Effective from: 20 April 2009
1.1 SN Systems has created the Software (defined below), particulars of which are set out in the Appendix.
1.2 The Licensee is a developer and wishes to utilise the Software, subject to the terms and conditions of this SUL.
2.1 In this Standard User License ("SUL"):
"Appendix" means the appendix
attached to and forming part of this SUL;
"Intellectual Property Rights" means all intellectual property
rights including without limitation all rights in patents, copyright, design
rights, service marks, logos, trade secrets, database rights, trademarks
(whether registered or unregistered) and all applications for the same, anywhere
in the world;
"Licensee" means the licensee of the Software under this SUL;
"PC" means any personal computer under the Licensee's control
on which the Software has been installed;
"Product(s)" means any computer game(s) being developed by the
Licensee;
"SN Systems" means SN Systems Limited, a private limited
company registered in England and Wales (no. 02436957) whose registered office
is at 10 Great Marlborough Street, London, W1F 7LP;
"Software" means the development tool licensed to the Licensee
under this SUL particulars of which are set out in the Appendix together with
any user documentation and any Upgrades provided (in whatever medium) from time
to time but excluding any Third Party Software;
"SUL" means this Standard User License for the Software;
"Third Party Software" means any third party software
incorporated into the Software; and
"Upgrade" means a new release of any item of the Software which
corrects faults, adds functionality or otherwise amends or upgrades the
Software, but which does not constitute a new version of the Software offered
for purchase by SN Systems.
2.2 Terms used in this SUL, where appropriate, will be construed in accordance with their common usage in the UK computer industry.
3.1 SN Systems grants to
the Licensee on the following terms and conditions a perpetual (subject to
clause 7), non-transferable and non-exclusive license to use the Software in
object code form for the purposes of developing the Product(s). SN Systems
reserves all rights not expressly granted. This SUL is personal to the Licensee
and must not, subject to clause 11.4, be assigned, sub-licensed, sold, rented,
leased or made over to any other person in any way.
3.2 SN Systems will
provide the Licensee with a password to enable the Licensee to download the
Software from a web-site.
3.3 Any medium upon which
the Software is supplied will remain the property of SN Systems.
3.4 Risk in any Software
medium shall pass to the Licensee on dispatch.
3.5 The Licensee hereby
agrees to comply with and be subject to terms and conditions provided to the
Licensee from time to time relating to Third Party Software including (without
limitation) such terms and conditions referred to in the Appendix.
4.1 This SUL is not a sale
of the original Software or any copy. The Licensee acknowledges that SN Systems
(and its suppliers) remain the owners or licensees of the Intellectual Property
Rights in the Software and/or the Third Party Software and the Licensee does not
acquire any such rights by installing or using the Software and/or the Third
Party Software.
4.2 SN Systems has the
right to grant a license to use the Software provided SN Systems gives no
warranty as to the ownership of the Intellectual Property Rights in the Third
Party Software.
4.3 The Licensee will
promptly notify SN Systems in writing with all details of any matter likely to
give rise to a dispute in connection with any infringement of the Intellectual
Property Rights of SN Systems.
4.4 The Licensee
represents and warrants that it will not undertake any act or thing which in any
way impairs or is intended to impair any part of the right, title, interest or
goodwill of SN Systems. The Licensee's use of the Software in accordance with
this SUL shall not create any further or other right, title or interest in the
Intellectual Property Rights in the Software.
5.1 Save as provided by
law, the Licensee must not modify, adapt, decompile, disassemble or reverse
engineer the Software.
5.2 The Licensee may make
as many back-up copies of the Software as may be necessary for its lawful use.
Any such copies will be the property of SN Systems and must contain all of the
original Software's proprietary notices or labels. Such notices must not be
removed or interfered with at any time. The Licensee shall maintain an accurate
record of the location of all copies of the Software.
5.3 The Licensee may not
remove or interfere with any proprietary notices or labels on, in or relating to
the Software.
