1 GENERAL
1.1 This Disect Pro End User Licence Agreement (“EULA”) is a legal agreement between you and the software supplier (“The Supplier”) for the software product identified above, which includes computer software and associated media, printed materials, and online or electronic documentation (collectively, the “Software”). The Software includes any software updates, add-on components, web services and/or supplements that The Supplier may provide to you or make available to you after the date you obtain your initial copy of the Software to the extent that such items are not accompanied by a separate end user licence agreement or terms of use.
1.2 For the purposes of this EULA, “you” are the customer who purchased the Software, whether you are an individual, corporate or unincorporated body. If the Software was purchased by an individual “you” shall not include any other individual, corporate or unincorporated body.
1.3 Please read this EULA carefully before completing the installation process or using the Software. In particular, your attention is drawn to clause 5 and clause 6 of this EULA.
1.4 By installing, copying, or otherwise using the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, then destroy the Software and do not install or use the Software (and in the case of destruction, certify to The Supplier that you have done so).
1.5 This EULA shall apply to both the “General Licence” and the “Trial Licence” as set out in clause 2.
1.6 The permitted use of the Software is for visualisation and educational purposes only.
2 LICENCE GRANTS
2.1 In consideration of you agreeing to abide by the terms of this EULA and the payment of the licence fee, The Supplier hereby grants to you a non-exclusive, non-transferable licence to use the Software on the terms of this EULA.
2.2 General Licence: You may install and use the Software on computers which are intended for your use with your username and password or install and store the Software on a storage device, such as a network server, used only to install the Software on computers intended for your use with your username and password over an internal network. The Software may not be shared, installed or used concurrently on computers which are not intended for your use with your username and password.
2.3 Trial Licence: A free limited trial edition of the Software (“Trial Edition”) is granted when you download it. The Trial Licence granted under this EULA commences upon the installation of the Trial Edition and is effective for 30 days unless otherwise specified by The Supplier (“Trial Period”). The Trial Edition includes software code intended to disable its functionality after the expiration of the Trial Period. You may take no actions to circumvent the operation of such disabling code, and you accept all risks that might arise from such disabling code. You shall not:
2.3.1 download the Trial Edition under more than one username;
2.3.2 download the Trial Edition more than once under the same username;
2.3.3 alter the computer system to enable the use of the Trial Edition for a period in excess of the Trial Period; or
2.3.4 use the Trial Edition for any purpose other than determining whether to purchase a General Licence.
2.4 If the Software was distributed with a General Licence, or if you converted a Trial Licence into a General Licence by authorised use of the conversion mechanism provided with the Software, the licence granted under this EULA commences upon the installation of the Software and remains effective for the maximum period permitted by the contractual arrangements under which you have purchased the Software, unless terminated per the terms of this EULA.
3 LICENCE RESTRICTIONS
3.1 Other than as set out in clause 2, you may not make or distribute copies of the Software, or electronically transfer the Software from one computer to another or over a network.
3.2 You may make one backup copy of the Software if necessary, provided your backup copy is not installed or used on any computer, other than on a computer which is intended for your use with your username and password. You shall record the location of the copy of the Software and take all practicable steps to prevent unauthorised copying.
3.3 You may not (and shall not permit any third party to) alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.
3.4 Any decisions and/or diagnosis of any medical condition made from using the Software remain the responsibility of suitably qualified staff using established procedures as dictated by local hospital and national standards or policies.
3.5 You may not use the Software other than for the Permitted Use without the written consent of The Supplier. Additional fees may be payable on any change of use approved by The Supplier.
3.6 You may not use any such information provided by The Supplier to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it.
3.7 You shall permit The Supplier to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this EULA, for the purposes of ensuring that you are complying with the terms of this EULA, provided that The Supplier provide you with reasonable advance notice of such inspections, which shall take place at reasonable times.
3.8 The Supplier may terminate this EULA if you fail to comply with any term or condition of this EULA. In such event, you must destroy all copies of the Software.
4 INTELLECTUAL PROPERTY RIGHTS
4.1 The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
4.2 The Software is licensed, not sold. This EULA does not grant you any rights in connection with any trademarks or service marks of The Supplier.
4.3 The Supplier reserves all intellectual property rights, including copyrights, and trademark rights.
5 NO WARRANTIES
5.1 You accept the Software “as is,” and The Supplier makes no warranty as to its use, performance, or otherwise. To the maximum extent permitted by applicable law, The Supplier disclaims all other representations, warranties, and conditions, express, implied, statutory, or otherwise, including, but not limited to, implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, title, and non-infringement.
5.2 You acknowledge that the Software has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Software meet your requirements.
