END USER LICENCE AGREEMENT (EULA)
Version 3.0
IMPORTANT: Please read carefully the terms and conditions below before clicking on “I Accept” which will automatically commence the process of installing this software. Should you click on “I Accept”, and/or install and use this software you are committing yourself and the organisation that you work for (as an officer, employee, agent, consultant or otherwise) to these terms and conditions. Should you not agree to these terms and conditions, please do not click on “I Accept” and/or install and use this software and you will not be bound by the terms of this Agreement. Should you have any questions about these terms and conditions which you want answering before you click “I Accept”, please contact us on (+44) 01386 768050
This licence agreement (“Agreement”) is a legal and binding agreement between you (as an individual) and the organisation that you work for (as an officer, employee, agent, consultant or otherwise) (“you” and “your”) and Foster & Freeman Limited for the use of the Software and all associated components. By installing, copying, or otherwise using this Software, you agree to be bound by the Terms and Conditions laid out below.
Foster & Freeman Limited (“the Company”) is a private limited company registered under the laws of England and Wales with Company Registration Number 01403147 and with Registered Offices situated at Vale Park, Evesham, Worcestershire, WR11 1TD, United Kingdom.
This Agreement was updated with the current content on 16 January 2023.
You should print a copy of this EULA for future reference.
You will be assumed to have obtained permission from the owners of the laptop or PC or any handheld device (“the Devices”) that are controlled, and/or owned, by you and used to install or download or stream a copy of the Software onto the Devices. You and they may (a) be charged by the Company for fees in accordance with this Agreement and any Purchase Order or Invoice that is generated as a result thereof and (b) liable for any breaches of these terms and conditions as a result of your use. You accept responsibility in accordance with the terms of this EULA for the use of the Software or any Service on or in relation to any Device, whether or not it is owned by you.
The Company, its Software and this Agreement may contain links to other independent third-party websites (Third-Party Sites). Third-Party Sites are not under the Company’s control, and the Company is not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third-Party Sites, including the purchase and use of any products or services accessible through them.
BACKGROUND
The Company is the entire legal and beneficial owner and licensor of certain software products and listed in Schedule 1 and has obtained all necessary legal rights to licence any additional third party software listed in Part 1 of Annex A (“Third Party Software”) subject to the terms of such licence agreements (“the Software”). By accepting these terms, you agree to abide by and comply with all terms and conditions of the Company and Third Party Software providers. In relation to individual Software products or licenses, there are additional terms and conditions unique to those products contained in Schedule 2 which apply if you have purchased or are using products containing that individual piece of Software or licence.
The Software contains Proprietary Information that is owned or supplied under licence by the Company. Although you may own any media on which the Software is transferred for the purpose of delivery of the Software, you do not become the owner of, and the Company retains, the title to the Software and all Proprietary Information related thereto, including Third Parties from whom the Company has obtained licensing rights. All rights not specifically granted in this Agreement, including International Copyrights, are reserved.
If any open-source software, software development kits (“SDK’s”) or similar are included in the Software, any licence or any service, the terms of an open-source licence attaching to such software of SDK’s may override some of the terms of this EULA.
The Company is willing to grant a license to you to use these products subject to these terms and conditions.
INTERPRETATION
The definitions and rules of interpretation in this clause apply in this EULA.
Acceptance Date: the date on which you (or any officer in the organisation in which you provide your services and on your behalf) clicks on “I Accept” in order to install these terms and conditions. You are deemed to have accepted the Software and these terms and conditions on this date.
Affiliate: includes, in relation to either party, each and any subsidiary or holding company of that party and each and any subsidiary of a holding company of that party or any business entity from time to time controlling, controlled by, or under common control with, either party.
Control: a business entity shall be deemed to “control” another business entity if it owns, directly or indirectly, in excess of 50% of the outstanding voting securities or capital stock of such business entity, or any other comparable equity or ownership interest with respect to a business entity other than a corporation.
Fee: the licence fee payable by you (or the organisation in which you provide your services) to the Company as advised from time to time.
