Exceptional Marine Navigation Software
It's all on the chart
"NUNO NAVIGATOR" LICENCE AGREEMENT
This is a legally binding Agreement between you and CherSoft Ltd. ("CherSoft").
By installing the Nuno Navigator Software Application ("Software") for
any purpose, you are agreeing to be bound by these terms and conditions, including
the Software license and disclaimer of Software warranty below. Please read this
document carefully before downloading and trying or using the Software.
WARNING
We own the copyright, trade mark, trade names, patents and other intellectual property
rights subsisting in or used in connection with the enclosed software including
all documentation and manuals and all other copies which you are authorised to make
by this agreement ('the software'). It is unlawful to load the software into a computer
without our licence. We are willing to license the software to you only on the condition
that you accept all the terms contained in this licence agreement. Please read this
licence agreement carefully before installing the software. By installing the software
you agree to be bound by the terms of this agreement. If you do not agree with these
terms and conditions we are unwilling to license the software to you, and you should
not installing the software.
[Note: Technical support as well as notification of upgrades is only provided to
users who have a current support agreement.]
1. Licence
In consideration of your agreement to the terms of this Agreement, we grant you
a perpetual, non-exclusive right to use the Software in accordance with clause 2
below. This licence is personal to you as the purchaser of the Software and is for
your benefit only.
2. Permitted use
As purchaser of the authorised copy of the Software, you may, subject to the following
conditions:
2.1 use the Software and Manuals in connection with a single computer - if you wish
to use the Software on more than one computer, you must obtain a separate licence
for another copy of this Software;
2.2 load the Software into and use it on a single computer which is under your control;
2.3 transfer the Software from one computer to another provided that the Software
is installed and used on only one computer at a time;
2.4 copy the Software for back-up and archival purposes and make up to two copies
of the documentation (if any) accompanying the Software, provided that the original
and each copy is kept in your possession and labelled and that your installation
and use of the software does not exceed that allowed by this Agreement;
2.5 transfer the Software, on a permanent basis only, to another person by transferring
all copies of the Software to that person and/or destroying copies not transferred.
The other person must agree to the terms of this Agreement and on such a permanent
transfer, the licence of the Software to you will automatically terminate.
3. Restrictions on use
You may not nor permit others to:
3.1 load the Software into two or more computers at the same time. If you wish to
transfer the Software from one computer to another, you must erase the Software
from the first hard drive before you install it onto a second hard drive;
3.2 sub-license, assign, rent, lease or transfer the licence or the Software or
make or distribute copies of the Software except as permitted by this Agreement;
3.3 translate, reverse engineer, decompile, disassemble, modify or create derivative
works based on the Software except as permitted by law;
3.4 make copies of the Software, in whole or part, except for back-up or archival
purposes or incorporated into your application, as permitted in this licence;
3.5 use any back-up copy of the Software for any purpose other than to replace the
original copy in the event that it is destroyed or becomes defective;
3.6 copy the written materials (except as provided by this Agreement) accompanying
the Software;
3.7 adapt, modify, delete or translate the written material accompanying the Software
in any way for any purpose whatsoever;
3.8 vary, delete or obscure any notices of proprietary rights or any product identification
or restrictions on or in the Software.
4. Undertakings
You undertake to:
4.1 ensure that, prior to use of the Software by your employees or agents, all such
parties are notified of this licence and the terms of this Agreement;
4.2 reproduce and include our copyright notice (or such other party's copyright
notice as specified on the Software) on all and any copies of the Software, including
any partial copies of the Software;
4.3 hold all drawings, specifications, data (including object and source codes),
software listings and all other information relating to the Software, confidential
and not at any time, during this licence or after its expiry, disclose the same,
whether directly or indirectly, to any third party without our consent.
5. Title
As licensee you own only the diskette or medium on which the Software is recorded
or fixed. You may retain the media on termination of this Agreement provided the
Software is erased. We shall at all times retain ownership of the Software.