5.3 You acknowledge that the Software may not be free of bugs or errors.
6 LIMITATION OF LIABILITY
6.1 Except as expressly set out in clause 6.2, The Supplier shall have no liability for any losses, costs or damages which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
6.1.1 special damage (even where The Supplier was aware of the circumstances in which such special damage could arise);
6.1.2 loss of profits;
6.1.3 loss of anticipated savings;
6.1.4 business interruption;
6.1.5 loss of business opportunity;
6.1.6 failure to provide support services;
6.1.7 loss of goodwill; or
6.1.8 loss or corruption of data,
provided that this clause 6.1 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of clause 6.3 or any other claims for direct financial loss that are not excluded by clause 6.1.1 to clause 6.1.8 (inclusive).
6.2 Nothing in this EULA shall limit or exclude liability for:
6.2.1 death or personal injury caused by the negligence of The Supplier, its officers, employees, contractors or agents;
6.2.2 fraud or fraudulent misrepresentation;
6.2.3 breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
6.2.4 any other liability which may not be excluded by law.
6.3 The total liability of The Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this EULA or any collateral contract, shall in no circumstances exceed the amount paid by you for the Software that caused such damage.
6.4 Except as expressly set out in clause 6.2, The Supplier shall have no liability for any technical inaccuracies or typographical errors contained in the online or electronic documentation or resulting from use of the information provided in the online or electronic documentation.
7 SOFTWARE UPDATES
7.1 For the avoidance of doubt, this EULA does not grant you any right to any updates to the Software, or any support services.
8 TERMINATION
8.1 Without prejudice to any rights that have accrued under this EULA or any of its rights or remedies, The Supplier may at any time terminate this EULA with immediate effect by giving written notice to you if:
8.1.1 you commit a material breach of any term of this EULA and (if such breach is remediable) fail to remedy that breach within a period of 30 days after being notified in writing to do so;
8.1.2 you repeatedly breach any of the terms of this EULA in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to the terms of this EULA;
8.1.3 you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or (being a company) is deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986;
8.1.4 you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enters into any compromise or arrangement with your creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of you with one or more other companies or your solvent reconstruction;
8.1.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of you with one or more other companies or your solvent reconstruction;
8.1.6 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over you (being a company);
8.1.7 a floating charge holder over any of your assets (being a company) has become entitled to appoint or has appointed an administrative receiver;
8.1.8 a person becomes entitled to appoint a receiver over any of your assets or a receiver is appointed over any of your assets;
8.1.9 you (being an individual) are the subject of a bankruptcy petition or order;
8.1.10 a creditor or encumbrancer of yours attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days;
8.1.11 any event occurs, or proceeding is taken, with respect to in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in clause 8.1.3 to clause 8.1.10 (inclusive); or
8.1.12 you suspend or cease, or threaten to suspend or cease, to carry on all or a substantial part of your business.
8.2 On termination for any reason:
8.2.1 all rights granted to you under this EULA shall cease;
8.2.2 you shall cease all activities authorised by this EULA;
8.2.3 you shall immediately pay to The Supplier all any sums due to The Supplier under this EULA;
8.2.4 you shall pay to The Supplier all costs and expenses, including other fees incurred and all arrears of fee, charges or other payments arising in respect of the Software, this EULA or in law; and
8.2.5 you shall immediately destroy or return to The Supplier all copies of the Software then in your possession, custody or control (and in the case of destruction, certify to The Supplier that you have done so).
8.3 Termination by The Supplier in accordance with the rights contained in this clause 8 shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.
8.4 Any provision of this EULA which expressly or by implication is intended to come into force on or after termination of this EULA shall remain in force.
9 WAIVER
9.1 Failure or neglect by The Supplier to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of ’s rights hereunder nor in any way affect the validity of the whole or any part of this EULA nor prejudice The Supplier’s rights to take subsequent action.
10 MISCELLANEOUS
10.1 In the event that any of these terms, conditions or provisions shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
10.2 If any invalid, unlawful or unenforceable provision of this EULA would be valid, lawful and enforceable if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it valid, lawful and enforceable.
10.3 Any notice to be given by either party to the other may be sent by recorded delivery to the address of the other party as appearing herein or such other address as such party may from time to time have communicated to the other in writing and if so sent shall be deemed to be served 3 days following the date of posting.
10.4 This EULA (including any addendum or amendment to this EULA which is included with the Software) is the whole agreement between you and The Supplier relating to the Software and supersedes all prior agreements, arrangements and understandings between the parties relating to the subject matter.
10.5 Each party acknowledges that in entering into this EULA it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this EULA.
10.6 You may not transfer, assign, charge or otherwise dispose of this EULA, or any of your rights or obligations arising under it, without The Supplier’s prior written consent
10.7 The Supplier will not be liable or responsible for any failure to perform, or delay in performance of, any of his obligations under this EULA that is caused by an event outside his reasonable control.
10.8 A person who is not a party to this EULA shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this EULA, but this does not affect any right or remedy of a third party which exists or is available, apart from that Act.
10.9 This EULA and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
10.10 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this EULA or its subject matter or formation (including non-contractual disputes or claims).