Holding Company and Subsidiary: a “holding company” and “subsidiary” as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in sub sections 1159(1)(a) and (c) to voting rights are to the members’ rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
Invoice: the invoice in the Company’s usual form which details the fees for the sale and supply of the Software (and any hardware which may accompany the Software).
Maintenance Agreement: the form of maintenance agreement for the Software as attached to this licence (if applicable)
Maintenance Release: release of the Software that addresses any faults or other performance issues or otherwise amends the Software, but which does not constitute a New Version.
New Version: any new version of the Software which from time to time is publicly marketed and offered for purchase by the Company in the course of its normal business, being a version which contains such material differences from the previous versions as to be generally accepted in the marketplace as constituting a new product.
Non-Commercial Purpose: only those purposes set out in Part 3 of Annex A, and excludes commercial exploitation of any product or prototype product incorporating, using or based upon any Software or any part(s) of the Software without prior specific agreement of the Company;
Open-Source Software: open-source software as defined by the Open Source Initiative (http://opensource.org) or the Free Software Foundation (http://www.fsf.org).
Product: any item of equipment or item of goods upon which the Software is installed as part of the manufacturing or delivery process, which, for the avoidance of any doubt, includes any cloud based or internet based application downloaded to a device.
Purchase Order: the purchase order in the Company’s usual form which details the commercial terms upon which the Software is to be licensed.
Site: the premises from which you carry out your normal day to day business as notified to the Company in writing from time to time.
Software: the computer programs listed in Schedule 1 and any Maintenance Release which is acquired by you during the subsistence of this licence.
Source Code Materials: the source code of the Software, and all technical information and documentation required and necessary to enable you operate the Software.
Specification: the document detailing the specification of the Software, available on request.
Third-Party Additional Terms: the additional terms and conditions set out in Part 2 of Annex A relating to Third-Party Software.
Third-Party Software: the third-party software identified in Part 1 of Annex A.
Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
Unless the context otherwise requires:
(a) words in the singular shall include the plural and, in the plural, shall include the singular;
(b) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
(c) a reference to one gender shall include a reference to the other genders; and
(d) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
In the case of conflict or ambiguity between any provision contained in the body of this Agreement and any provision contained in the schedules or appendices, the provision in the body of this Agreement shall take precedence.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.
The Schedules and Annexes form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules and Annexes.
DELIVERY, ACCEPTANCE AND INSTALLATION
The Company shall make available (and/or if expressly stated in any purchase order, quote or similar, deliver and/or install on your equipment) one copy of the Software electronically through a download onto your chosen device(s) (or, if expressly stated in any purchase order, quote or similar, on disk or on DVD-ROM, CD-ROM, Memory Stick etc. to the organisation in which you provide your services at the Site. Risk in any tangible media on which the Software is delivered shall pass on delivery.
LICENCE
In consideration of the Fee paid by you (or the organisation in which you provide your services) to the Company (which may form part of the overall price of any Product purchased by you from the Company or may be an additional one off or recurring charge separate and distinct to the purchase price of any Product), receipt of which the Company hereby acknowledges, the Company grants to you a non-exclusive licence. This licence shall either be for a term of years as outlined in any Purchase Order or for the full period of the copyright in the Software commencing on and including the Acceptance Date to use the Software.
In relation to scope of use:
a) use of the Software shall be restricted to use of the Software in object code form for the purpose of processing your data for your normal business purposes (which shall not include allowing the use of the Software by, or for the benefit of, any person other than you).
(b) “use of the Software” means loading the Software into temporary memory or permanent storage on the relevant device, provided that installation on a network server for distribution to other computers is not “use” if the Software is licensed under this licence for use on each device to which the Software is distributed.
(c) you may not use the Software other than as specified in this Agreement without the prior written consent of the Company, and you acknowledge that additional fees may be payable (by the organisation in which you provide your services) on any change of use approved by the Company.
(d) you may not duplicate, reproduce or otherwise transfer the Software or any part of the Software for any purpose not expressly permitted by this Agreement, without the express prior consent in writing from the Company for any other purpose whatsoever except for one copy retained for backup purposes.
