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JCT Contracts Digital Service Licence Agreement

Version 7 (08.06.15)

TAKE NOTICE

In continuing to load this product you will be deemed to enter into and accept all terms and conditions of

(a) the JCT CONTRACTS DIGITAL SERVICE LICENCE AGREEMENT in respect of the Licensed Data between you and Thomson Reuters (Professional) UK Limited – Legal Business as set out below ("this Agreement"); and

(b) the RAPIDOCS "CLASSIC +" LICENCE in respect of the Licensed Epoq Software Materials between you and Epoq (Sales) Limited attached hereto ("the Rapidocs Licence").

Please read this Agreement carefully before you proceed with any use whatsoever of the Product.

Should you have any questions concerning this Agreement please contact Thomson Reuters (Professional) UK Limited:

Tel:  0845 082 1080
e-mail: support@jctcontracts.com

If you do not accept the terms of either of the above agreements you should promptly return this product unused and intact to your supplier.

 


JCT CONTRACTS DIGITAL SERVICE LICENCE AGREEMENT
APPLICABLE TO ANY VERSION OF THE ABOVE SERVICE

This Agreement is between you and Thomson Reuters (Professional) UK Limited – Legal Business, incorporated in England & Wales under the Companies Acts (Registered No. 1679046) whose registered office is office: 5 Canada Square, Canary Wharf, London E14 5AQ (hereinafter called "Supplier", which expression shall, where the context admits, include Supplier's assigns or successors in business as the case may be).

1. DEFINITIONS

In this Agreement the following terms shall have the following meanings:
"Commencement Date" means the date of the invoice from the supplier of the Product to you.
"Contract Variables" means those parts of any of the documents contained in the Licensed Data which are designed to be inputted by you in creating a Final Document.
"Draft Document" means a document or pages from a document printed using the Product and watermarked as being in draft form.
"Educational Institutions" means institutions such as colleges, universities or other similar teaching institutions that are run as not-for-profit organisations.
"Epoq" means Epoq (Sales) Limited (03909557) a company incorporated in England & Wales with registered offices at Grosvenor House, 1 High Street, Edgware, Middlesex HA8 7TA..
"Final Document" means a document or part thereof printed using the Product which is not watermarked as being in draft form.
"JCT" means The Joint Contracts Tribunal Limited, a private company limited by guarantee incorporated in England & Wales under the Companies Acts (Registered No. 3540344), whose registered office is 28 Ely Place, London EC1N 6TD.
Licence Fee” means the charges payable by you for use of the Product during the Licence Period (whether paid directly to Supplier or to any other third party supplier).
"Licence Period" means the period of 12 months from the Commencement Date or any subsequent Renewal Date.
"Licensed Data" means the standard forms of contract, the forms and other documents, the copyright in which is owned by or licensed to JCT and which has been licensed by JCT to Supplier for the production of the Product, and any updates thereto, configured for use with the Licensed Epoq Software Materials, and any updates thereto.
"Licensed Epoq Software Materials" means 'RAPIDOCS CLASSIC +' and 'RAPID SERVER'.
Local Area Network” means any system allowing access to the Product or any part thereof via any communications link within a single site.
Network Licence” means a licence granted by Supplier to copy the Product onto a hard disk on a Local Area Network or Wide Area Network server under the installation procedure provided by Supplier, and provide access to the Product thereby for the agreed number of users and/or computers.
"Product" means the CD-ROM product which comprises the Licensed Data and the Licensed Epoq Software Materials entitled "JCT Contracts Digital Service" (The Complete Edition or The Small Works Edition or such other editions as may be published from time to time), as updated from time to time.
"RAPIDOCS CLASSIC +" means a desktop installable document assembly application suitable for distribution on CD ROM and/or via internet for the assembly of Rapidocs templates which may be included as part of the installation designed for use with Microsoft Windows Server 2000, Microsoft Windows Server 2003, Microsoft Windows XP, Microsoft Windows Vista, Microsoft Windows Server 2008 or Microsoft Windows 7 or from time to time only those operating systems still supported by Microsoft to enable use of the Licensed Data and any user documentation, help files provided relating to the said applications.
RAPID SERVER” means an installable network service and control applications for an IT system administrator, allowing documents to be stored on a server and new users of Rapidocs Classic+ to be set up, controlled, monitored and removed, designed for installation on Microsoft Windows Server 2000, Microsoft Windows Server 2003, Microsoft Windows XP, Microsoft Windows Vista, Microsoft Windows Server 2008 or Microsoft Windows 7..  
"Renewal Date" means the date on which a Licence Period is renewed subject to payment of the appropriate Licence Fee, being the date immediately following the date of expiry of a previous Licence Period.
"Tariff" means the tariff according to which Units are used to print contracts, as set out on the Website or as updated by Supplier from time to time.
"Third Party Site" means a website not operated by Supplier or JCT.
"Units" means the credits purchased for the purpose of printing Final Documents, which are used by way of a code that interacts with the Licensed Epoq Software Materials. Units can be purchased from your supplier.
Website” means Supplier's website at www.jctcontracts.com.
Wide Area Network” means any system allowing access to the Product or any part thereof via any communications link over more than one site.

