ReqDESIGN reqiftoolkit end user license agreement
PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING.
IMPORTANT NOTICE TO ALL USERS:
· BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THE TERMS OF THIS LICENSE WHICH WILL BIND YOU AND YOUR EMPLOYEES. THE TERMS OF THIS LICENSE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSE 9 AND CLAUSE10.
· IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, YOU MUST CLICK ON THE "REJECT" BUTTON BELOW AND YOU MAY NOT ACCESS, DOWNLOAD INSTALL OR USE THE SOFTWARE OR THE DOCUMENTATION.
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["ACCEPT" BUTTON] |
["REJECT" BUTTON] |
This End User License Agreement (“EULA”) is a legal agreement between you, the Licensee and Req Design Ltd., a company registered in England and Wales under number 12068805 whose registered office is Manufactory House, Bell Lane, Hertford, Hertfordshire, UK, SG14 1BP, the Licensor.
This EULA covers the REQIFtoolkit Software and the associated Documentation. This EULA grants a license to use the Software and the Documentation only. The Licensor does not sell or assign the Software or the Documentation to you. The Licensor remains the owner of the Software and Documentation at all times.
This EULA is available from https://www.reqdesign.com/eula. It is recommended that you print or save a copy of this EULA for future reference.
1. Definitions and Interpretation
In this EULA, unless the context otherwise requires, the following expressions have the following meanings:
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“API”
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means the publicly accessible REQDesign REQIFtoolkit “Application Programming Interface” that can be used for the creation of Derived Works |
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“Application”
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means the REQDesign REQIFtoolkit desktop application |
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“Application User”
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means any individual authorised by You to use the Application |
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“Derived Works”
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means any software which incorporates any feature provided by the API |
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“Developer”
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means any person authorized by You to develop a Derived Work |
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“Digital River” |
means Digital River GmbH, with offices at Scheidtweilerstrasse 4, 50933 Cologne, Germany, the reseller of the Product |
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“Documentation” |
means the HTML and JavaDoc documentation which accompanies the Software |
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“Evaluation License” |
has the meaning given in clause 4.3.3. |
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“Evaluation Period” |
means the period commencing with receipt of an Evaluation License and lasting 30 days (or such longer period as agreed in writing by the Licensor at its discretion) |
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“License Fee” |
means the license fee paid by You to Digital River for the use of the Software |
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“License File” |
means a file containing encrypted data that enables the Product to operate in accordance with the License Type and the number of licenses purchased |
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“License Type” |
means the type of license as defined in Clause 4.3 |
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“Physical Location” |
means a geographical location that can be identified by a unique postal address |
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“Product” |
means the Software licensed under this agreement |
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“Req Design” |
means Req Design Ltd |
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“REQIFdev Edition” |
means the Edition of the Product providing the features in accordance with a REQIFdev License File as described in Clause 4.3.4 |
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“REQIFpro Edition” |
means the Edition of the Product providing the features in accordance with a REQIFpro License File as described in Clause 4.3.2 |
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“REQIFviewer Edition” |
means the Edition of the Product providing the features in accordance with a REQIFviewer License as described in Clause 4.3.1 |
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“Software” |
means the REQDesign REQIFtoolkit software comprising the Application and API. |
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“Subscription Expiry Date” |
means the end date of the Subscription Period |
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“Subscription Fee” |
means the subscription fee paid by the You to Digital River for the purpose of extending the Subscription Period |
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“Subscription Period” |
means the duration of the limited warranty as defined in Clause 8.1 |
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“Updates” |
means technical support, patches, new versions and releases of the Product |
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“You”, “Your” |
means the Licensee. |
The Software requires the following minimum hardware and software specification to install and operate correctly:
· Microsoft Windows 7, Windows Server 2016
· 1GHz CPU
· 4GB Memory
· 1GB available disk space
· Java 1.8 is required for the API
3. Ownership of the Software and Documentation
3.1 The Software and the Documentation and all intellectual property rights therein (including, but not limited to, copyright) belong to the Licensor. This EULA does not grant to you (or sell to you) any rights of ownership in the Software or the Documentation. This EULA grants you a license to use the Software and the Documentation in accordance with the terms and conditions of this EULA only.
3.2 The Licensor also retains ownership of any and all copies of the Software or the Documentation and all intellectual property rights therein, regardless of the form in which the copies may exist.
4. Grant and Scope of License
4.1 In consideration of your acceptance of this EULA and, where a License File is required, your payment of the License Fee, the Licensor hereby grants to you a limited, non-exclusive, non-transferable license to:
a) access, download, install, and use the Software, in accordance with the terms and conditions of this EULA, for business purposes only on one computer or device owned, leased, or otherwise controlled by you.
b) use the Documentation in accordance with the terms and conditions of this EULA, for business purposes only.
c) transfer the Software to another computer or device provided that the Software is not used on more than one computer or device simultaneously.
d) subject to Clause 5, make copies of the Software for backup, archival, or other security purposes; and
4.2 The license granted hereunder also extends to any and all free updates, patches, fixes and similar that the Licensor may provide for the duration of the Subscription Period as set out in clause 8.1
4.3.1 REQIFviewer License. This mode permits any Application User to use the Product without a License File with the following constraints:
a) This mode provides only those features offered by the REQIFviewer Edition and as explained in the Documentation and does not permit the creation of Derived Works.
a) This license does not permit the creation of Derived Works.
