End User License Agreement
These terms apply to all Salmon software licenses as of December 1st, 2016.1. Definitions
1.1 In this Licence Agreement the following terms, when starting with a capital letter, have the meanings shown:
- Licensee means the party who is granted the rights to use the Software.
- Licensor means the party who grants the rights hereunder to the Licensee.
- Software means the machine readable computer program provided by the Licensor to Licensee.
- Authorised Users means any person authorised by the Licensee to have controlled access to the Licensee’s information systems.
2. Licence Grant
2.1 In consideration of the the sums to be paid by the Licensee for the Software and rights under this Licence Agreement and subject to the terms and conditions of this Licence Agreement, the Licensor grants the Licensee a revocable, non-exclusive and non-transferable right to use the Software and to allow Authorised Users to use the Software.
2.2 This Licence Agreement does not assign or transfer to the Licensee any right, title or interest to the Intellectual Property Rights in the Software except for the right to use the Software in accordance with the terms and conditions of this Licence Agreement.
3. Restrictions
3.1 The Licensee and Authorised Users may not:
- sell, resell, sublicense, lease, rent, hire, loan or transfer the Software or redistribute it to any third party.
- remove, obscure or modify copyright notices, disclaimers, means of identification or other text appearing in or generated by the Software.
- alter, adapt, modify, disassemble, decompile, reverse engineer or create any derivative works of the Software except as otherwise permitted in this Licence Agreement or by law.
4. Licensee Responsibilities
4.1 The Licensee will:
- use the Software only as set out in the documentation or instructions provided or referred to by the Licensor.
- ensure compliance by Authorised Users with the terms of this Licence Agreement and prevent and monitor for unauthorised use of the Software.
- co-operate with any request from the Licensor to demonstrate compliance with the terms and conditions of this Licence Agreement.
5. Licensor Responsibilities
5.1 The Licensor warrants that it has all authority and rights necessary for the purposes of this Licence Agreement and the Software is owned by or licensed to the Licensor.
5.2 The Licensor warrants the Software will perform in all material respects as set out in the documentation provided or referred to by the Licensor, that the Software has been reasonably checked and is not known to contain bugs, malicious or damaging code.
5.3 The undertakings in clause 5.2 replace all conditions and warranties which may otherwise be implied by statute, common law or otherwise. The Licensor makes no representation express or implied with regard to the fitness of the Software for any particular purpose.
6. Liability
6.1 Without prejudice to clauses 6.2, the Licensor’s aggregate liability to the Licensee for direct loss or damage, whether arising in contract, law or tort, shall not exceed 110% of the fees payable under this Licence Agreement.
6.2 The Licensor shall have no liability to the Licensee for any indirect, special or consequential loss or damage, loss of profits, business, revenue or goodwill whether arising in contract, law or tort.
7. Term
7.1 This Licence Agreement shall commence on the date it is accepted by both parties and remain until one party or the other terminate it.
8. Termination
8.1 Either party may terminate this Licence Agreement by written notice if the other is in breach of any material term, condition or provision of this Licence Agreement or of any material provision required by law, or is in persistent breach of any other term, condition or provision and fails to remedy the same within thirty days of written notice.
8.2 Upon termination of this Licence Agreement, the Licensee shall promptly de-install all copies of the Software. The Licensee will allow the Licensor reasonable access to verify compliance with the foregoing obligation.
8.3 All rights and obligations of the parties under this Licence Agreement will automatically cease upon termination except for such rights of action that have accrued prior to termination and any rights or obligations under this Licence Agreement or at law, which expressly or by implication come into or continue in force on or after termination.
9. Waiver
9.1 Failure by either party to enforce any of the provisions of this Licence Agreement will not represent a waiver of such rights and will not affect the validity of this Licence Agreement nor affect that party's rights to take subsequent action.
10. Amendment
10.1 This Licence Agreement may only be changed by the written agreement of the parties.
11. Severability
11.1 If any competent authority finds any part of this Licence Agreement to be invalid, unlawful or unenforceable, this Licence Agreement will be deemed to be amended to the extent required to remove the competent authority’s finding but so as to allow the rest of this Licence Agreement to remain valid and unaffected to the fullest possible extent.
12. Force Majeure
12.1 Except for the obligation to make payments properly due, neither party will be liable for delay or failure to perform obligations caused by circumstances beyond its reasonable control, provided that the affected party promptly gives the other written notice of such delay or failure and circumstances and that the affected party uses reasonable endeavours to mitigate the delay or failure.
13. Governing law
13.1 This Licence Agreement is governed by the laws of the USA.