SN Systems may audit the
use of the Software by the Licensee to ensure that the terms and conditions of
this SUL are being complied with on the giving of reasonable advance written
notice. The Licensee hereby grants to SN Systems all necessary access to any
premises and equipment used by or under the Licensee's control accordingly. If
an audit reveals that the Licensee has not complied with the terms of this SUL,
then without prejudice to any other rights SN Systems may have, the Licensee
will immediately pay SN Systems' reasonable costs of audit.
7.1 SN Systems may
terminate this SUL immediately in the event of: (a) any use by the Licensee of
the Software outside the scope of the license granted by this SUL which use is
not remedied within seven days of its arising; (b) any other material breach of
this SUL which, if capable of remedy, remains unremedied for more than seven
days; or (c) the Licensee ceasing to do business, becoming unable to pay its
debts when they fall due, becoming or being deemed to be insolvent, having a
receiver, manager, administrator or administrative receiving or similar office
appointed in respect of the whole or any part of its assets or business, making
any composition or arrangement with its creditors, taking or suffering any
similar action in consequence of debt, an order or resolution being made for its
dissolution or liquidation (other than for the purpose of solvent amalgamation
or reconstruction) or entering into liquidation whether compulsorily or
voluntarily.
7.2 This SUL is effective
from the date on which the Licensee installs the Software and will remain in
force until terminated.
7.3 The Licensee hereby
acknowledges that any breach by the Licensee of a term of this SUL which gives
rise to a right to SN Systems to terminate will be deemed for all purposes to be
a repudiatory breach.
7.4 Upon termination (for
whatever reason) the Licensee will, at its own cost (unless SN Systems specifies
otherwise) immediately:
7.4.1 cease use of the
Software;
7.4.2 delete or destroy
all copies of the Software in its possession or control including without
limitation erasure of the Software from the storage media of any computer; and
7.5 The following clauses
will survive termination of this SUL: 3.3, 3.5, 4.1, 4.4, 6, 7.4, 8, 9, 11.1,
11.3, 11.5, 11.7, 11.8, 11.14, 11.15.
8.1 SN Systems excludes
any representation, condition or warranty: (a) that the Software or the user
documentation will meet the Licensee's requirements; (b) that the operation of
the Software supplied or that the SN Systems web-site will be uninterrupted or
virus or error free; or (c) regarding the use or the results of the use of the
Software, any support provided to the Licensee by SN Systems or the user
documentation in terms of its correctness, accuracy, reliability or (where
applicable) compatibility with any hardware or operating system. Further, the
terms of this Licence are in lieu of all other conditions, warranties or other
terms concerning the supply or purported supply of, failure to supply or delay
in supplying the Software or any services which might but for this clause 8.1
have effect between the parties or would otherwise be implied into or
incorporated into this Licence or any collateral contract, whether by statute,
common law or otherwise, all of which are hereby excluded (including, without
limitation, the implied conditions, warranties or other terms as to satisfactory
quality, fitness for purpose or as to the use of reasonable skill and care).
8.2 SN Systems will not in
any circumstances (including if SN Systems has been negligent) be liable in
connection with this SUL or its subject matter or any products produced by third
parties and supplied with the Software for:
8.2.1 any loss of
business, data, capital, profit, or goodwill whether such loss is direct,
indirect or consequential; or
8.2.2 any special,
indirect, consequential, incidental or punitive damages howsoever caused
including without limitation any damages arising as a result of connections to
any other computer systems or consoles, whether arising in tort, contract,
statutory duty or otherwise even if SN Systems was previously advised of the
possibility of such loss or damages.
8.3 SN Systems accepts no
liability for third party goods and services but will use its reasonable
endeavours to pass on to the Licensee the benefit of any warranties it may have
in respect of such third party goods or services.
