End-User License Agreement

1. Grant and scope of licence
1.1 In consideration of payment by you of the agreed licence fee and you agreeing to abide by the terms of this Licence, we grant to you a perpetual, non-exclusive, nontransferable licence to use the Software and the Documents on the Registered Site(s) on the terms of this Licence.
1.2 You will only receive updates to the Software upon purchase of the annual support subscription. If you do not subscribe, you will not receive updates to the Software.
1.3 You may:
1.3.1 download, install and use the Software for your internal business purposes only on one central processing unit (CPU) or Virtual Machine (VM) if the Licence is a single-user licence or the Software is for single use;
1.3.2 on payment of any agreed fees and signature of a licence transfer agreement, transfer the Software from one computer to another provided it is used on only one computer at any one time;
1.3.3 provided you comply with the provisions in condition 2, copy the Software once for archival or backup purposes with the proper inclusion of M.A.C. Solutions (UK) Ltd’s and any M.A.C. Solutions (UK) Ltd licensor’s copyright notice;
1.3.4 receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by us from time to time; and
1.3.5 use any Documents in support of the use permitted under condition 1.3 and make up to five (5) copies of the Documents as are reasonably necessary for its lawful use.

2. Restrictions
2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake:
2.1.1 not to copy the Software or Documents except as expressly permitted by this Licence;
2.1.2 not to rent, lease, sub-licence, loan, translate, merge, adapt, vary or modify
the Software or Documents;
2.1.3 not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or
become incorporated in, any other programs;
2.1.4 not to disassemble, decompile, reverse-engineer or create derivative works
based on the whole or any part of the Software nor attempt to do any such
thing except to the extent that (by virtue of section 296A of the UK 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, and provided that the information obtained by you during such activities:
2.1.4.1 is used only for the purpose of achieving inter-operability of the Software with another software program; and
2.1.4.2 is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
2.1.4.3 is not used to create any software which is substantially similar to the Software.
2.1.5 to keep all copies of the Software secure and to maintain accurate and up todate records of the number and locations of all copies of the Software;
2.1.6 to supervise and control use of the Software and ensure that the Software is used by your employees in accordance with the terms of this Licence;
2.1.7 to include our copyright notice on all entire and partial copies you make of the Software on any medium;
2.1.8 not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us; and
2.1.9 to comply with all applicable technology control or export laws and regulations.

3. Intellectual property rights
3.1 You acknowledge that all intellectual property rights in the Software and the Documents anywhere in the world belong to us, M.A.C Solutions (UK) Limited, and
rights in the Software are licenced (not sold) to you, and that you have no rights in, or to, the Software or the Documents other than the right to use them in accordance with the terms of this Licence.
3.2 You acknowledge that you have no right to have access to the Software in source code form.

4. Limited warranty
4.1 We warrant that: the Software will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documents for a period of 90 days from the date of your first access to the Software (Warranty Period).
4.2 If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Documents, we will, at our sole discretion, either repair or replace the Software,
provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault. The foregoing shall be your sole and exclusive remedy for error and defect in the Software.
4.3 The warranty does not apply:
4.3.1 if the Software is used in combination with hardware or software not expressly permitted by us;
4.3.2 if the defect or fault in the Software results from you having altered or modified the Software; and
4.3.3 if the defect or fault in the Software results from you having used the Software in breach of the terms of this Licence.
4.4 The warranties above conditions 4.1 and 4.2 are in lieu of all other warranties or,
express, implied or statutory, including without limitation the warranty of merchantable quality, satisfactory quality, merchantability, and fitness for a particular purpose or those arising by law, statute, usage of trade course of dealing, or otherwise.

5. Limitation of liability
5.1 You acknowledge that the Software has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documents meet your requirements.
5.2 We only supply the Software and Documents for internal use by your business, and you agree not to use the Software or Documents for any re-sale purposes.
5.3 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
5.3.1 loss of profits, sales, business, or revenue;
5.3.2 business interruption;
5.3.3 loss of anticipated savings;
5.3.4 loss or corruption of data or information;
5.3.5 loss of business opportunity, goodwill or reputation; where any of the losses set out in condition 5.3.1 to condition 5.3.5 are direct or indirect; or
5.3.6 any special, indirect or consequential loss, damage, charges or expenses.
5.4 Other than the losses set out in condition 5.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the Licence Fee. This maximum cap does not apply to condition 5.5.
5.5 Nothing in this Licence shall limit or exclude our liability for:
5.5.1 death or personal injury resulting from our negligence;
5.5.2 fraud or fraudulent misrepresentation;
5.5.3 any other liability that cannot be excluded or limited by English law.
5.6 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
5.7 No action, regardless of form, arising out of the transactions under this Licence may be brought by you more than two years after the cause of action has occurred.