6. Warranty
Subject to clause 6.2, we warrant that for a period of 90 days from the date of
your purchase of the Software ('the Warranty Period'):
6.1 The copy of the Software in this package will materially conform to the documentation
that accompanies the Software. If the Software fails to operate in accordance with
this warranty, you may, as your sole and exclusive remedy, return all of the Software
and the documentation to us or to your supplier during the warranty period, along
with dated proof of purchase, specifying the problem, and we will provide you either
with a new version of the Software or a full refund (at our option).
6.2 We shall not be liable under the warranties given in clause 6.1 above if the
diskette or the Software fails to operate in accordance with the said warranty as
a result of any modification, variation, or addition to the Software not performed
by us or caused by any abuse, corruption or incorrect use of the Software, including
use of the Software with equipment or other software which is incompatible.
7. Disclaimer
We do not warrant that this Software will meet your requirements or your client(s)’
requirements or that its operation will be uninterrupted or error free. We exclude
and expressly disclaim all express and implied warranties or conditions not stated
in this Agreement (including without limitation, loss of profits, loss or corruption
of data, business interruption or loss of contracts), so far as such exclusion or
disclaimer is permitted under the applicable law. This Agreement does not affect
your statutory rights.
8. Support and Updates
We will endeavour to provide support and updates to you in respect of the Software,
subject to the following conditions:
8.1 We provide support and updates for one year from the invoice date of your original
purchase of the software at no additional cost;
8.2 After the initial one year period, we will continue to provide support and updates
on condition that you are have made a support agreement with us and that all associated
fees have been paid in full;
8.3 Unless agreed otherwise, support agreements run for one year, starting on the
anniversary of your original purchase, or immediately following the expiry date
of any previous agreement.
9. Liability
9.1 Our liability to you for any losses shall not exceed the amount you originally
paid for the Software.
9.2 In no event will we be liable to you for any indirect or consequential damages,
or loss of profit, even if we have been advised of the possibility of such damages.
In particular, we accept no liability for any programs or data made or stored with
the Software nor for the costs of recovering or replacing such programs or data.
9.3 Nothing in this Agreement limits liability for fraudulent misrepresentation
or our liability to you in the event of death or personal injury resulting from
our negligence.
9.4 You acknowledge and agree that the limitations contained in this clause are
reasonable in the light of all the circumstances.
10. Term
The term of this Agreement will commence when you electronically download or receive
the Software by any means and, unless terminated earlier as provided in this Article,
will continue in perpetuity, subject to any limited subscription period stated in
the individual Software product license, and EXCEPT THAT the term of your license
to use evaluation Software will be 30 days.
11. Termination
11.1 The Agreement and the licence granted to use the Software automatically terminates
if you:
11.1.1 fail to comply with any provisions of this Agreement;
11.1.2 destroy the copies of the Software in your possession;
11.1.3 voluntarily return the Software to us.
11.2 In the event of termination in accordance with clause 9.1 you must destroy
or delete all copies of the Software from all storage media in your control.
12. Severability
In the event that any provision of this Agreement is declared by any judicial or
other competent authority to be void, voidable, illegal or otherwise unenforceable
or indications of the same are received by either you or us from any relevant competent
authority, we shall amend that provision in such reasonable manner as achieves the
intention of the parties without illegality or, at our discretion, such provision
may be severed from this Agreement and the remaining provisions of this Agreement
shall remain in full force and effect.
13. Entire agreement
You have read and understand this Agreement and agree that it constitutes the complete
and exclusive statement of the Agreement between us with respect to the subject
matter of this Agreement.
14. Assignment
This Agreement is personal to you and you may not assign, transfer, sub-contract
or otherwise part with this Agreement or any right or obligation under it without
our prior written consent.
15. Waiver
Failure or neglect by either party to exercise any of its rights or remedies under
this Agreement will not be construed as a waiver of that party's rights nor in any
way affect the validity of the whole or part of this licence nor prejudice that
party's right to take subsequent action.
16. Law and disputes
This Agreement and all matters arising from it are governed by and construed in
accordance with the laws of England and Wales whose courts shall have exclusive
jurisdiction over all disputes arising in connection with this Agreement and the
place of performance of this Agreement is agreed by you to be England.
If you have any questions about this Agreement, please contact Simon Salter at CherSoft
Ltd.