4.3.3 Evaluation License. A REQIFdev License File that is provided free of charge for the purposes of evaluating the features of the REQIFdev License and is valid for the duration of the Evaluation Period. This license does not permit the creation of Derived Works.
5.1 You may not make copies of the Software or Documentation or any part thereof except where such copying is necessary to support the normal use of the Software in accordance with this EULA or is necessary for backup, archival, or other security purposes as set out above in sub-Clauses 4.1d) and 4.1e)
5.2 You may not translate, reverse-engineer, decompile, disassemble, modify, or create derivative works based on the Software (or any part thereof) except as expressly permitted by law or this EULA. To the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, you undertake that the information obtained by you during such activities:
is not used to create any software which is substantially similar to the Software
5.3 You may not modify, adapt, alter, translate, or otherwise change the Software or Documentation or any part thereof or combine, incorporate in, or merge the Software with any other software except as expressly permitted by law or this EULA.
a) You may not alter, delete, or otherwise obscure any notices of proprietary rights (including, but not limited to, copyright) or any product identification or restrictions on or in the Software or the Documentation. Any and all such notices must be included in full on all copies made of the Software or the Documentation, whether full or partial.
5.4 You may not make the Software available over a network or by any other method of remote access.
5.5 Subject to Clause 6, below, you may not rent, lease, sub-license, sell, assign, pledge, or otherwise dispose of the Software or the Documentation.
The Software and Documentation are licensed only to you, the Licensee. You may not rent, lease, sub-license, sell, assign, pledge, transfer, or otherwise make available or dispose of the Software (including but not limited to program listings, object and source program listings, object code and source code) or Documentation, in whole or in part, on a temporary or permanent basis, without the prior written consent of the Licensor.
7. Licensee’s Undertakings
You hereby undertake and agree that:
7.1 you will use and permit the use of the Software only in accordance with the bounds of the terms and conditions of this EULA;
7.2 you will supervise and control any use of the Software by Authorised Users and ensure that they are notified of the terms and conditions of this EULA, understand them, and comply with them;
7.3 you will comply with all applicable laws, rules, and regulations governing technology control and export;
7.4 you will keep all copies of the Software secure and you will maintain accurate and up-to-date records of the number and locations of all copies of the Software.
8.1 The Licensor warrants that on receipt of payment of the License Fee, the Software will, when properly used on a computer or device which meets the system requirements set out above in Clause 2, materially conform with the Documentation and that the Documentation will correctly describe the Software and its functions in accordance with the License Type and in all material respects for a period of 1 year commencing on the date of purchase of the License (the “Subscription Period”) and ending on the “Subscription Expiry Date”.
8.2 At any time within your Subscription Period you may download and install Updates and the warranty granted by sub-Clause 8.1 shall continue to apply.
8.3 Provided that the Subscription Period defined in sub-Clause 8.1 has not expired, you may extend this period to run for another 1 year commencing from the Subscription Expiry Date on payment of the Subscription Fee.
a) repair the Software; or
b) replace the Software.
8.5 The remedies available to you under sub-Clause 8.4, above, shall be dependent upon your supplying sufficient information to the Licensor that the Licensor may reasonably require in order to diagnose, reproduce, and remedy the defect or fault.
8.6 The warranty granted by this Clause 8 shall not apply to the extent that any defect or fault in the Software results from your unauthorized alteration or modification of the Software or from your use of the Software in breach of the terms and conditions of this EULA.
9.1 The Software and Documentation are provided for internal business use by you, the Licensee and unless expressly permitted under the terms of this agreement you agree not to use the Software or Documents for any re-sale purposes.
a) loss of profits;
b) loss of sales or business;
c) loss of revenue;
d) loss of agreements or contracts;
e) loss of anticipated savings;
f) loss of use or corruption of software, data or information;
g) business interruption;
h) loss of business opportunity, reputation, or goodwill; or
i) special, indirect, or consequential loss, damage, charges, or expenses.
9.3 Subject to sub-Clause 9.2 above (losses for which the Licensor is not liable), and sub-Clause 9.4, below (liability which is not excluded or limited), the Licensor’s maximum aggregate liability, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with this EULA shall be limited to a sum equal to 100% of the total annual License Fees paid by you or your organisation.
9.5 Nothing in this Clause 9 shall exclude or limit the Licensor’s or Digital River’s liability for death or personal injury resulting from the Licensor’s or Digital River’s negligence; for fraud or fraudulent misrepresentation; or for any other form of liability which cannot be limited or excluded under English law.