2. GRANT OF LICENCE
2.1 In consideration of payment of the Licence Fee and entering into the Rapidocs Licence attached hereto, Supplier grants to you (the person or persons whose names, trading name or partnership name and address is registered in respect of your copy of the Product) a non-exclusive, non-transferable licence to use the Product for the Licence Period on the terms provided for in this Agreement.
2.2 the Product is not sold to you and you shall not acquire any right, title or interest (including without limitation copyright or other right in the nature of copyright or any other intellectual property right whatsoever) in:
2.2.1 the Product or any part thereof or any update thereto or part thereof;
2.2.2 the media upon which the Product is supplied;
2.2.3 any documentation or material printed or otherwise transmitted under this Agreement which shall remain the property of Supplier, JCT or Epoq as the case may be. All rights in the Product which exist or may come into existence which are not specifically granted to you by this Agreement are expressly reserved to Supplier, JCT or Epoq as the case may be.

3. PERMITTED USE - GENERAL
3.1 On obtaining the Product from your supplier and having paid the relevant Licence Fee you may, for the Licence Period (and any period thereafter provided for by this Agreement), install the Product for use in accordance with this Agreement, view the Licensed Data, insert Contract Variables and make amendments to documents included in the Licensed Data by way of change-tracked textual amendment of the Licensed Data itself using the Licensed Epoq Software Materials' functionality.
3.2  You may to print a physical copy document as a Draft Document. You will not be allowed to print any document in the Licensed Data as a Final Document unless you have:
3.2.1 inserted all required Contract Variables; and
3.2.2 inserted Units in accordance with the Tariff.
For the avoidance of doubt, the insertion of Units is not required to print Draft Documents.
3.3 You may use the Product on, in the case of a licence granted to a single user, the computer on which the Product is first installed.  The Product may not be loaded onto a network server (including but not limited to a Local Area Network server and/or Wide Area Network server) except insofar as this Agreement specifically permits under Clauses 3B below.
3.4 You may use the Product only for your business or profession, subject to Clause 3A below in the case of Educational Institutions..
3.5 You may utilise such free forms and other free materials as may be provided by Supplier from time to time on the
Website.

3A. PERMITTED USE - EDUCATIONAL USE
3A.1 If you wish to use the Product in an Educational Institution you must purchase the version of the Product intended for that purpose ("the Educational Subscription") from Supplier (price on application). Other versions may not be so used.
3A.2 Purchasers of the Educational Subscription will not be able to purchase Units and therefore will not be able to print Final Documents.
3A.3 The Educational Subscription may be used for the instruction of students in the principles underlying and use of
the JCT Contracts, including the creation of course packs for those purposes.

