Animate Preview License Agreement
Under this End User License Agreement (the “Agreement”), Pulsic Limited, a company registered in England and Wales under company number 03840681 (the “Vendor”) grants to the user (the “Licensee”) a non-exclusive and non-transferable license to use the Animate Preview software program(s) (the “Software”) on the following terms and conditions.
“Software” includes the executable computer programs for Animate Preview downloaded (or as may be provided by other means) and any related printed, electronic and online documentation and any other files that may accompany the product.
Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software.
This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.
This Agreement only applies to use of the specified Software, and in no way does it grant the user any access, or use, of any other software provided by the Vendor.
- THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN THE VENDOR AND THE LICENSEE.
- THE TERMS OF THIS AGREEMENT INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY (Clause 3).
- BY CLICKING ON THE “I AGREE” BUTTON BELOW THE LICENSEE CONFIRMS THAT IT ACCEPTS THE TERMS OF THIS AGREEMENT AND THAT IT AGREES TO COMPLY WITH SUCH TERMS.
- IF THE LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE LICENSEE MUST NOT CLICK ON THE “I AGREE” BUTTON, THE VENDOR WILL NOT LICENSE THE SOFTWARE TO THE LICENSEE, AND THE LICENSEE MUST DISCONTINUE THE DOWNLOADING PROCESS NOW AND MUST NOT USE THE SOFTWARE.
The Licensee should print a copy of this Agreement for future reference.
1 License Grant
1.1 In consideration of the Licensee agreeing to abide by the terms of this Agreement, the Vendor hereby grants to the Licensee a non-exclusive, non-transferable, non-sublicensable site license to install, download and use the Software on the terms of this Agreement [in object code only at the Licensee’s premises for internal business purposes only] (the “License”). The License cannot be transferred to another site location (a new download and EULA must be completed if that is required). The Software may be loaded onto multiple machines within the site.
1.2 The rights and obligations of this Agreement are granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any third party or other legal entity.
1.3 A user license will be automatically provided and hosted by the Vendor on an external RLM license server and the Software will connect to this server using a unique id generated from the submitted email address during download (“the Cloud-Based Licence”) or (at the Vendor’s sole discretion) a local licence may be provided which will allow the Licensee to operate the RLM licence on the Licensee’s own server (“the Local Licence”).
1.4 License request information is transferred between the Software and the server for the Cloud-Based Licence and under no circumstances will a transfer of any Licensee data, (including design and technology data) take place. For the Local Licence, all licence request information is stored in a log file on Licensee’s server which must be uploaded to Vendor every 30 days.
1.5 Except as expressly set out in this Agreement or as permitted by any local law, the Licensee undertakes:
(a) not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from the Vendor;
(b) not to modify, adapt, extract, translate, reverse-engineer, disassemble, decrypt, or de-compile the Software in any manner through current or future available technologies, or create derivative works based on the whole or any part of the Software nor attempt to do any such things;
(c) save for the purpose of loading the Software onto multiple machines within a single site, not to copy the Software, except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security;
(d) to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
(e) not to rent, lease, sub-license, distribute, assign, transfer or loan the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
(f) to comply with all applicable technology control or export laws and regulations;
(g) not to copy the Software or any part of it;
(h) access the Software for the purpose of creating a competitive product or service or copying its user interface or features.
2 License Fee
2.1 There is no license fee associated with use of the License granted in this Agreement. Subject to payment by the Licensee of the applicable subscription fees notified to the Licensee from time to time, the licence granted in clause 1 above shall be deemed extended to cover Animate Preview Plus and in such circumstances, Licensee shall benefit from the applicable additional features and functionality described on Vendor’s website for Animate Preview Plus and from the support and maintenance services (“Support and Maintenance Services”) described in clause 6.2 below.
3 Limitation of Liability
3.1 The Software is provided by the Vendor and accepted by the Licensee “as is”. Total aggregate liability of the Vendor (including in respect of negligence) will be limited to the greater of (a) the subscription fees paid by Licensee to Vendor, and (b) £1,000. The Vendor will not be liable (including in respect of negligence) for any (i) general, special, incidental or consequential damages (ii) loss of production, loss of profits, loss of revenue, loss of goodwill, loss of data, or any other business or economic disadvantage suffered by the Licensee (in each case whether direct or indirect), or (iii) error or interruption of use, loss or inaccuracy or corruption of data. Notwithstanding the foregoing, nothing in this Agreement excludes or limits the Vendor’s liability to the extent that such liability cannot lawfully be excluded or limited.
3.2 The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee and all implied warranties and conditions are excluded to the maximum extent permitted by applicable law.
3.3 The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.
4 Intellectual Property
4.1 The Licensee acknowledges that all intellectual property rights in the Software anywhere in the world belong to the Vendor, that rights in the Software are licensed (not sold) to the Licensee, and that the Licensee has no rights in, or to, the Software other than the right to use it in accordance with the terms of this Agreement.
4.2 The Licensee acknowledges that it has no right to have access to the Software in source code form.
5.1 All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee (“Acceptance”) on clicking of the “I agree” button below.
6 User Support
6.1 Subject to clause 6.2, no user Support and Maintenance Services shall be provided as part of this Agreement.
6.2 In the event that Licensee has subscribed to Animate Preview Plus subject to payment by the Licensee of the applicable subscription fees notified to the Licensee from time to time, Vendor shall provide the applicable Support and Maintenance Services described in Appendix A to the Licensee for the duration of such subscription(s). Licensee is solely responsible for installing any updates, upgrades or modifications which Vendor makes available to Licensee from time to time as part of the aforementioned support and maintenance services.
