Valo trial license

PLEASE READ CAREFULLY BEFORE DOWNLOADING ANY SOFTWARE FROM THIS WEBSITE:

This licence agreement (Licence) is a legal agreement between you (Licensee or you) and ITRS Group Limited of 15 Bonhill Street, London EC2A 4DN (ITRS, us or we) for:

VALO computer software, the data supplied with the software (Software); and online materials (Documents).

We license use of the Software and Documents to you on the basis of this Licence. We do not sell the Software or Documents to you. We remain the owners of the Software and Documents at all times.

Operationg system requirements:

Requirements are set out in the documents.

IMPORTANT NOTICE TO ALL USERS:

By clicking on the “accept” button below you agree to the terms of this licence which will bind you. The terms of this licence include, in particular, limitations on liability in condition 4.

If you do not agree to the terms of this licence, we will not license the software and documents to you and you must discontinue the downloading process now by clicking on the “cancel” button below. In this case the downloading process will terminate.

Our privacy policy governs the processing of any of the personal information that you provide to us.

You should print a copy of this Licence and our Privacy Policy for future reference.

1. GRANT AND SCOPE OF LICENCE

1.1. In consideration of you accepting and agreeing to abide by the terms of this Licence, we hereby grant to you a personal, non-exclusive, non-transferable licence to use the Software and the Documents on the terms of this Licence.

1.2 You may download, install and use the software on one (1) node instance only solely for your personal purposes in a development environment for the purpose of deciding whether or not to enter into a full paid-for licence with us for use of the software. A node instance is defined below in condition 1.3.

1.3 A node instance is a single instance of VALO application running in an OS Instance. An OS Instance is a physical or virtual host running a single Operating System (OS) instance which enables a single machine identity (primary computer name or similar unique identifier) or a single administrative right or an isolated environment / user space, with unlimited cores or CPUs.

1.4 If the Licence is a multi-user or network licence, the number of concurrent Node Instances may agreed between you and us in advance in writing. Any request for additional Node Instances may be made by email.

2. RESTRICTIONS

Except as expressly set out in this Licence or as permitted by any local law, you undertake:

(a) Not to copy (or make back-up or archival copies) of the software or documents except where such copying is necessary to evaluate the software;

(b) Not to rent, lease, sub-license, loan, translate, merge, adapt, vary, modify or otherwise commercially exploit (including, without limitation, the provision of third party training) the software or documents;

© Not to, directly or indirectly, use the software or documentation or any data derived via the software for commercial or monetary gain;

(d) Not to make alterations to, or modifications of, 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;

(e) Not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the software or create any software which is substantially similar to the software nor attempt to do any such thing;

(f) To keep all copies of the software confidential (and not unnecessarily disclose it or any part of it to any third party without our prior written consent), secure and to maintain accurate and up-to-date records of the number and locations of all copies of the software;

(g) To include our trade mark, copyright notice and any other proprietary notice on all entire and partial copies you make of the software on any medium;

(h) Not to provide or otherwise make available the software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us; and

(i) To comply with all applicable technology control or export laws and regulations.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 You acknowledge that all intellectual property rights in the software and the documents anywhere in the world belong to us, that rights in the software are licensed (not sold) to you, and that you have no rights in, or to, the software or the documents other than the right to use them in accordance with the terms of this licence.

3.2 You agree to mark any copies of the software or documents which you make in any tangible medium with a notice that such copy belongs to us.

3.3 You acknowledge that you have no right to have access to the software in source code form.

3.4 If a third party notifies you of any claim that any rights in the software or that use of the software infringes any right of that third party, you agree to immediately notify us and, at our request, to immediately cease use of the software. If we are unable to allow you to continue evaluation of the software, we may terminate this licence immediately by written notice to you.

4. LIMITATION OF LIABILITY

4.1 You acknowledge that the software has not been developed to meet your individual requirements, and that it is therefore your sole responsibility to ensure that the facilities and functions of the software as described in the documents meet your requirements and to protect your data during the evaluation of the software and documents.

4.2 We only supply the software and documents for domestic and private use. You agree not to use the software and documents for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

4.3 We are only responsible for loss or damage you suffer that is a foreseeable result of our breach of this licence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we granted you the licence.

4.4 Nothing in this licence shall limit or exclude our liability for:

(a) Death or personal injury resulting from our negligence;

(b) Fraud or fraudulent misrepresentation;

© Any other liability that cannot be excluded or limited by English Law.

4.5 This licence sets out the full extent of our obligations and liabilities in respect of the supply of the software and documents. Except as expressly stated in this licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the software and documents which might otherwise be implied into, or incorporated in, this licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

5. TERMINATION

5.1 Without affecting any other right or remedy available to us,

(a) This license shall terminate after a term of twelve (12) months; and

(b) We may terminate this licence at any time during the twelve (12) month term on giving you at least 7 days’ written notice.

5.2 We may terminate this licence immediately by written notice to you if you commit a material or persistent breach of this licence. 5.3 Upon termination for any reason:

(a) All rights granted to you under this licence shall cease;

(b) You must immediately cease all activities authorised by this licence; and

© You must immediately delete or remove the software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the software and documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

6. COMMUNICATIONS

6.1 If you wish to contact us in writing, or if any condition in this licence requires you to give us notice in writing, you can send this to us by e-mail or by pre-paid post to ITRS Group Limited at 15 Bonhill Street, London ec2a 4dn. We will confirm receipt of this by contacting you in writing, normally by e-mail.

6.2 If we have to contact you or give you notice in writing, we will do so by e-mail to the address you provide to us in your order for the software.

7. EVENTS OUTSIDE OUR CONTROL

7.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this licence that is caused by an event outside our control. An event outside our control is defined below in condition 7.2.

7.2 An event outside our control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

7.3 If an event outside our control takes place that affects the performance of our obligations under this licence:

(a) Our obligations under this licence will be suspended and the time for performance of our obligations will be extended for the duration of the event outside our control; and

(b) We will use our reasonable endeavours to find a solution by which our obligations under this licence may be performed despite the event outside our control.

8. OTHER IMPORTANT TERMS

8.1 We may transfer our rights and obligations under this licence to another organisation, but this will not affect your rights or our obligations under this licence.

8.2 You may only transfer your rights or your obligations under this licence to another person if we agree in writing.

8.3 This licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this licence or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this in this licence or any document expressly referred to in it.

8.4 If we fail to insist that you perform any of your obligations under this licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

8.5 Each of the conditions of this licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

8.6 Please note that this licence, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.