End User Licence Agreement for North Software
Please read this contract carefully. By using all or any portion of the software you accept all the terms and conditions of this agreement, including, in particular the limitations on: use contained in section 2; transferability in section 5; warranty in section 6 and 7; and liability in section 8. You agree that this agreement is enforceable like any written negotiated agreement signed by you. If you do not agree, do not use this software. If you acquired the software on tangible media (e.g. Cd) without an opportunity to review this licence and you do not accept this agreement, you may obtain a refund of any amount you originally paid if you: (a) do not use the software and (b) return it, with proof of payment, to the location from which it was obtained within thirty (30) days of the purchase date.
1.1 "Software" means (a) all of the contents of the files, CD-ROM(s) or other media with which this Agreement is provided, including but not limited to (i) North or third party computer information or software; (ii) related explanatory written materials or files ("Documentation"); and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by North (collectively, "Updates").
1.2 "Use" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation.
1.3 "Permitted Number" means one (1) unless otherwise indicated under a valid licence (e.g. volume licence) granted by North.
1.4 "Computer" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.
1.5 "North" means North Building Technologies Limited, PO Box 2673, Brighton BN1 3US, United Kingdom.
2. Software Licence
As long as you comply with the terms of this End User Licence Agreement (this “Agreement”), North grants to you a non-exclusive licence to Use the Software for the purposes described in the Documentation. Some third party materials included in the Software may be subject to other terms and conditions, which are typically found in a “Read Me” file located near such materials.
2.1. General Use. You may install and Use a copy of the Software on your compatible computer, up to the Permitted Number of computers.
2.2. Backup Copy. You may make one backup copy of the Software, provided your backup copy is not installed or used on any computer. You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided under Section 5.
3. No Reverse Engineering, Deconstruction or Derivation
3.1 You may not modify, reverse engineer, or disassemble the Hardware or the Software whether in whole or in part.
3.2 You may not decompile the Software in whole or in part (except to the extent such right cannot be excluded or limited by law and then only when the express permission of North has been sought and refused).
3.3 You may not create any derivative works from or of the Software, or bypass, modify, defeat, or tamper with or circumvent any of the functions or protections of the Hardware or Software or any mechanisms operatively linked to the Software.
3.4 You may not automatically restart any time-restricted Software.
4. Intellectual Property Rights
4.1 Title. The Software and any copies that you are authorised by North to make are the intellectual property of and are owned by North Building Technologies Limited. The structure, organisation and code of the Software are the valuable trade secrets and confidential information of North Building Technologies Limited. The Software is protected by copyright, including without limitation by English Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. You may not copy the Software, except as set forth in Section 2 ("Software Licence"). Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software.
4.2 Trademarks. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademarks owners' names.
4.3 Reservation. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted herein are reserved by North.
You may not, rent, lease, sublicense or authorise all or any portion of the Software to be copied onto another user's computer except as may be expressly permitted herein. You may, however, transfer all your rights to Use the Software to another person or legal entity provided that: (a) you also transfer each this Agreement, the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, Updates and prior versions; (b) you retain no copies, including backups and copies stored on a computer; and (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a licence to the Software. Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of the Software.
6. No Warranty
The Software is being delivered to you "AS IS" and North makes no warranty as to its use or performance. NORTH CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, NORTH MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
7. Pre-Release Product Additional Terms
If the product you have received with this licence is pre-commercial release or beta Software ("Pre-release Software"), then the following Section applies. To the extent that any provision in this Section is in conflict with any other term or condition in this Agreement, this Section shall supersede such other term(s) and condition(s) with respect to the Pre-release Software, but only to the extent necessary to resolve the conflict. You acknowledge that the Software is a pre-release version, does not represent final product from North, and may contain bugs, errors and other problems that could cause system or other failures and data loss. Consequently, the Pre-release Software is provided to you "AS-IS", and North disclaims any warranty or liability obligations to you of any kind. WHERE LEGALLY LIABILITY CANNOT BE EXCLUDED FOR PRE-RELEASE SOFTWARE, BUT IT MAY BE LIMITED, NORTH'S LIABILITY AND THAT OF ITS SUPPLIERS SHALL BE LIMITED TO THE SUM OF TWENTY FIVE POUNDS (U.K. £25.00) IN TOTAL. You acknowledge that North has not promised or guaranteed to you that Pre-release Software will be announced or made available to anyone in the future, that North has no express or implied obligation to you to announce or introduce the Pre-release Software and that North may not introduce a product similar to or compatible with the Pre-release Software. Accordingly, you acknowledge that any research or development that you perform regarding the Pre-release Software or any product associated with the Pre-release Software is done entirely at your own risk. During the term of this Agreement, if requested by North, you will provide feedback to North regarding testing and use of the Pre-release Software, including error or bug reports. You agree that you may not and certify that you will not sublicense, lease, loan, rent, or transfer the Pre-release Software. Upon receipt of a later unreleased version of the Pre-release Software or release by North of a publicly released commercial version of the Software, whether as a stand-alone product or as part of a larger product, you agree to return or destroy all earlier Pre-release Software received from North and to abide by the terms of the End User Licence Agreement for any such later versions of the Pre-release Software. Notwithstanding anything in this Section to the contrary, if you are located outside the United Kingdom, you agree that you will return or destroy all unreleased versions of the Pre-release Software within thirty (30) days of the completion of your testing of the Software when such date is earlier than the date for North's first commercial shipment of the publicly released (commercial) Software.
8. Limitation of Liability
IN NO EVENT WILL NORTH BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A NORTH REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. NORTH'S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. Nothing contained in this Agreement limits North's liability to you in the event of death or personal injury resulting from North's negligence or for the tort of deceit (fraud). North is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose. For further information, please contact North's Customer Support Department.
9. Governing Law
This Agreement will be governed by and construed in accordance with the substantive laws in force in England. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
10. Compliance with Licences
If you are a business or organisation, you agree that upon request from North or North's authorised representative, you will within thirty (30) days fully document and certify that use of any and all Software at the time of the request is in conformity with your valid licences from North.
If you have any questions regarding this Agreement or if you wish to request any information from North please use the address and contact information included with this product to contact the North office serving your jurisdiction.
ObSys, Commander and Zip are trademarks of North Building Technologies Limited.
Last updated: 1 August 2013.
North Building Technologies Limited
Registered in England, number 3003136
Registered office: 95 Ditchling Road, Brighton BN1 4ST