3B. PERMITTED USE - NETWORKING
3B.1 If you have purchased a Network Licence, you may copy the Product onto a hard disk on your Local Area Network or Wide Area Network server under the installation procedure provided by Supplier, and provide access to the Product thereby. Any other transfer to disk or server is not permitted.
3B.2 Where access is not provided by a Local Area Network or Wide Area Network as per Clause 3B.1 above, the Product may be installed and used on the number of computers for which a Network Licence has been obtained.
3B.3 Access to the Product, whether under this Clause 3B shall be limited to the number of users for which a Network Licence has been obtained.

4. EXCLUDED USE
Except as specifically permitted by this Agreement you may not nor permit others to:
4.1 use the Product in conference proceedings; should you wish to use the Product for printing Draft or Final Documents for those purposes you must obtain the prior consent of Supplier and a charge may be payable in respect of such permission;
4.2 use Draft Documents for any other purpose than in connection with obtaining tenders and the preparation of related Final Documents;
4.3 copy or distribute any Draft Document except for the purpose of obtaining tenders or negotiating a specific contract;
4.4 copy or distribute by any means whatsoever any Final Document except that a Final Document prepared for and, if relevant, executed by the parties to a specific construction project may be copied and distributed (including distribution by e-mail) to third parties so far as such copying is necessary for the purpose of that construction project;
4.5 convert a final document to PDF format except that a Final Document printed as a physical copy and executed by parties to a specific construction project may be converted to PDF format for the purpose of storage or for distribution (including distribution by e-mail) to the parties to the contract and relevant third parties;
4.6 distribute, rent, loan, lease, sub-licence or otherwise deal in or use the Product or transfer use of the Product except as permitted by this Agreement;
4.7 copy the Licensed Data or the Licensed Epoq Software Materials in any manner except as specifically permitted by this Agreement;
4.8 remove, change or obscure any product identification or notices of proprietary rights and restrictions on or in Licensed Data or the Licensed Epoq Software Materials or on any Draft or Final Document;
4.9 remove, change or obscure the contract identifiers on any Draft or Final Document;
4.10 incorporate any page, clause or other text within any part of the Licensed Data except by incorporating the same as user additions or amendments through the means provided by the Licensed Epoq Software Materials;
4.11 in any circumstances use the Licensed Epoq Software Materials separately from the Product;
4.12 install or access the Product on more computers or by more users than you are licensed for;
4.13 store the Product or any part thereof in any document management/assembly systems and/or information retrieval systems, including but not limited to any form of database, whether current or archival, which is intended for the storage, and/or provision to its users, of access to know-how;
4.14 make the Product or any part thereof available via a network (including but not limited to a Local Area Network and/or Wide Area Network), an Intranet, the Internet or an Extranet. In this clause 4.14 “Intranet” means an internet-like private network inside a company or organisation, inaccessible to the public and “Extranet” means an internet-like private network inside a company or organisation, which is also made accessible to a certain number of third parties.

5. TERM AND TERMINATION
5.1 During the Licence Period you may receive updates to the Product from your supplier by CD or online updates, or any other delivery medium as Supplier shall determine, and at such times determined in the absolute discretion of Supplier and such updates should be regarded as part of the Product for the purposes of this Agreement.
5.2 At the end of the Licence Period, unless renewed, this Agreement will terminate immediately except only in so far as is necessary to allow you a further 60 days from such date to insert Units pursuant to sub-clause 3.2 hereof for the printing of Final Documents initiated before the date of termination. Thereafter any unused Units will not be valid and, in the event that that Product has been copied on to any hard disk on your network server pursuant to clause 3B above, it shall be removed from that server forthwith. No refund will be payable in respect of any unused Units.
5.3 This Agreement will terminate automatically if you fail to comply with any term of this Agreement or the Rapidocs Licence, attached hereto, if you become bankrupt, go into liquidation, suffer or make any winding up petition, make an arrangement with your creditors, have an administrator, administrative receiver or receiver appointed or suffer or file any similar action in consequence of debt.
5.4 After the termination of this Agreement any use of the Product other than as specified in Clause 5.2 above is prohibited.
5.5 Clauses 6, 7, 8 and this clause 5 shall survive the termination of this Agreement, and all use after termination as permitted under Clause 5.2 shall be governed by this Agreement as though it were still in force.