(e) you may not rent, lease, loan, sell, distribute or otherwise part with the Software in any manner in whole or part except where you have prior written authorisation from the Company.
(f) you may not attempt in any way to access, explore, use, engineer, reverse engineer, decompile, disassemble, modify or adapt the Software or any part(s) of the Software with a view to creating software similar to the Software or such that the software would perform a substantially similar function to the Software.
Except as expressly stated in this Agreement, you have no right (and shall not permit the organisation in which you provide your services or any third party) to copy, adapt, translate, reverse engineer, decompile, disassemble, modify, create derivative works based on the Software in whole or part, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by you, unless the Company is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and you shall request the Company to carry out such action or to provide such information (and you shall procure that the organisation in which you provide your services shall meet the Company’s reasonable costs in providing that information) before undertaking any such reduction.
You must not (and you shall procure that the organisation in which you provide your services shall not):
(a) use the Software or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Software, any Service or any operating system;
(b) infringe the Company’s Intellectual Property Rights or those of any Third Party in relation to your use of the Software or any Service, including the submission of any material (to the extent that such use is not licensed by this EULA);
(c) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Software or any Service;
(d) use the Software or any Service in a way that could damage, disable, overburden, impair or compromise the Company’s systems or security or interfere with other users; and
(e) collect or harvest any information or data from any Software or Service or the Company’s systems or attempt to decipher any transmissions to or from any servers running any Software or Service.
You undertake to adopt any security measures needed to protect the Company’s copyright in the Software and its use by unauthorised and/or non-licensed users, including any User password, encryption or other reasonable measures.
The Third-Party Software shall be deemed to be incorporated within the Software for the purposes of this Agreement (except where expressly provided to the contrary) and use of the Third-Party Software shall be subject to the Third-Party Additional Terms.
You shall (and you shall procure that the organisation in which you provide your services shall) indemnify and hold the Company harmless against any loss or damage which it may suffer or incur as a result of your breach of any Third-Party Additional Terms howsoever arising.
The Company reserves the right to treat your breach of any Third-Party Additional Terms as a breach of this Agreement.
You may not use any such information provided by the Company or obtained by you during any such reduction permitted under this Agreement 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.
You shall not (and you shall procure that the organisation in which you provide your services shall not):
(a) sub-license, assign or novate the benefit or burden of this licence in whole or in part;
(b) allow the Software to become the subject of any charge, lien or encumbrance; and
(c) deal in any other manner with any or all of its rights and obligations under this agreement, without the prior written consent of the Company.
The Company may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to you.
Both you and the Company separately confirm to each other that it is acting on its own behalf and not for the benefit of any other person.
Notwithstanding any other provisions of this Agreement, a party assigning any or all of its rights under this Agreement may disclose to a proposed assignee any information in its possession that relates to this Agreement or its subject matter, the negotiations relating to it and the other party which is reasonably necessary to disclose for the purposes of the proposed assignment, provided that no disclosure pursuant to this clause shall be made until notice of the identity of the proposed assignee has been given to the other party.
You shall (and you shall procure that the organisation in which you provide your services shall):
(a) ensure that the number of persons using the Software does not exceed that stated in any Purchase Order for the Product and/or Software;
(b) ensure that the Software is installed on designated devices only;
(c) keep a complete and accurate record of your copying (if applicable) and disclosure of the Software and its users, and produce such record to the Company on request from time to time;
(d) notify the Company as soon as it becomes aware of any unauthorised use of the Software by any person;
(e) pay, for broadening the scope of the licences granted under this licence to cover the unauthorised use, an amount equal to the fees which the Company would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced, together with interest at the rate provided for in this Agreement from such date to the date of payment.
You shall (and you shall procure that the organisation in which you provide your services shall) permit the Company to inspect and have access to any premises (and to the devices located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that you are complying with the terms of this licence, provided that the Company provides reasonable advance notice to you of such inspections, which shall take place at reasonable times.