10. No Other Warranties or Liability
10.1 This EULA sets out the full extent of the Licensor’s liabilities and obligations with respect to the Software and Documentation. Except as expressly set out in this EULA, the Licensor is bound by no other conditions, warranties, representations, guarantees, or other terms, whether express or implied.
10.2 To the fullest extent permitted by law, any warranties, representations, guarantees, or other terms which may be implied or otherwise incorporated into this EULA whether by statute, common law, or otherwise, are hereby excluded.
10.3 In particular, the Licensor does not warrant that the Software or the Documentation will meet your particular requirements or that the operation of the Software will be uninterrupted or error-free (subject to the limited warranty in Clause 8). It is your responsibility to ensure that the Software as described in the Documentation (and the Documentation itself, where appropriate) meets your requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise.
11. Events Outside the Licensor’s Control
11.1 The Licensor will not be liable or responsible for any failure to perform, or delay in performance of, any of the Licensor’s obligations under this License that is caused by an Event Outside the Licensor’s Control. An Event Outside the Licensor’s Control is defined below in clause 11.2.
11.3 If an Event Outside the Licensor’s Control takes place that affects the performance of the Licensor’s obligations under this License:
a) the Licensor’s obligations under this License will be suspended and the time for performance of the Licensor’s obligations will be extended for the duration of the Event Outside the Licensor’s Control; and
b) the Licensor will use reasonable endeavours to find a solution by which our obligations under this License may be performed despite the Event Outside the Licensor’s Control.
12. Changes to this EULA
12.1 The Licensor reserves the right to amend the terms and conditions of this EULA at any time on written notice to you. You will be notified of such changes by email.
12.2 By continuing to use the Software and Documentation following receipt and service of notice of such changes as described above, you shall be deemed to have accepted the changes to this EULA.
12.3 If you do not accept the changes to this EULA, you must immediately stop all actions permitted under this EULA including, but not limited to, using the Software and Documentation.
13. Term and Termination of this EULA
13.1 This EULA is effective until terminated. You may terminate it at any time by fully uninstalling, deleting, or otherwise removing the Software including any Derived Works from any and all computers or devices in your possession or control and deleting or destroying all copies of the Software and Documentation in your possession or control.
13.2 The Licensor reserves the right to terminate this EULA immediately on written notice to you in the event that you commit a material or persistent breach of this EULA and (if the breach is capable of remedy) fail to remedy the breach within 14 calendar days after the service of a written notice from the Licensor requiring you to do so.
13.3 In the event that this EULA is terminated for any reason:
a) All rights granted to you by this EULA shall discontinue;
b) You must immediately stop all actions permitted under this EULA including, but not limited to, using the Software and Documentation;
c) You must immediately, permanently and fully uninstall, delete, or otherwise remove the Software and any Derived Works from any and all computers or devices in your possession; and
d) You must immediately delete, destroy, or return to the Licensor (at the Licensor’s option) all copies of the Software and Documentation in your possession or control.
14. Privacy and Data Protection
14.1 All personal data that the Licensor may use will be collected, processed, and held in accordance with the provisions of UK data protection legislation and your rights and the rights of Authorised Users thereunder.
14.2 For complete details of the Licensor’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, personal data sharing (where applicable), details of your rights and the rights of Authorised Users and how to exercise those rights please refer to the Licensor’s Privacy Statement available from https://reqdesign.com/privacy.
15. Notices
15.1 All notices under this EULA shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the party giving the notice.
15.2 All notices sent to you by the Licensor will be sent by email address provided by you when you purchased the License.
15.3 Notices shall be deemed to have been duly given:
a) when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
b) when sent, if transmitted by email and a successful transmission report or return receipt is generated; or
c) on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
d) on the tenth business day following mailing, if mailed by airmail, postage prepaid.
16. Assignment
16.1 The Licensor may transfer its rights and obligations under this EULA to another party at any time. Your rights as the Licensee under this EULA will not be affected by such a transfer.
16.2 This EULA and the license granted to you under it are personal to you. Except where expressly permitted under this EULA, you may not transfer your rights and obligations under this EULA to another party without the Licensor’s prior written consent.
17. No Waiver
No failure or delay by either party to this EULA in exercising any of its rights under this EULA shall be deemed to be a waiver of that right, and no waiver by either party to this EULA of a breach of any provision of this EULA shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
18. Entire Agreement
18.1 This EULA contains the entire agreement between the Licensor and Licensee with respect to its subject matter.
18.2 This EULA supersedes and extinguishes any and all previous agreements, representations, warranties, promises, assurances, and understandings between the Licensor and Licensee relating to its subject matter.
19. Severance
In the event that one or more of the provisions of this EULA is or are found to be unlawful, invalid, or otherwise unenforceable, that or those provision(s) shall be deemed severed from the remainder of this EULA. The remainder of this EULA shall be valid and enforceable.
20. Law and Jurisdiction
20.1 This EULA (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
20.2 Any dispute, controversy, proceedings or claim between the Parties relating to this EULA (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.