8.4 Nothing in this SUL
will apply so as to limit or exclude any liability SN Systems may have to the
Licensee resulting from: (a) death or personal injury caused by the negligence
of SN Systems; or (b) any deceit, fraud or fraudulent misrepresentation made to
the Licensee by SN Systems; or (c) breach of the terms implied under S12 of the
Sale of Goods Act 1979 as to title and quiet possession or S2 of the Supply of
Goods and Services Act 1982; or (d) any other liability which cannot be excluded
or limited by applicable law.
The Licensee hereby agrees
to indemnify fully and effectively and keep SN Systems fully and effectively
indemnified against any claims by any third parties, losses or expenses
(including legal costs) SN Systems incurs in connection with any claim made
against it arising out of a breach by the Licensee of this SUL (whether arising
under contract, tort, or otherwise).
10.1 SN Systems will
provide the Licensee with email support during normal U.K. business hours. SN
Systems will use its reasonable endeavours to correct errors but will not
provide bespoke development upgrades for the Licensee nor new versions of the
Software.
10.2 SN Systems reserves
the right to:
10.2.1 charge additional
fees for technical support services which it deems to be beyond the normal scope
of technical support services provided under this SUL; and
10.2.2 withdraw support
for the Software on giving reasonable notice to the Licensee.
10.3 SN Systems may
withdraw support at any time that the Licensee is in material breach of any of
the terms of this SUL.
10.4 SN Systems will use
reasonable skill and care in providing the support under this SUL.
11.1 This SUL will be
construed, interpreted and governed by the laws of England and Wales and subject
to the exclusive jurisdiction of the Courts of England and Wales. The
jurisdiction provision in this clause 11.1 is made for the benefit of SN Systems
only, and SN Systems reserves the right to apply for injunctive relief in the
court of any jurisdiction to protect any Intellectual Property Right of, or
claim by, SN Systems.
11.2 Neither party to this
SUL will be liable to the other for any delay in, or failure of, performance of
its obligations under this SUL arising from any cause beyond its reasonable
control save that lack of funds will not be deemed to be such a cause.
11.3 This SUL (and any
documents referred to in this SUL produced by SN Systems) sets out the entire
agreement and understanding between SN Systems and the Licensee in connection
with its subject matter. Without prejudice to the provisions contained in clause
8 the Licensee irrevocably and unconditionally waives any rights it may have
against SN Systems: (a) to rescind this SUL by virtue of any misrepresentation
(other than fraudulent misrepresentation); and (b) to claim damages for any
misrepresentation (other than fraudulent misrepresentation) whether or not
contained in this SUL. SN Systems shall have no liability to the Licensee other
than pursuant to the express terms of this SUL.
11.4 The Licensee may not
assign, hold on trust or in any other way make over to any third party including
any affiliated companies, subsidiaries and/or holding companies of the Licensee
the benefit of this SUL either in whole or in part, without SN Systems' express
prior written consent.
11.5 Failure by either
party to exercise or enforce any rights, or the giving of any forbearance, delay
or indulgence, will not be construed as a waiver of its rights under this SUL or
otherwise. Any express waiver of any breach of this SUL will not be deemed to be
a waiver of any subsequent breach.
11.6 This SUL may not be
amended, modified, varied or supplemented by the Licensee except in writing
signed by or on behalf of both SN Systems and the Licensee by duly authorised
representatives.
11.7 Notices under this
SUL will be in writing. Notices to SN Systems will be sent to its Company
Secretary at the registered office from time to time. Notices to the Licensee
will be sent to the address in the United Kingdom as the Licensee may notify to
SN Systems in writing from time to time. Notices may be sent by first class
mail. Correctly addressed notices sent by first class mail will be deemed to be
delivered seven days (excluding Saturdays, Sundays and bank holidays in England
and Wales) after posting.
