End User Software Licence Agreement

PLEASE READ THIS CAREFULLY BEFORE CONTINUING

BEFORE AGREEING TO THIS LICENCE AGREEMENT TO DOWNLOAD THE SOFTWARE, YOU SHOULD 

CAREFULLY READ ITS TERMS AND CONDITIONS. BY TICKING THE BOX TO PROCEED, YOU AGREE TO 

BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT AND TO 

BECOME A LICENSEE. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, DO NOT TICK THE 

BOX, DOWNLOAD, OR USE THE SOFTWARE.

When you accept the terms and conditions of this Licence Agreement, Mo-Sys Engineering Ltd. (“Mo-Sys Engineering Ltd.”), registered in England (the “Licensor”) shall immediately grant you (the “Licensee”) a limited, non-exclusive, non-transferrable licence to Use Mo-Sys VP Pro for Unreal and any and all accompanying documentation (the “Software”) on a maximum of one 1 Computer at a time for each license contemplated by the applicable order form, subject to the terms and conditions of this Licence Agreement. You may not transfer the Software electronically from one Computer to another and may not distribute it over a network.

1. Use of the Software
   1. In this Licence Agreement, “Use” shall be defined as including the installation of the Software by copying, transmitting or loading it into the permanent memory of a computer or other device (each a “Computer”) for the processing of the system instructions or statements contained in the Software. “Use” shall also include copying the Software in machine-readable form for the purposes of understanding the contents of such machine-readable material (which may be known as reverse-engineering).
      1. A maximum of 1 Computer at a time for each license of the Software contemplated by the applicable order form may be made for back-up and/or disaster recovery purposes.
2. Nature of the Software

The Software is commercially licensed software.  It is not open-source, freeware or shareware.

1. Licensee’s Undertakings

By accepting the terms and conditions of this Licence Agreement you hereby undertake:

1. Not to copy the Software except as permitted hereby.
   1. Not to disassemble, decompile or otherwise reverse-engineer the Software.
      1. Not to Use the Software on more than 1 one Computer at any one time.
      2. To ensure that your employees, agents and other parties under your control who will use the Software, do so in accordance with the terms and conditions of this Licence Agreement and are accordingly notified of the same.
      3. To reproduce and include any and all copyright notices of the Licensor as they appear in or on the Software and any and all copies thereof.
      4. Not to permit or facilitate the Use of the Software in any manner which would constitute a breach of the terms and conditions of this Licence Agreement.
      5. Not to place or distribute the Software on any website, ftp server or similar location without the express prior written consent of the Licensor; and
      6. Not to Use the Software for any purpose which may reasonably be deemed immoral, illegal, offensive, threatening, abusive or otherwise harmful.
2. Prohibition on Transferring the Software
   1. The Software is licensed only to you.  You may not rent, lease, sub-licence, sell, assign, pledge, transfer or otherwise dispose of the Software, on a temporary or permanent basis, without the prior written consent of the Licensor. Use of the Software by your contractors in conformance herewith, on hardware belonging or licensed to you, for purposes of effecting such contractors’ services to you shall not constitute a breach of this Section.
3. Limited Warranty and Indemnity
   1. Subject to the limitations and exclusions of liability below, the Licensor warrants that the Software will materially conform with any documentation that accompanies it.
      1. Subject to sub-section 5.1, the Software is provided “as is” without any warranty of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
      2. The Licensor does not warrant that the Software will be error-free or that such errors will be corrected, and the Licensee is solely responsible for all costs and expenses associated with the rectification, repair or damage caused by such errors.
      3. The Licensor shall not be liable if the Software fails to operate in accordance with the limited warranty set out in sub-section 5.1 as a result of any modification, variation or addition to the Software not performed by the Licensor or caused by any abuse, corruption or incorrect use of the software, including the use of the software with equipment or other software which is incompatible. 
      4. In the event that the Licensor incurs any liability of any kind, that liability shall be limited to the licence fee paid by the Licensee for the Software and shall in all cases exclude any and all indirect, consequential, loss of profits or other losses of the Licensee).  Nothing in this Section 5 nor in the remainder of this Licence Agreement shall limit or exclude the Licensor’s liability for (a) death or personal injury arising out of the Licensor’s negligence nor for fraudulent misrepresentation or (b) indemnification of You against third-party intellectual property infringement claims as set forth herein.  Licensor shall indemnify You from any third-party claim alleging that your use of the Software as permitted hereby misappropriates or infringes upon the intellectual property rights of such third party provided that Licensor shall have no obligation to indemnify you against such claims to the extent the same arise from the circumstances contemplated by Section 5.4 above.  The foregoing indemnity is contingent that (a) you shall have promptly provided the Licensor with written notice of any relevant actions, suits, proceedings or claims or demands related thereto and reasonable cooperation, information, and assistance in connection therewith (except your failure to do so will not relieve the Licensor of its obligations under this Section 5.5 except to the extent that the Licensor is materially prejudiced by such failure); (b) the Licensor shall have sole control and authority with respect to the defense, settlement, or compromise thereof, provided that your reasonable consent to any such settlement or compromise shall be required unless it includes a full release of liability for you; and (c) shall in all cases exclude any and all indirect, consequential, loss of profits or other losses of the Licensee. 
      5. In the event that the Software becomes, or in the Licensor’s reasonable opinion is likely to become, the subject of a claimed intellectual property infringement or other claim, the Licensor may, at its option: (a) procure for you the right to continue using the Software; (b) replace or modify such Software to be non-infringing, without incurring a material diminution in performance or function; or (c) if neither of the foregoing is, in the Licensor judgment, available on reasonably commercial terms, the Licensor may terminate the applicable license upon notice to you, in which case you shall cease use of and return all copies of the Software and related materials, and the Licensor shall refund to you the portion of the fees pre-paid by you for the returned materials that are attributable, on a pro-rated basis, for the period of time after termination.
4. Your Statutory Rights