In the event of that either yourself or the organisation in which you provide your services or any other employees or affiliates are approached by any person or organisation, whether government, commercial or academic, which wants to open negotiations for the use of the Software or any copies or extracts thereof, you shall refer the organisation or person directly to the Company.
INDEMNITY
You shall (and you shall procure that the organisation in which you provide your services shall) indemnify and keep indemnified the Company and its Affiliates from and against all liabilities, costs (including legal fees), claims, damages actions or demands alleging, caused, suffered or incurred by the Company directly or indirectly as a result of or in connection with your use or misuse of the Software or your breach of any provision of this Agreement by you.
MAINTENANCE RELEASES
During the currency of any licence for the Software, the Company will provide you (and/or the organisation in which you provide your services) with access to all Maintenance Releases generally made available to its customers. The Company warrants that no Maintenance Release will adversely affect the then existing facilities or functions of the Software.
You acknowledge that it is your obligation to regularly undertake assessments as to whether the Software is the most recent available version in circulation and contains all and any Maintenance Releases and install and/or accept the updates to all Maintenance Releases as soon as reasonably practicable.
If any copy of the Software is an upgrade from an earlier version, it is provided to you on a licence exchange basis. You agree by your installation and use of the copy of the Software to voluntarily terminate any previous Agreement or any written or oral exchange or any other communication pertaining to the object of this Agreement and that you will not continue to use the earlier version of the Software nor transfer it to another user. Furthermore, if you are asked to accept a licence agreement in respect of either Software or Maintenance Release which pre-dates the date at the outset of this agreement, you shall immediately bring this to the attention of the Company.
From time to time, updates to the Software may be issued by the Company. Depending on the update, you may not be able to use the Software until you have downloaded or installed the latest version of the Software and accepted any new terms.
FEES
You shall (and you shall procure that the organisation in which you provide your services shall) pay to the Company (if required by the Company) licence fees in the amounts stated in the Purchase Order or Invoice from the Company and in accordance with the payment terms contained in such Purchase Orders or Invoices.
All sums payable in respect of licence fees may be liable to local or state taxes, for which you (or the organisation in which you provide your services) may be responsible.
If you (or (the organisation in which you provide your services) fails to make any payment due to the Company under this Agreement, the Purchase Order or the Invoice by the due date for payment, then, without limiting the Company’s remedies the remainder of this Agreement you (or the organisation in which you provide your services) shall pay interest on the overdue amount at the rate of 4% per annum above Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You (or the organisation in which you provide your services shall) pay the interest together with the overdue amount.
CONFIDENTIALITY AND PUBLICITY
During the term of this Agreement and thereafter, both you and the Company shall keep confidential all, and shall not use for its own purposes (other than implementation of this licence) nor without the prior written consent of the other, disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
DATA PROTECTION AND EXPORT
The Company may obtain personal data (as defined in the Data Protection Act 2018) from you which is required in order to (a) deliver the Software, (b) ensure its use is limited to authorised licensees, (c) monitor the use of the Software and (d) register, investigate and respond to any issues raised by you in connection with your use of the Software.
The Company shall comply with the provisions of the Data Protection Act 2018 in relation to all and any personal data collected from you any for which the Company is classed as the Data Controller.
Neither party shall export, directly or indirectly, any technical or personal data (as defined in the Data Protection Act 2018) acquired from the other party under this agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (Export Control Laws), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.
Each party undertakes:
(a) contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and
(b) if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.
COMPANY’S WARRANTIES
The Company warrants that the Software will conform in all material respects to the Specification for a period of 90 days from the date of this licence (Warranty Period). If, within the Warranty Period, you notify the Company in writing of any defect or fault in the Software in consequence of which it fails to conform in all material respects to the Specification, and such defect or fault does not result from you, or anyone acting with the authority of you, having amended the Software or used it outside the terms of this licence for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by the Company, or it has not been loaded onto Company-specified or suitably configured equipment, the Company shall, at the Company’s option, do one of the following:
(a) repair the Software;
(b) replace the Software; or
(c) terminate this licence immediately by notice in writing to you and refund any of the Fee paid by you (or the organisation in which you provide your services) as at the date of termination (less a reasonable sum in respect of your use of the Software to the date of termination) on return of the Software (or the Product) and all copies thereof, provided you provide all the information that may be necessary to assist the Company in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable the Company to re-create the defect or fault.