6. LIMITED WARRANTY
6.1 Supplier warrants only to you, as the original licensee, that the Product when used properly in Personal Computer format will substantially:
6.1.1 provide the functions and facilities and
6.1.2 perform as described in the help files associated with the Licensed Epoq Software Materials.
6.2 The entire liability of Supplier and your exclusive remedy under the warranties given in this Clause 6 will be, at the option of Supplier either to:
6.2.1 repair or replace the Product or media which does not conform with the warranty or
6.2.3 refund the Licence Fee paid for the use of the Product for the current Licence Period and terminate the Licence.
6.3 The remedies provided for by this Clause are subject to the return of the Product, with a copy of your subscription receipt, to the supplier from whom you obtained the Product not later than 90 days from the date of your receipt of the Product.

7. EXCLUSION OF OTHER WARRANTIES
7.1 Except for the express warranties in Clause 6, Supplier and its suppliers make no other warranties, conditions or representations, express or implied, statutory or otherwise, and without limitation the implied terms of the merchantability and fitness of the Product for a particular purpose are excluded.
7.2 It is your responsibility to ensure that the Product is suitable for your needs and the entire risk as to the performance and results of the use of the Product is assumed by you.
7.3 You shall be responsible for installing the Product and for the effectiveness of such installation.
7.4 Supplier does not warrant that the operation of the Product will be error free or uninterrupted.
7.5 Whilst reasonable care has been taken to exclude computer viruses, no warranty is made that the Product is virus free. You shall be responsible to ensure that no virus is introduced to any computer or network and shall not hold Supplier responsible.

8. DISCLAIMER
8.1 In no event will either Supplier or its suppliers be liable for any direct, consequential, or special damages or loss of any kind arising from use of the Product (including without limitation loss of profits, loss of contracts, business interruptions, loss or corruption to data) however caused and whether arising under contract, tort, including negligence, or otherwise.
8.2 If any exclusion, disclaimer or other provision contained in this Agreement is held invalid for any reason and Supplier becomes liable for loss or damage that could otherwise be limited, such liability, whether in contract, negligence or otherwise, will not exceed the amount actually paid by you for the Product.
8.3 Supplier does not exclude or limit liability for fraudulent misrepresentation or for death or personal injury resulting from an act or negligence of Supplier.  Nor does anything in this Agreement affect the statutory rights of a consumer in 'consumer transactions' under any applicable statute.
8.4 You acknowledge that the allocation of risk in this Agreement reflects any price paid for the Product.
8.5 Where the Product enables you to link by way of hypertext link to an Third Party Site, neither Supplier nor JCT are responsible for the content of such sites.

9. GENERAL
9.1 This Agreement is the entire agreement between you and Supplier and supersedes any other oral or written communications, agreements or representations with respect to the Product.
9.2 If any part of this Agreement is held by a court of competent jurisdiction to be unenforceable the validity of the remainder of the Agreement will not be affected.
9.3 This Agreement is governed by the Laws of England and Wales.

 



Rapidocs "CLASSIC +" Licence

RAPIDOCS MULTI-PURPOSE ASSEMBLER LICENSE

IMPORTANT READ CAREFULLY BEFORE ACCESSING ANY SOFTWARE. BY INSTALLING, COPYING OR OTHERWISE USING THIS SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE.

PROPERTY RIGHTS: (c) Epoq Group Limited 2010. The title, copyright and other intellectual property rights in and to the Software and all copies of it belong to Epoq Group Limited. You are licensed to use the Software only if you accept all the terms set out in this License. It is unlawful to load, download, copy or use the Software in any way without accepting the terms of this License.