This Licence Agreement gives you specific legal rights and you may also have other rights that vary from one country to another. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the limitations and exclusions included in this Licence Agreement may not apply to you. Other jurisdictions do allow limitations and exclusions subject to certain conditions.  In such a case the limitations and exclusions included in this Licence Agreement shall apply to the fullest extent permitted by the laws of such applicable jurisdictions.  If any part of the limitations or exclusions in this Licence Agreement is held to be void or unenforceable, such part shall be deemed to be deleted from this Licence Agreement and the remainder of the limitation or exclusion shall continue in full force and effect.  Any rights that you may have as a consumer (i.e., a purchaser for private as opposed to business, academic or government use) are not affected.

1. Intellectual Property Rights

The Software and related documentation are copyright works of authorship and are also protected under applicable database laws. The Licensor retains ownership of the Software, all subsequent copies of the Software and all intellectual property rights subsisting therein, regardless of the form in which such copies may exist.  This Licence Agreement is not a sale of the original Software or any copies thereof.

1. Non-Solicit
2. The Licensee shall not propose to hire the Licensors employees or contractors provided that the hiring or other engagement of a Licensor employee or contractor as the result of the same’s response to a general advertisement shall not constitute a breach of this Section 8.
3. Term and Termination
   1. This Licence Agreement is a license for the duration of the subscription contemplated by the applicable order.  You may terminate it at any time by destroying the Software together with all copies in any form.
      1. This Licence Agreement shall also terminate upon conditions set out elsewhere in this Licence Agreement or if you fail to comply with of the terms and conditions of this Licence Agreement which you do not cure within 30 days of notice thereof.
      2. You agree that, upon such termination, you will destroy the Software including any copies in whatever form.
4. General
   1. Each party irrevocably agrees that this License Agreement shall be governed by the laws of England and Wales, and each party irrevocably agrees that the venue for any claim hereunder shall be the English courts in London, England.
      1. This Licence Agreement constitutes the complete and exclusive statement of the Licence Agreement between the Licensor and you with respect to the subject matter of this Licence Agreement and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to that subject matter.
      2. Any section in this Licence Agreement that is found to be invalid or unenforceable shall be deemed deleted and the remainder of this Licence Agreement shall not be affected by that deletion.
      3. Failure or neglect by either party to exercise any of its rights or remedies under this Licence agreement will not be construed as a waiver of that party’s rights nor in any way affect the validity off the whole or part of this Licence Agreement nor prejudice that party’s right to take subsequent action.
      4. This Licence Agreement is personal to you and (subject to Section 4) you may not assign, transfer, sub-contract or otherwise part with this Licence Agreement or any right or obligation under it without the Licensor’s prior written consent.

Any questions concerning this Licence Agreement, or the Software should be directed to the Licensor.