The Company does not warrant that the use of the Software will be uninterrupted or error-free.
You (and the organisation in which you provide your services) accept responsibility for the selection of the Software to achieve its intended results and acknowledge that the Software has not been developed to meet the individual requirements of yourself or the organisation in which you provide your services.
You acknowledge that any Open-Source Software provided by the Company is provided “as is” and expressly subject to the disclaimer in this Agreement.
All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
LIMITS OF LIABILITY
Except as expressly stated in this Agreement:
(a) the Company shall not in any circumstances have any liability for any losses or damages which may be suffered by you (or the organisation in which you provide your services), 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:
(i) special damage even if the Company was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of business;
(iv) loss of anticipated savings;
(v) loss of business opportunity;
(vi) loss of goodwill;
(vii) loss or corruption of data, provided that this limitation shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of categories (i) to (vii) inclusive:
(b) the total liability of the Company, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
(c) you agree that, in entering into this Agreement, either you did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this licence or (if you did rely on any representations, whether written or oral, not expressly set out in this licence) that you shall have no remedy in respect of such representations and (in either case) the Company shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.
The exclusions in the above clauses shall apply to the fullest extent permissible at law, but the Company does not exclude liability for:
(a) death or personal injury caused by the negligence of the Company, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) 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
(d) any other liability which may not be excluded by law.
All dates supplied by the Company for the delivery/release of the Software shall be treated as approximate only. The Company shall not in any circumstances be liable for any loss or damage arising from any delay in delivery/release beyond such approximate dates.
All references to “the Company” in this limitation of liability section of the Agreement shall, be treated as including all employees, subcontractors and suppliers of the Company and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this section of the Agreement.
INTELLECTUAL PROPERTY RIGHTS
You acknowledge (and you shall procure that the organisation in which you provide your services acknowledges) that all Intellectual Property Rights in the Software and any Maintenance Releases belong and shall belong to the Company or the relevant third-party owners (as the case may be), and you shall have no rights in or to the Software other than the right to use it in accordance with the terms of this Agreement.
The Company undertakes at its own expense to defend you (and the organisation in which you provide your services) or, at its option, settle any claim or action brought against you (or the organisation in which you provide your services) alleging that the possession or use of the Software (or any part thereof) in accordance with the terms of this Agreement infringes the UK Intellectual Property Rights of a third party (Claim) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against you as a result of or in connection with any such Claim. For the avoidance of doubt, this protection shall not apply where the Claim in question is attributable to possession or use of the Software (or any part thereof) by you (or the organisation in which you provide your services) other than strictly in accordance with the terms of this Agreement, use of the Software in combination with any hardware or software not supplied or specified by the Company if the infringement would have been avoided by the use of the Software not so combined, or use of a non-current release of the Software.
If any third party makes a Claim, or notifies an intention to make a Claim against you (or the organisation in which you provide your services), the Company’s obligations under the above protection are conditional on you (and the organisation in which you provide your services):
(a) as soon as reasonably practicable, giving written notice of the Claim to the Company, specifying the nature of the Claim in reasonable detail;
(b) not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Company (such consent not to be unreasonably conditioned, withheld or delayed);
(c) giving the Company and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within its power or control, so as to enable the Company and its professional advisers to examine them and to take copies (at the Company’s expense) for the purpose of assessing the Claim; and
(d) subject to the Company providing security to your reasonable satisfaction (or the reasonable satisfaction of the organisation in which you provide your services) against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as the Company may reasonably request to avoid, dispute, compromise or defend the Claim.