LICENCE ACCEPTANCE PROCEDURE: By clicking on the 'next' button which follows this License and/or is displayed in conjunction with this License and/or by copying the Software from disc or similar medium and/or downloading the Software and/or using the Software you indicate acceptance of this License and the limited warranty and limitations of liability set out in this License. If you are accepting the License on behalf of a corporate licensee, you represent that you are authorised to do so (failing which you will be deemed to have personal liability for the obligations set out in this License).

LICENCE REJECTION PROCEDURE: Read the License terms carefully before clicking the 'next' button. If you do not accept the License terms you should not click the 'next' button, nor download, nor copy, nor use the Software. You should also destroy any unlicensed copies of the Software in your possession or control.

DEFINITIONS
In this License (unless the context otherwise requires) the following words have the following meanings:

"EG" means Epoq Group Limited (4265146) a company incorporated in England & Wales with registered offices at Grosvenor House, 1 High Street, Edgware, Middlesex HA8 7TA;
"ESL" means Epoq (Sales) Limited (03909557) a company incorporated in England & Wales with registered offices at Grosvenor House, 1 High Street, Edgware, Middlesex HA8 7TA.
"Software" means Rapidocs Classic+, the Rapidocs document assembly and editing system and Rapid Server.
"License" means this license agreement;
"Rapidocs Template" means a document template created using the Rapidocs authoring software;
“Rapid Server” means an installable network service and control applications for the administrator, allowing documents to be stored on a server and new users of Rapidocs Classic+ to be set up, controlled, monitored and removed, designed for installation on Microsoft Windows Server 2000, Microsoft Windows Server 2003 or Microsoft Windows XP.
"Software Documentation" means any documentation (including written materials and on-line help) accompanying the Software together with Rapid Server.

1. LICENCE
This License is a binding contract between you and ESL. ESL grants you a non-exclusive, non- sub-licensable and non-transferable license to use the Software (and where appropriate the Software Documentation) in accordance with the terms of this License. This License is personal to you and for your benefit only; you may not assign, transfer, sub-contract or otherwise part with this License or any right or obligation under it without the prior written consent of ESL.

2. PERMISSIONS
You may: use the Software to assemble, modify and print Rapidocs Templates (provided you have a valid license to access such Rapidocs Templates); use the Software on any stand-alone computer that belongs to you or such number of computers as may be permitted under any agreement you may have with ESL or any authorised reseller of ESL. You may make one backup and one archive copy of the Software or Software Documentation solely for your internal use. You must ensure that all copies bear EG's copyright, trademark and other proprietary notices. All such copies shall in all respects be subject to the terms of this License.

3. RESTRICTIONS
You shall not: use the Software or Software Documentation for any purpose other than as set out in 2 above; copy the Software or Software Documentation other than as set out in 2 above; use the Software or Software Documentation other than for your own personal or business internal use, and then only strictly in accordance with the terms of this License; sell or offer in any manner to a third party by any means (electronic or otherwise) and whether for commercial gain or otherwise, Rapidocs Templates, or use of, or access to, the Software or Software Documentation; distribute, sell, rent, lease, assign, sub-license, transfer, charge (or otherwise deal with or encumber) or part with possession of the Software or Software Documentation; translate, reverse engineer, de-compile or disassemble all or any part of the Software; modify the Software or merge all or any part of it into another program or create derivative works based on the Software except as permitted by law; use any backup copy of the Software or Software Documentation for any purpose other than to replace the original copy in the event it is destroyed or becomes defective; remove or alter any copyright or other proprietary notice on the Software or Software Documentation.

