
License Agreement
END-USER LICENSE AGREEMENT FOR i-CD PUBLISHING SOFTWARE
IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and i-CD Publishing Limited (i-CD) of Unit 8/10, Quayside Lodge, William Morris Way, London SW6 2UZ. The SOFTWARE PRODUCT includes computer software, data, the associated media, any printed materials, and any electronic documentation. By purchasing, installing, copying or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you are not willing to be bound by these terms you should promptly contact i-CD for instructions on return of the unused product(s).
The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
THIS IS A LICENSE NOT A SALE
1. GRANT OF LICENSE.
This EULA grants you the non-exclusive and non-transferable right to install and use one copy of the SOFTWARE PRODUCT for your personal use only.
2. RESTRICTED RIGHTS.
2.1 The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use on more than one computer. The files may not be copied from the CD-ROM except through the Installation program.
2.2 You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT save as expressly allowed by applicable law.
2.3 You may not resell, sublicense, rent or lease the SOFTWARE PRODUCT.
2.4 Without prejudice to any other rights, i-CD may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts.
3. COPYRIGHT.
3.1 All title and copyrights in and to the SOFTWARE PRODUCT, the accompanying printed materials, and any copies of the SOFTWARE PRODUCT, are owned by i-CD or its suppliers. The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions. You may not copy the printed materials accompanying the SOFTWARE PRODUCT.
3.2 You shall not during or after the expiry or termination of this Agreement abuse or permit or enable the abuse of the copyright in the SOFTWARE PRODUCT or use or adopt any trade mark, trade name, or commercial designation that includes or is similar to or may be mistaken for the whole or the part of any trade mark, trade name or commercial designation used by i-CD.
3.3 You undertake not to reproduce, adapt, translate, arrange or make available to any third party, either directly or indirectly, any part of the SOFTWARE PRODUCT.
3.4 You acknowledge that the SOFTWARE PRODUCT is not sold for the purpose of enabling you to extract or re-utilise the contents of the SOFTWARE PRODUCT (or any part thereof) for any commercial or non-private purpose including but not limited to trading, building or validating commercial databases, reselling or re-distributing or publishing the data contained in the SOFTWARE PRODUCT, fully or partially, and that any such use shall be in material breach of this license.
3.5 You acknowledge that civil and criminal penalties may be incurred in the event of ANY infringement of the copyright in the SOFTWARE PRODUCT or any other material breach of this license, and that any such infringement by you may result in irreparable damage and or loss to i-CD, and accordingly you agree that, in addition to any other right or remedy, i-CD shall be entitled to seek immediate injunctive relief to restrain any actual or apprehended infringement thereof. You undertake to indemnify i-CD in full, against all loss, damage, costs and expenses which may be incurred by i-CD by reason of any such infringement.
4. The use of this SOFTWARE PRODUCT in a way that breaches a user's local national laws, including data protection laws, is strictly prohibited. Users are advised to consult with relevant local authorities if they are unsure whether a particular use would require a license or a permit or whether it would be breaching any applicable law. This SOFTWARE PRODUCT is for your own internal personal use only. You may not sell, rent, lease or otherwise distribute any portions of the data content to any third party. You may not connect the API or the data content to the Internet or an Intranet or allow Internet or Intranet access to the API or data content directly or indirectly in any way. You may not use this information for direct marketing. If you wish to integrate your own interface to the SOFTWARE PRODUCT you may do so but only within the clear Terms of this EULA. That is to say that the data can only be downloaded for internal purposes and must not be used for direct marketing, verification, integration, on any intranet, etranet or on the world wide web, or any commercial purposes whatsoever. End user shall indemnify i-CD its licensors, agents and employees against all costs, loss, liability and expense arising from (i) any claims against or incurred by i-CD in connection with the use of i-CD SOFTWARE PRODUCT by end userÆs agents and employees and (ii) any claims relating to use by end user of any product not provided by i-CD but used in conjunction with the i-CD SOFTWARE PRODUCT
5. The SOFTWARE PRODUCT and all related documents are the property of i-CD and shall not be disclosed to any third party.
6. i-CD warrants that:
6.1 The SOFTWARE PRODUCT when properly used, will operate substantially as set out in the published specifications of i-CD for a period of one (1) year from purchase, and
6.2 The media on which the SOFTWARE PRODUCT is delivered will be free of defects in material and workmanship for a period of ninety (90) days from purchase.
6.3 i-CD is the owner or licensee of the SOFTWARE PRODUCT, and that it has the right and authority to convey and grant the license(s) herein and to perform this Agreement, and that the use of the Program by End user as contemplated by this Agreement will not infringe any patent, copyright, trade secret or other proprietary rights of any third party.
6.4 End userÆs sole remedy for breach of the above warranty shall be, at i-CDÆs option, the repair or replacement of the Program or the media.
6.5 i-CD MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE PROGRAM OR GOODS OR SERVICES TO BE SUPPLIED BY i-CD, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. i-CD DOES NOT WARRANT THAT THE PROGRAM WILL BE ERROR-FREE, OR THAT ANY DEFECTS THAT MAY EXIST IN THE PROGRAM WILL BE CORRECTED. END USER ACKNOWLEDGES THAT i-CD HAS MADE NO REPRESENTATIONS REGARDING WARRANTY OR PERFORMANCE OR CAPABILITY.
6.6 IN NO EVENT SHALL i-CD OR ITS LICENSORS BE LIABLE FOR ANY LOSS OF PROFITS, USE, BUSINESS, DATA OR INFORMATION OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM LOSS OF USE, LOSS OF ANTICIPATED SAVINGS OR LOST DATA EVEN IF i-CD HAS BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF, OR FOR ANY CLAIM BY ANY THIRD PARTY.
6.7 The liability of i-CD hereunder whether in contract or in tort shall in no event exceed the license fees paid by end user (if any). This limitation shall not apply to liability in respect of death or personal injury caused by i-CDÆs negligence.
7. GENERAL.
7.1 This Agreement shall be governed by and construed under English Law and the parties hereto submit to the exclusive jurisdiction of the High Court in London.
7.2 This Agreement is subject to any governmental laws, orders or other restrictions ("Export Requirements") on the export of i-CD SOFTWARE PRODUCT and related information and documents which may be applicable to i-CD or its parent or associated companies or licensors, which may be imposed from time to time by the governments of the United States of America or the United Kingdom. Customer will not commit any act or omission, which will result in a breach of any such Export Requirements.
7.3 This Agreement may not be assigned, sub-licensed or otherwise transferred without the prior written consent of i-CD.
7.4 The failure or delay by either party to enforce any term of this EULA shall not be deemed a waiver of such term.
7.5 If one or more provisions of this EULA are held to be illegal or unenforceable under applicable law, such illegal or unenforceable provision(s) shall be limited or excluded from this EULA to the minimum extent required so that this EULA shall otherwise remain in full force and effect and enforceable in accordance with its terms.
© 2003 i-CD Publishing (UK) Ltd.