If any Claim is made, or in the Company’s reasonable opinion is likely to be made, against you (or the organisation in which you provide your services), the Company may at its sole option and expense:
(a) procure for you the right to continue to use the Software (or any part thereof) in accordance with the terms of this licence;
(b) modify the Software so that it ceases to be infringing;
(c) replace the Software with non-infringing software; or
(d) terminate this licence immediately by notice in writing to you (the organisation in which you provide your services) and refund any of the Fee paid as at the date of termination (less a reasonable sum in respect of your use of the Software to the date of termination) on return of the Software and all copies thereof, provided that if the Company modifies or replaces the Software, the modified or replacement Software must comply with the warranties contained in this Agreement and you shall (and the organisation in which you provide your services shall) have the same rights in respect thereof as would have been had under those clauses had the references to the date of this licence been references to the date on which such modification or replacement was made.
The protections under this clause shall not apply to the extent that any claim or action referred to in that clause arises directly or indirectly through the possession or use of any Third-Party Software or through the breach of any Third-Party Additional Terms by you or the organisation in which you provide your services.
This section of the Agreement constitutes the exclusive remedy and the Company’s only liability in respect of Claims and, for the avoidance of doubt, is subject to the limitation of liability section of this Agreement.
DURATION AND TERMINATION
Without affecting any other right or remedy available to the Company, it may terminate this Agreement with immediate effect by giving written notice to you (or the organisation in which you provide your services) if:
(a) you (or the organisation in which you provide your services) commit a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) you fail to remedy that breach within a period of 15 days after being notified in writing to do so;
(b) you (or the organisation in which you provide your services) fail to pay any amount due under this Agreement, any Purchase Order, Invoice or similar instructions for payment on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
(c) the organisation in which you provide your services suspends, or threatens to suspend, payment of its debts or are unable to pay its debts as they fall due or admit inability to pay its debts or are deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(d) the organisation in which you provide your services commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or a solvent reconstruction;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the organisation in which you provide your services other than for the sole purpose of a scheme for its solvent amalgamation with one or more other companies or its solvent reconstruction;
(f) 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 the organisation in which you provide your services;
(g) the holder of a qualifying floating charge over the assets of the organisation in which you provide your services has become entitled to appoint or has appointed an administrative receiver over its assets or a receiver is appointed over its assets;
(h) a creditor or encumbrancer of you 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 the assets of the organisation in which you provide your services and such attachment or process is not discharged within 14 days;
(i) any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in sections (c) to (h) above;
(j) the organisation in which you provide your services suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(l) there is a change of control of the organisation in which you provide your services (within the meaning of section 1124 of the Corporation Tax Act 2010).
Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
On termination for any reason:
(a) all rights granted to you and the organisation in which you provide your services under this licence shall cease;
(b) you and the organisation in which you provide your services shall cease all activities authorised by this licence;
(c) you (or the organisation in which you provide your services) shall immediately pay to the Company any sums due to the Company under this licence; and
(d) you shall (and you shall procures that the organisation in which you provide your services shall) immediately destroy delete or remove the Software from all equipment in its possession or return to the Company (at the Company’s option) all copies of the Software then in its possession, custody or control and, in the case of destruction, certify to the Company that it has done so.
Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.
WAIVER
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
REMEDIES
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
ENTIRE AGREEMENT
This Agreement, the schedules and the documents annexed as appendices to this licence or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
Each party acknowledges that, in entering into this Agreement and the documents referred to in it or annexed to it, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this licence or not) (Representation) other than as expressly set out in this licence or those documents.
Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in this licence.
Nothing in this clause shall limit or exclude any liability for fraud.
VARIATION
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
SEVERANCE
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or partprovision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
THIRD-PARTY RIGHTS
A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
It is agreed that it is intended to confer a benefit on the Company and its Affiliates by making the exclusions and limitations of liability available to them in accordance with this licence, provided that the rights of such Affiliates under this licence shall only be enforceable by you (and/or the organisation in which you provide your services) on their behalf. The Company will owe no duty to them to enforce such rights and it may conduct or compromise any relevant proceedings as it sees fit.
The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any person that is not a party to this Agreement.
NO PARTNERSHIP OR AGENCY
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.
FORCE MAJEURE
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this agreement by giving 20 working days’ written notice to the affected party.
NOTICES
Any notice given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
Any notice shall be deemed to have been received if delivered by hand, on signature of a delivery receipt or if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, “writing” shall not include e-mail.