4. TERM
Subject to this clause 4, this License shall continue for as long as you comply strictly with the terms and conditions contained within it and or any agreement you have entered into with ESL. This License will terminate immediately: if you fail to comply with any of the terms or conditions of this License or the terms of any agreement you may have with ESL; and/or, upon notice (by whatever means) by ESL that the license is terminated.  You agree that, upon termination of this License, you will either destroy (or permanently erase) all copies of the Software and the Software Documentation or return the original Software and Software Documentation and any copies of them to ESL.  The limitation on liability set out below shall continue in force even after any termination.

5. INTELLECTUAL PROPERTY & CONFIDENTIALITY
The Software is confidential, copyrighted, and/or if so marked, patented (such rights being vested in EG) and licensed to you by ESL under the terms of a license to sub-license granted by EG to ESL. This License is not a sale of the Software or the Software Documentation, and title to the Software and the Software Documentation, and all copies thereof, and all associated intellectual property rights (including applicable database rights) is retained by EG and ESL (as appropriate). No right, title or interest in or to any trademark, logo, copyright (other than this License), or trade name of EG and/or ESL is granted under this License. All rights not expressly granted hereunder are reserved.

6. LIMITED WARRANTY
ESL warrants that the Software will operate without material defect for thirty (30) days from installation. If ESL confirms a material defect in the Software, it shall use commercially reasonable efforts to remedy the defect by correction of the Software.

ESL DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR WILL MEET YOUR DATA PROCESSING REQUIREMENTS NOR DOES IT GUARANTEE THAT ITS REMEDIAL EFFORTS WILL CORRECT ANY DEFECT.
ESL SHALL HAVE NO LIABILITY UNDER THIS WARRANTY IN RESPECT OF DEFECTS CAUSED BY IMPROPER OPERATION, NEGLECT OR MISUSE OF THE SOFTWARE, THROUGH YOUR FAULT OR THAT OF YOUR AGENTS OR WORKERS OR SUB-CONTRACTORS (WHETHER OR NOT THEIR ACTS OR OMISSIONS WERE AUTHORISED BY YOU, OR BY ANY ATTEMPTS AT MAINTENANCE OR MODIFICATION TO THE SOFTWARE PERFORMED BY ANY PERSON OTHER THAN AUTHORISED ESL SERVICE PERSONNEL OR ANY OTHER CAUSE EXTERNAL TO THE SOFTWARE EXCEPT ORDINARY USE.

NO OTHER WARRANTIES. THE WARRANTY ABOVE IS MADE IN LIEU OF ALL OTHER WARRANTIES, REPRESENTATIONS OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ABILITY TO ACHIEVE A PARTICULAR RESULT. YOU ASSUME ALL OTHER RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE.

7. LIMITATION OF LIABILITY
IF YOU RECEIVED THE SOFTWARE FREE ON CD OR DISK, SUCH CD AND DISK IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION EXPRESS OR IMPLIED STATUTORY OR OTHERWISE AS TO ITS QUALITY OR FITNESS FOR PURPOSE.

EXCEPT AS EXPRESSLY STATED IN THIS LICENCE, ALL CONDITIONS, WARRANTIES, TERMS AND UNDERTAKINGS EXPRESS OR IMPLIED STATUTORY OR OTHERWISE IN RESPECT OF THE SOFTWARE ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

