VtcSoft END USER LICENCE AGREEMENT

BY OPENING THE PACKAGE AND CLICKING ON THE "ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON TO DISCONTINUE THE INSTALLATION PROCESS AND PROMPTLY RETURN THE PRODUCT TO YOUR SUPPLIER.

TERMS APPLICABLE
In this agreement
a) "Control Techniques" shall mean Control Techniques PLC (Registered Office: The Gro, Newtown. Powys. SY16 3BE) which is a subsidiary of Emerson Electric Company.
b) "Software" shall mean the VtcSoft software and any documentation relating to it published by Control Techniques contained in the package, and includes any part of the Software.
c) "You" shall mean the end user of the Software.

In return for your agreeing to comply with the terms and conditions of this agreement Control Techniques grants you a non-exclusive and non-transferrable licence to use and display the Software, provided that you comply with those terms and conditions.

1. DISCLAIMER OF WARRANTY.

Except for the warranty in clause 2, the Software is provided on an "AS IS" basis, without any representation, condition or warranty of any kind, whether express or implied, statutory or otherwise including without limitation any warranty of satisfactory quality or fitness for a particular purpose all of which are excluded to the fullest extent permitted by law. The entire risk as to the quality and performance of the Software is borne by you, and no warranty or guarantee is given or deemed to be given by Control Techniques regarding the use or accuracy or reliability of the Software or the correctness of any data or any other thing resulting from the use of the Software or that use of the Software will be uninterrupted or secure. Should the Software prove defective, you and not Control Techniques or the supplier will be solely responsible for the entire cost of any necessary servicing, repair, correction or replacement and your attention is drawn to the provisions of clause 6 below.
This disclaimer and clause 6 constitute an essential part of this agreement.

2. LIMITED WARRANTY.

Without prejudice to clause 1 above, Control Techniques warrants that, subject to the conditions set out below, the media containing the Software and the accompanying documentation will if provided by Control Techniques, be free from defects in material and workmanship for ninety (90) days from the date you acquired the Software.

THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY CONTROL TECHNIQUES. CONTROL TECHNIQUES MAKES NO OTHER EXPRESS WARRANTY.
If any modifications are made to the Software or the media containing it by you or any third party during the warranty period or if the media is subjected to accident or any abuse, or improper use by you or any third party or any defect in the media is due to any fault in other goods or equipment, abnormal conditions of use or maintenance, repair or use which is not in accordance with Control Techniques instructions or procedures; or if you violate the terms of this agreement, then this warranty shall immediately and automatically terminate. In addition this warranty shall not apply if the Software is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the Software was designed to be used as described in the Software or accompanying documentation. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.  

3. SCOPE OF GRANT.

You may:
* use the Software on any single computer;
* use the Software on a network provided that each person accessing the Software through the network is licensed to use it by Control Techniques under a license specific to that person.
* make one copy of the Software solely for backup purposes. That copy and all intellectual property rights in it (except for the media on which the Software is contained) will automatically belong to Control Techniques. The copyright notice(s) appearing on the Software or any label fixed to it must be reproduced and included on the back up copy and a label fixed to the copy.

You may not:
* cause or permit any third party to use the Software except on a network as permitted above;
* modify, translate, reverse engineer, de-compile or disassemble the Software (except to the extent that applicable laws specifically prohibit such restriction), or create derivative works based on the Software;
* copy the Software other than as specified above;
* sub-license, lease, grant a security interest in, or otherwise transfer or deal with all or any of your  rights and/or obligations under this agreement or;
* cause or permit the removal or obliteration or any other interference with any proprietary notices or labels on the Software.

4. TITLE.

Title, ownership rights, and all intellectual property rights in the Software shall remain in Control Techniques and/or its suppliers as the case may be. The Software is protected by copyright laws and treaties. Title and related rights in the content accessed through the Software is the property of the applicable content owner and may be protected by law. The licence contained herein gives you no rights over such content.

5. TERMINATION.

The licence contained herein will terminate automatically if you fail to comply with any of the terms and conditions contained herein. On termination, you must destroy all copies of the Software in your possession or under your control.

6. EXCLUSION AND LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES SHALL CONTROL TECHNIQUES OR ITS SUPPLIERS OR RESELLERS BE LIABLE BE LIABLE WHETHER IN CONTRACT OR IN TORT (INCLUDING WITHOUT LIMINITATION NEGLIGENCE) OR OTHERWISE, TO YOU OR ANY ONE ELSE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSS, LIABILITY OR DAMAGE OF ANY CHARACTER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFIT OR GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, MALFUNCTION, LOSS OF OR INCORRECT DATA OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES) ARISING HOWSOEVER FROM OR IN CONNECTION WITH THE SUPPLY OF OR USE OF THE SOFTWARE. WITHOUT PREJUDICE TO THE FOREGOING PROVISIONS OF THIS CLAUSE; THE AGGREGATE LIABILITY OF CONTROL TECHNIQUES WHETHER ARISING IN CONTRACT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE HOWSOEVER FOR ANY LOSS, COST, DAMAGE, INJURY OR LIABILITY (WHETHER CONSEQUENTIAL INDIRECT OR OTHERWISE) RESULTING FROM OR IN CONNECTION WITH THE PROVISION OF OR USE BY YOU OF THE SOFTWARE SHALL NOT EXCEED [THE LEVEL OF INSURANCE COVER MAINTAINED BY CONTROL TECHNIQUES IN RESPECT OF THE SUPPLY OF THE SOFTWARE] [AN AMOUNT EQUAL TO THE SUM PAID TO CONTROL TECHNIQUES IN RESPECT TO THE SUPPLY OF THE PRODUCT TO ITS CUSTOMER]. EVEN IF CONTROL TECHNIQUES SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY CLAIM BY ANY OTHER PARTY.

THE LIMITATION ON AND EXCLUSIONS OF LIABILITY CONTAINED IN THIS AGREEMENT SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM THE NEGLIGENCE OR BREACH OF CONTRACT OR ANY OTHER DUTY OF CONTROL TECHNIQUES ITS SERVANTS OR AGENTS OVER WHICH CONTROL TECHNIQUES IS LIABLE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION OR EXCLUSIONS.

7. HIGH RISK ACTIVITIES.

The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Control Techniques and its suppliers specifically disclaim any express or implied warranty or condition of fitness for the purpose of any High Risk Activities.

MISCELLANEOUS.

This agreement represents the complete agreement concerning this licence and may only be amended in writing by both parties.

You hereby warrant to Control Techniques that in accepting the Software under this agreement you are not dealing as a consumer.

The various provisions of this agreement are severable and if any provision shall be held to be valid or unenforceable in whole or in part by any court of competent jurisdiction or any other competent authority such invalidity or unenforceable shall not affect the other provisions of this agreement or, as the case may, the remainder of the relevant provision.

This agreement shall be governed by and constructed in accordance with English law and each party agrees to submit to the non-exclusive jurisdiction of the English courts as regards any claim or matter arising under this agreement.