GOVERNING LAW AND JURISDICTION
This Agreement 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.
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 agreement or its subject matter or formation (including non-contractual disputes or claims).
SCHEDULE 1 – THE SUPPLIER’S SOFTWARE
VSC suite
VSC iSoftware
DCS
FORAM3
FORAM x3
ffTA microspectrometer
FF3D
GRIM
Crime-lite Imager
Crime-lite Cam
Crime-lite Tester
Crime-Lite App
Crime-lite 8×4 Standalone
FLS Standalone
QC1
ePC
PD2000/PDi+
Standalone Document Database Viewer
Standalone Currency
Database Viewer
VSC80i
QC1+
MLD
ML Pro
CL Auto
AARI
Recover LFT
PVL
MVC FFLEX
Discover
Light Tester
ATR Standalone
MVC
SCHEDULE 2 – ADDITIONAL TERMS AND CONDITIONS UNIQUE TO CERTAIN SOFTWARE
DCS® Software
Foster & Freeman Limited, who are the owners and proprietors of copyright and all other ownership rights over DCS®, agree to grant a licence to the User on the following additional terms and conditions to that of its General Software EULA:
The following phrases shall throughout this agreement have the following meaning:
DCS®: refers to the integrated set of software image capture and enhancement tools, including the operating instruction and user manual, developed by and for the Company;
User: is a law-enforcement agency, a forensic establishment, an educational institution or an individual wishing to make use of DCS® for non-commercial purposes;
Non-Commercial Purposes: only those purposes associated with lawenforcement, and excludes commercial exploitation of any product or prototype product incorporating, using or based upon DCS® or any part(s) of DCS® without prior specific agreement of the Company;
In consideration of continued observance by the User of all the terms and conditions contained in this Agreement, the Company agrees to pass DCS® to the User and grant to the User a non-exclusive licence to use DCS® exclusively for Non-Commercial Purposes as defined above.
This Agreement allows you to install and use DCS® on a single storage device, such as a computer or network server, and run DCS® on an internal network, provided the number of concurrent users does not exceed the number of copies of the Software purchased. A copy of the Software must be purchased for each such User.
If you report to the Company any discovered errors, inconsistencies or suggested corrections or improvements to DCS®, the Company
undertakes:
a) to maintain these comments in confidence and to use them only for the purposes of improving, modifying and/or maintaining DCS®;
b) not to disclose the comments except in confidence to those of their employees or directors who need to know the same for the aforesaid purpose.
All reports, publications and presentations relating to the use of DCS® must quote the name of DCS® and its origin.
Upon termination of this Licence you are required to destroy and permanently delete the installation and all copies thereof and return any HASP key (dongle) to the Company.
Portions of this product were created by HiComponents (www.HiComponents.com) and by Binary Magic (www.binarymagics.com) for which copyright subsists with all rights reserved by the respective owners and proprietors.
FPX & SoleMate Software
Foster & Freeman Limited, who are the owners and proprietors of copyright and all other ownership rights over the FPX & SoleMate Software agree to grant a licence to the User on the following additional terms and conditions to that of its General Software EULA: This Licence governs your use of the FPX & SoleMate Software, the media on which it is supplied to you and any data and associated materials or media supplied with it, which shall include any new versions, revisions, updates and/or modifications to it provided to you, following payment of the appropriate fee to the Company, during the Update Term (as defined below) via the updating service (“Updating Service”). The FPX & SoleMate Software includes the updating service and the media on which the Company supplies updates to the User.
Licence
The Company hereby grants you, subject to the terms of this Licence, a non-transferable, non-exclusive licence to: (i) use the FPX & SoleMate Software by concurrent users consistent with and no greater than the number of licenses valid and existing at that time and for internal business purposes only and, (ii) not make a single copy of the FPX & SoleMate Software for back-up, archival, security or any other purposes whatsoever. The FPX & SoleMate Software is licensed on a per concurrent user basis.
