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SOFTWARE LICENCE

This software licence (“Licence“) together with Parts A and B of the Customer Contract and the Order Form (as defined in the Customer Contract) sets out the terms and conditions upon which you (“Licensee” or “you“) licence use of the software detailed in Part 2 below (the “Software“) from us, Mike Lloyd Technical Services Limited, a company incorporated and registered in Scotland with company number SC189413, whose registered office is at Semmarah, Daviot, By Inverurie, AB51 0HY (“Licensor“, “us” or “we“). 

By ticking the “Agree” box, you agree to the terms of this Licence which will bind you and your personnel. If you do not agree to the terms of this Licence, you must tick the “Reject” box and you may not install or access the Software.

PART 1 – TERMS AND CONDITIONS

1. DEFINITIONS AND INTERPRETATION

1.1.    In this Licence, unless the context requires otherwise, the following expressions shall have the meaning given:

“Customer Contract”

the customer contract entered into between the Licensor and the Licensee relating to licensing of the Software and the leasing of Equipment (as defined in the Customer Contract) by the Licensor to the Licensee.

“Effective Date”

the date on which the Licensee agrees to the terms of this Licence.

“Intellectual Property Rights”

patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and rights in domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

“Maintenance Release”

release of the Software that corrects faults, adds functionality or otherwise amends or upgrades the Software.

“Software”

the software described in Part 2 and any Maintenance Release which is acquired by the Licensee during the term of this Licence.

1.2.    In this Licence, unless the context requires otherwise:

    1.2.1.    a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    1.2.2.    a reference to writing or written includes email.
    1.2.3.    any words following the terms; including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
    1.2.4.    references to clauses and Parts are to clauses and Parts of this Licence.

2. LICENCE

2.1.    Subject to the terms of this Licence and the Customer Contract, the Licensor grants to the Licensee a non-exclusive licence to use the Software for the duration of the Customer Contract.

2.2.    The charges payable by the Licensee to the Licensor for the licence set out in 2.1 above are set out in the Customer Contract and shall be payable by the Licensee in accordance with the provisions of the Customer Contract.

3. LICENCE CONDITIONS

3.1.    The licence set out in 2.1 above is subject to the following conditions:

    3.1.1.    Use of the Software shall be restricted to use of the Software in object code form for the purpose of pipe dimensional measurement (which shall not include allowing the use of the Software by, or for the benefit of, any person other than personnel of the Licensee).
    3.1.2.    The Licensee may not use the Software other than as specified in clause 3.1.1 without the prior written consent of the Licensor, and the Licensee acknowledges that additional fees may be payable on any change of use approved by the Licensor.
    3.1.3.    The Licensee shall use the Software in accordance with all user guides, manuals and/or written instructions provided by the Licensor to the Licensee;
    3.1.4.    The Licensee has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except as required by law.
    3.1.5.    The Licensee shall keep a complete and accurate record of the Licensee’s copying and disclosure of the Software and its users, and produce such report to the Licensor on request from time to time.
    3.1.6.    The Licensee shall notify the Licensor as soon as it becomes aware of any unauthorised use of the Software by any person.

3.2.    The Licensee shall allow the Licensor to have access to the Licensee’s premises, documents, information and systems at all reasonable times in order to audit the Licensee’s compliance with the licence set out in 2.1 above, provided that the Licensor provides reasonable advance notice to the Licensee.

4. MAINTENANCE RELEASES

4.1.    The Licensor will provide the Licensee with all Maintenance Releases generally made available to its customers. 

4.2.    The Licensee shall install all Maintenance Releases as soon as reasonably practicable after receipt.

5. INTELLECTUAL PROPERTY RIGHTS

5.1.    The Licensee acknowledges that all Intellectual Property Rights in the Software and any Maintenance Releases belong and shall belong to the Licensor and the Licensee shall have no rights in or to the Software other than the right to use it in accordance with the terms of this Licence.

5.2.    The Licensor undertakes at its own expense to defend the Licensee or, at its option, settle any claim or action brought against the Licensee alleging that the possession or use of the Software (or any part thereof) in accordance with the terms of this Licence infringes the UK Intellectual Property Rights of a third party (“Claim”) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against the Licensee as a result of or in connection with any such Claim. For the avoidance of doubt, clause 5.2 shall not apply where the Claim in question is attributable to possession or use of the Software (or any part thereof) by the Licensee other than in accordance with the terms of this Licence, use of the Software in combination with any hardware or software not supplied or specified by the Licensor if the infringement would have been avoided by the use of the Software not so combined, or use of a non-current release of the Software.

5.3.    If any third party makes a Claim, or notifies an intention to make a Claim against the Licensee, the Licensor’s obligations under clause 5.2 are conditional on the Licensee:

    5.3.1.    as soon as reasonably practicable, giving written notice of the Claim to the Licensor, specifying the nature of the Claim in reasonable detail;
    5.3.2.    not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Licensor;
    5.3.3.    giving the Licensor and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Licensee, so as to enable the Licensor and its professional advisers to examine them and to take copies (at the Licensor’s expense) for the purpose of assessing the Claim; and
    5.3.4.    subject to the Licensor providing security to the Licensee to the Licensee’s reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as the Licensor may reasonably request to avoid, dispute, compromise or defend the Claim.

5.4.    If any Claim is made, or in the Licensor’s reasonable opinion is likely to be made, against the Licensee, the Licensor may at its sole option and expense:

    5.4.1.    procure for the Licensee the right to continue to use the Software (or any part thereof) in accordance with the terms of this Licence;
    5.4.2.    modify the Software so that it ceases to be infringing;
    5.4.3.    replace the Software with non-infringing software; or
    5.4.4.    terminate this Licence immediately by notice in writing to the Licensee.

5.5.    This clause 5 constitutes the Licensee’s exclusive remedy and the Licensor’s only liability in respect of Claims and, for the avoidance of doubt, is subject to clause 7 (Limitation of Liability) of the Customer Contract.

6. DURATION AND TERMINATION

6.1.    This Licence shall commence on the Effective Date and shall automatically terminate on the expiry or termination of the Customer Contract. 

6.2.    On the termination of this Licence:

    6.2.1.    all rights granted to the Licensee under this Licence shall cease;
    6.2.2.    the Licensee shall cease all activities authorised by this Licence; and
    6.2.3.    the Licensee shall immediately destroy or return to the Licensor (at the Licensor’s option) all copies of the Software then in its possession, custody or control and, in the case of destruction, certify to the Licensor that it has done so.

6.3.    Any provision of this Licence that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Licence shall remain in full force and effect.

6.4.    Without prejudice to its rights of termination under the Customer, the Licensor may suspend the Licensee’s access to the Software in the event the Licensor has the right to terminate the Customer Contract. 

PART 2 - SOFTWARE

Automet FAB – Pipe measurement software

Automet (Full) – Industrial Measurement Software

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