7 Sales and Marketing
7.1 The Vendor may use or contact the email address submitted to activate download for future sales and marketing activities. Licensee has the right to manage its marketing preferences or opt out of these communications by using the unsubscribe link in the communications sent to it or notifying Vendor.
8.1 The term of this Agreement will begin on Acceptance and is perpetual unless earlier terminated in accordance with clause 9. The term of the subscription (as well as any automatic renewals) for Animate Preview Plus will be notified to the Licensee at the time the applicable subscription fees are paid.
9.1 This Agreement will be deemed to be terminated and the License forfeited where the Licensee has (a) failed to comply with any of the terms of this Agreement; (b) failed to pay any subscription fees due under this Agreement; or (c) is in breach of this Agreement.
9.2 The Vendor reserves the right to terminate this Agreement and the License at any point. In the event the Vendor terminates the Licensee’s subscription for Animate Preview Plus, the Vendor shall refund the Licensee a pro-rata portion of any subscription fees paid in advance reflecting the period of time when the Licensee did not have access to Animate Preview Plus as a result of such termination.
9.3 On termination of this Agreement for any reason:
(a) the Licensee must immediately delete or remove the Software from all computer equipment in its possession and promptly destroy the Software or return the Software to the Vendor;
(b) all rights granted to the Licensee under this Agreement shall cease and the Licensee must cease all activities authorised by this Agreement.
10 Force Majeure
10.1 The Vendor will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this Agreement where this results in whole or in part from events, circumstances or causes beyond its reasonable control, such as earthquake, typhoon, flood, fire, terrorist attack, epidemic or pandemic and war or any other such event where the Vendor has taken reasonable action to mitigate such an event.
11 Governing Law
11.1 This Agreement is subject to English law and the courts of England and Wales will have exclusive jurisdiction in respect of any dispute arising out of or in connection with this Agreement, the Software or its use or operation.
12.1 This Agreement can only be modified in writing signed by both the Vendor and the Licensee.
12.2 This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.
12.3 Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
12.4 If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
12.5 This Agreement contains the entire agreement between the parties for the specified Software and shall remain in full force unless terminated or superseded with another agreement. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
13.1 All notices to the Vendor under this Agreement are to be provided at the following address: 160 Aztec West, Park Avenue, Almondsbury, Bristol, BS32 4TU, United Kingdom.
Appendix A Support and Maintenance Services
- Support and Maintenance Services shall only be provided to the Licensee, where the Licensee has subscribed to Animate Preview Plus and has paid the applicable subscription fees.
- Where Support and Maintenance Services are provided to the Licensee, subject to clause 1.1 of this Appendix A, these will be provided by the Vendor, during the term of the subscription.
- The Vendor shall:
- provide a call and email advice and support service to assist the Licensee to identify problems with the operation of the Software and to assist the Licensee to avoid or correct such problems. The Vendor will respond by email within one business day of receiving details of the Licensee’s problem; such assistance will be available from 9 a.m. to 5. p.m. (local time) Monday to Friday excluding Pulsic’s and public holidays;
- respond in writing or electronically to all adequately completed tickets submitted by the Licensee on Pulsic’s support web site, and to dispatch a substantive response;
- supply the Licensee with a link to provide to enable the Licensee to download new versions of the Sofware, if any, as and when Pulsic chooses to make them available. The Licensee acknowledges that Pulsic will maintain only the most current version of the Software until termination of this Agreement.
- As a result of the provision of Support and Maintenance Services, the Software may temporarily deviate from the descriptions of the relevant product that is available on the Vendor’s website.
- In respect of the Support and Maintenance Services the Licensee undertakes that it:
- will avoid duplication of its enquiries for support;
- will identify the failing component of the Software and Licensee’s own hardware/software environment and fully describe the problem in any technical communication;
- will deliver to the Vendor a completed problem ticket together with sufficient data to allow the Vendor to recreate the problem;
- will provide sufficient support and test time on the Licensee’s system (where possible) to allow the Vendor to duplicate an error and verify if it is due to Software, and when corrections are complete, acknowledge that the error has been resolved;
- is responsible for installing modifications and downloading new versions of the Software supplied by Pulsic. The Licensee shall destroy all copies of the Software which have been superseded by new versions of the Software that have been downloaded, except for one copy which may be held for archival purposes only;
- The Licensee acknowledges that the Vendor shall have no obligation to respond to the Licensee’s reports or problems which are caused by a lack of familiarity with the Software documentation, or arising from the Licensee’s hardware or from software (such as operating systems) other than the Software. Accordingly, the Licensee undertakes that persons using the Software will use all reasonable endeavours to familiarise themselves: (i) with the use and application of the Software from the documentation; and (ii) with the Licensee’s relevant computer and its operating system sufficient for the proper operation of the Software.
- The Licensee acknowledges that the Vendor shall not provide Support and Maintenance Services in connection with or resulting from the following:
- abuse, misuse, accident or neglect or repairs, alterations and/or modifications which are not permitted under this Agreement or which are not performed by the Vendor;
- changes made to the Licensee’s decision to reconfigure the Software or the system or network upon which it is installed;
- maintenance, malfunction, modification of the License Server or its operating system where a Local License is being used;
- use of the Software on a hardware platform not specified by the Vendor;
- use of other than the most current or immediately prior release of the Software;
- non-performance by the Licensee of any of its obligations under this Agreement.