to be a waiver of that party's rights hereunder nor any way affect the validity of the whole or any part of this Licence nor prejudice that party's rights to take subsequent action.
13 Severability.
In the event that any of these terms, conditions or provisions should turn out to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall be withdrawn from the remaining terms, conditions and provisions, which shall continue to be valid to the fullest extent permitted by law.
14 Law.
The parties hereby agree that this Licence concluded between them and constituted on these terms and conditions shall be interpreted in accordance with Belgian Law.