6. Termination
6.1 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
6.2 On termination for any reason:
6.2.1 all rights granted to you under this Licence shall cease;
6.2.2 you must immediately cease all activities authorised by this Licence;
6.2.3 you must immediately and permanently delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Software and Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so; and
6.2.4 you must immediately pay us all outstanding costs for the Software (including subscriptions fees to the end of the term), Training, Consultancy and Extended Software Support (ESS) where applicable. This includes all costs which are due and payable, whether or not you have received an invoice.

7. Communications between us
7.1 We may update the terms of this Licence at any time on notice to you in accordance with this condition 7. Your continued use of the Software and Documents following the deemed receipt and service of the notice under condition 7.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Software and Document on the deemed receipt and service of the notice.
7.2 If we have to contact you, we will do so by email or by pre-paid post to the address you provided in accordance with your order for the Software.
7.3 Note that any notice:
7.3.1 given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and
7.3.2 given by you to us will be deemed received and properly served 24 hours after an email or letter is received by us.
7.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

8. Events outside our control
8.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 8.2.
8.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
8.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
8.3.1 our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
8.3.2 we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.
8.3.3 should we be unable to find a solution under condition 8.3.2 we will refund you up to 100% of the Licence Fee only, Consultancy, Engineering, Training and other fees shall not be refunded.

9. How we may use your personal information
Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Software and the Documents and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in our Privacy Policy which is readily available here: www.processvue.com/privacy-policy. Please note the Privacy Policy may be updated from time to time.

10. Taxes and Governmental Authorization
You shall obtain from governmental authorities any licences or other authorizations, and pay all costs therefore, which may be required to permit our personnel to render the services and supply the products agreed upon. We shall not be responsible if any licence or other authorization is delayed, denied, revoked, restricted, or not renewed and you shall be liable for any costs incurred by us as a result of the failure to obtain such licences or other authorizations or if such licences or other authorizations are delayed, denied, revoked, restricted, or not renewed.

11. Maintenance and Support
11.1 If any, Maintenance and Support will be provided as per the terms and conditions of the service, which can be provided on request. Software updates only apply to the latest release version.
11.2 You will only be entitled to Maintenance and Support in relation to the Software after the Warranty Period and upon purchase of the annual support subscription fee. If you do not subscribe, you will not receive updates to the Software or be eligible for Maintenance and Support.

12. Force Majeure
Neither party shall be considered in default in performance of obligations hereunder to the extent that performance of such obligations, or any of them, is affected by Force Majeure. Force Majeure shall include, but not be limited to, hostilities, restraint of rulers or peoples, revolution, civil commotion, strike, epidemic, pandemic, accident, fire, flood, wind, earthquake, explosion, blockade, or embargo, lack of or failure of transportation facilities or any law, proclamation, regulation or ordinance, demand or requirement of any Government or Governmental agency having or claiming to have jurisdiction over the services or with respect to materials purchased for the services, or over the parties hereto, or any Act of God, or other act of Government, or any cause whether of the same or different nature existing or future, which is beyond the control and without the fault or negligence of the parties hereto. Lack of funds and century date non-compliance shall not be considered as affected categories respecting Force Majeure.

13. Other important terms
13.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
13.2 You may only transfer your rights or your obligations under this Licence to another organisation if we agree in writing, upon payment of outstanding fees and us entering into a novation agreement with the transferee.
13.3 We or our agents may, at our expense and with prior written approval from you, enter upon your premises during your regular business hours to audit your compliance with the provisions of this Licence.
13.4 This Licence constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence.
13.5 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing signed by us, and that will not mean that we will automatically waive any later default by you.
13.6 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
13.7 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.
13.8 To be eligible to purchase this Licence for the Software you must be in compliance with applicable export laws. By acquiring the Software you are representing and warranting to us that you are compliant with the following statements:
13.8.1 You are not a citizen, national, or resident of, and not under the control of, the government of Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, nor any other country to which the United Kingdom has prohibited export;
13.8.2 You will not download or otherwise export or re-export the Licenced Product(s), directly or indirectly, to the countries mentioned in clause 13.8.1 nor to citizens, nationals or residents of those countries;
13.8.3 You will not download or otherwise export or re-export the Software directly or indirectly, to persons on the lists mentioned in clause 13.8.2;
13.8.4 You will not use the Software for, and will not allow the Software to be used for, any purposes prohibited by UK law, including, without limitation, for the development, design, manufacture, or production of nuclear, chemical, or biological weapons of mass destruction;
13.8.5 You are in compliance with all applicable export and import laws;
13.8.6 If you cannot represent and warrant that it is in compliance with the above statements, you are not eligible to purchase this Licence for the Software.
13.9 Since the unauthorized use, copying or transfer of the Software or breach of this Licence shall diminish the value to us of the Software, we shall be entitled to obtain equitable relief to protect our interests including without limitation, injunctive relief as well as money damages and you acknowledge that remedies other than equitable relief are inadequate to fully protect us. Our rights and remedies under the Licence are not exclusive and are in addition to other rights and remedies in law, equity or by statute.