11.8 Neither party to this
SUL will disclose to any third party or use any of the other's confidential
information unless that confidential information was publicly known (other than
by breach of this SUL at the time of disclosure). However, information which is
obtained from one or more publicly available sources is not 'publicly known' if
substantial skill, labour or expense was required to obtain or produce it. For
the purposes of this clause 11.8, confidential information includes, without
limitation, any information contained in the Software, the documentation or any
trade secrets or know-how of SN Systems or the Licensee as applicable and any
password disclosed to the Licensee by SN Systems. This provision will not apply
where disclosure is required by law or any regulatory authority. SN Systems is
entitled to publicise the use by the Licensee of the Software.
11.9 SN Systems may, at
its sole discretion, terminate, change or suspend any part of its web-site,
including any content, features or hours of availability.
11.10 SN Systems may, at
its sole discretion, change any terms of this SUL by posting a new agreement on
its web-site. The new terms will take effect thirty (30) days after posting on
the web-site. The Licensee's use of any of the services provided on the SN
Systems web-site after such changes are posted will constitute the Licensee's
acceptance of the new terms. If the Licensee does not agree to the new terms it
may within a period of 30 days after such posting terminate this SUL on notice
to SN Systems.
11.11 A person who is not
a party to this SUL will have no rights under the Contract (Rights of Third
Parties) Act 1999 to enforce any term of it. This clause 11.11 does not affect
any right or remedy of any person which exists or is available otherwise than
pursuant to the 1999 Act.
11.12 If any part of this
SUL is found to be void or unenforceable, it will be severed from the rest of
the SUL so that it is ineffective to the extent that it will not affect the
validity of the balance of the SUL, which will remain valid and enforceable
according to its terms.
11.13 Nothing in this SUL
or contained on the SN Systems web-site will constitute an offer by SN Systems
to provide the Software, the Third Party Software, user documentation or support
to any person.
11.14 Both parties agree
to adhere at all times to the provisions of the Data Protection Act 1998 in
respect of any personal data (as such term is defined in the Act) that it
receives pursuant to this SUL. SN Systems will use such personal data to
administer its relationship with the Licensee, including but not limited to
fulfilling any order placed by the Licensee, delivering any such order,
providing important product information, providing support, undertaking customer
research/development and software development, informing the Licensee of any of
its products and fulfilling any notification obligations that it has to third
parties. The Licensee acknowledges that such notification obligation may involve
transferring the Licensee's personal data outside the European Economic Area and
the Licensee hereby consents to such a transfer. If the Licensee does not wish
to receive any marketing material, then it must contact SN Systems by e-mailing
webmaster@snsys.com or writing to Webmaster, SN Systems Limited, 1st Floor -
Hartwell House, 55-61 Victoria Street, Bristol, BS1 6AD, U.K. If the Licensee
wishes to receive a copy of the Licensee's personal information that SN Systems
holds (in return for a fee of £10) or to have any inaccuracies corrected, then
it must contact SN Systems by e-mailing webmaster@snsys.com or writing to
Webmaster at the above address.
11.15 The Licensee is
responsible for compliance with applicable local laws including, but not limited
to, the export and import regulations of the U.K. and other countries. The
Licensee hereby undertakes that the Software or Product(s) will not be shipped,
transferred or re-exported, directly or indirectly, to sanctioned or embargoed
countries (or their nationals) or groups. Details of the applicable restrictions
are set out in the web-site of the U.K. Export Administration Regulations:
www.dti.gov.uk/export.control/. The Licensee will not (and will not allow any
third party to) use or acquire the Software, nor produce any Product(s) which
may be used or acquired, for any terrorist activities or for any nuclear
activities, chemical or biological weapons or missile projects unless authorised
by the U.K. Government.
Software
The software development tool known as SN-DBS and related user documentation (as
may be published by SN Systems from time to time on its web-site or otherwise).
Particulars of the
Software:
SN-DBS is a software tool for distributing compilation between several
computers. Note: it does not contain a compiler.
Third Party Software
Notices/Terms and Conditions
None.
Additional or amended
terms to the SUL:
None.