OTHER THAN AS EXPRESSLY SET FORTH ABOVE ESL DOES NOT MAKE ANY OTHER EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, AND EG AND ITS AGENTS, SUBSIDIARIES, PARENT CORPORATIONS AND AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, IMPLIED WARRANTY OF QUALITY, IMPLIED WARRANTY OF ACCURACY, ANY IMPLIED WARRANTY AGAINST INFRINGEMENT, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (AND IN THE CASE OF THE UNITED STATES OF AMERICA ANY IMPLIED WARRANTIES ARISING UNDER SUBTITLE 4 OF TITLE 21 OF THE MARYLAND ANNOTATED CODE COMMERCIAL LAW ARTICLE). THERE IS NO WARRANTY THAT THE SOFTWARE OR ANY INFORMATION, COMPUTER PROGRAM, EFFORTS, OR ANY SYSTEM PROVIDED BY EG WILL FULFIL ANY PARTICULAR PURPOSES OR NEEDS OF LICENSEE. IN NO EVENT SHALL ESL BE LIABLE FOR LOSS OF DATA, LOSS OF PROFITS OR REVENUE, LOSS OF GOODWILL, COSTS OF PROCUREMENT OF SUBSTITUTE SOFTWARE, GOODS OR SERVICES OR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH THIS LICENCE (INCLUDING LOSS OR DAMAGE SUFFERED AS A RESULT OF AN ACTION BROUGHT BY A THIRD PARTY) EVEN IF SUCH LOSS WAS REASONABLY FORESEEABLE OR ESL OR EG HAD BEEN ADVISED OF THE POSSIBILITY OF YOU INCURRING THE SAME) WHETHER ARISING IN BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EVEN IF SUCH LOSS OR DAMAGE WAS REASONABLY FORESEEABLE OR ESL WAS AWARE OF THE POSSIBILITY OF THAT LOSS OR DAMAGE ARISING.

Nothing in this License shall limit or exclude the liability of ESL for death or personal injury caused by its negligence or for fraudulent misrepresentation. The United Nations Convention on Contracts for the International sale of Goods shall not apply to this License. For the avoidance of doubt, you acknowledge that EG is not a party to this contract and shall have no liability whatsoever hereunder.

If ESL is held to be liable to pay you damages for any loss, notwithstanding the provisions in clause 7 above, ESL’s entire aggregate liability in respect of any event of default or breach of the terms of this Licence will be no more than the Licence fee paid in the immediately preceding period of 12 months. If a number of defaults or breaches of the terms of this Licence give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under this Licence.

8. YOUR STATUTORY RIGHTS AND SEVERANCE
This License gives you specific rights and you may also have other rights, which vary from jurisdiction to jurisdiction. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the above limitations and exclusions may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the above limitations and exclusions shall apply to the fullest extent permitted by the laws of such applicable jurisdictions (subject always to clause 12 below). Any statutory rights you may have as a private consumer are unaffected by this License.

9. DISCLAIMER
You acknowledge that, in entering into this License, you do not do so on the basis of, and do not rely on, any representation, warranty or other statement except as expressly provided in this License and you waive any right you may have in respect of any breach of any representation, warranty or other statement which is not contained in this License.

10. AUDIT
You agree that ESL (and its employees and representatives) shall have the right after supplying reasonable undertakings as to confidentiality to audit any computer system on which the Software is installed in order to verify compliance with this License.

11. EXPORT AND END-USE RESTRICTIONS
This License is expressly made subject to any regulations, orders or other restrictions on the export from the UK or USA of the Software or information about the Software, which may be imposed, from time to time by either the UK or USA Government.

12. SEVERABILITY
If any provision of this License is found to be invalid or unenforceable, the invalidity or unenforceability of such provision will not affect the other provisions of this License and all such other provisions will remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.

13. SUCCESSORS
This agreement shall be binding upon and enure for the benefit of the successors in title of the parties hereto.

14. HEADINGS
The headings to provisions and clause s in this License are for the purpose of information and identification only and shall not be construed as forming part of this License.

15. EXCLUSION OF THIRD PARTY RIGHTS
A person who is not a party to this License has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it.

16. GOVERNING LAW
If you obtained the Software from inside the jurisdiction of the USA then this License shall be governed by and construed in accordance with Maryland law and you hereby submit to the exclusive jurisdiction of the Maryland courts in respect of any claim arising out of or related to this License or the Software.

If you obtained the Software from inside any other jurisdiction in the world then this License shall be governed and construed in accordance with the law of England & Wales and you hereby submit to the exclusive jurisdiction of the English courts.

Rapidocs Multi-Purpose Assembler (Classic +) Licence 04.03.2010 for Rapidocs Classic 3.2

v7 (08.06.15)