Prohibited Uses
In addition to the restrictions imposed by virtue of the Company’s General Software EULA, you may not: (i) access the FPX & SoleMate Software other than with the Software provided under this Licence; or (ii) use or permit access to the Software via any computer network or allow unauthorised concurrent use by more than one User.
Updates and revisions to the Software
You undertake to immediately, on receipt, apply any; (i) new versions, updates or upgrades to the FPX & SoleMate Software which are made available from time to time by the Company, and /or (ii) requests from the Company to delete or remove any part of the FPX & SoleMate Software.
Intellectual Property Rights
In addition to the rights reserved by virtue of the Company’s General Software EULA, the FPX & SoleMate Software is protected by copyright, database and other intellectual property laws, and all intellectual property rights (IPR) in them belong to the Company, or are licensed to it. Other than as permitted in this Licence you have no rights in, or to, the Software. The integrity of this Software is protected by technical protection measures (TPM) so that the IPR in the FPX & SoleMate Software are not misappropriated. You must not attempt, or allow any other person, in any way to remove or circumvent any such TPM. You agree to maintain adequate security measures to safeguard the FPX & SoleMate Software from theft or access by any person other than those permitted in this agreement and ensure that all persons allowed access to the FPX & SoleMate Software comply with the terms and conditions of this Licence.
Third Party Software
Where licences for Third Party products are required for your use of the FPX & SoleMate Software you will be responsible for entering into and complying with the terms of those licences. The Company will have no responsibility in relation to your use of any Third Party Products, or in any way for their performance, features or failures.
Warranty
Subject to the limitations and exclusions of liability imposed by virtue of the Company’s General Software EULA, the Company warrants; (i) that the medium on which the FPX & SoleMate Software is supplied to you will be free from defects under normal use; and (ii) that the FPX & SoleMate Software will, when properly used on the recommended hardware configuration, perform substantially in accordance with the functions described in the documentation provided with it. The warranty period is 60 days from the date of delivery to you. The warranty above is void if the failure of the FPX & SoleMate Software is the result of; (i) any modification, variation, or addition (not performed by the Company); (ii) or caused by accident, abuse, corruption or incorrect use of the FPX & SoleMate Software, including use of the FPX & SoleMate Software with equipment or other software which is incompatible (iii) by your failure to comply with the terms of use. If the FPX & SoleMate Software does not perform according to the above warranty, your sole and exclusive remedy will be for the Company to either, at its sole discretion, replace the FPX & SoleMate Software or refund the licence fee paid for the FPX & SoleMate Software.
Third Party Content
Elements of the FPX & SoleMate Software contains Third Party Content and Data. Third Party Content is provided on an “as is” basis and to the fullest extent permitted by law, the Company excludes liabilities for all warranties expressed or implied, including any warranties of accuracy, completeness, quality, merchantability, non-infringement of third party rights, fitness for a particular purpose, or ability to achieve a particular result.
Where provided, you may merge the Third Party Content into another data set provided that any portion of the modified or merged Third Party Content will continue to be subject to the terms and conditions of this Licence and any Third Party consent.
The Company will not be liable for any direct, indirect, incidental or consequential loss or damage arising from the use by you or the performance of Third Party Content.
Updating Service
Subject to your payment of the appropriate fees, the Company will supply you with its Updating Service for the FPX & SoleMate Software. The Updating Service will include the supply to you from time to time (during the term you have paid for the Updating Service (the “Update Term”)), of revisions and updates to the FPX & SoleMate Software (the “Software Updates”). At the end of the Update Term, the Company may extend the Updating Service for additional terms on agreement with you and all terms and conditions of this Licence will apply during such renewal periods. If you do not renew the Updating Service for an additional Update Term, you may continue to use the FPX & SoleMate Software and any Third Party Content without any additional fee, entirely at your own risk, but will have no further right to receive technical support or Software Updates. Software Updates are installed by you entirely at your own risk and, subject to the terms and conditions of this Licence, the Company does not assume any responsibility for them, their performance, failures, or your use of them. The availability of Software Updates are subject to change without notice and the Company reserves the right to refuse, suspend or terminate the Updating Service at any time in its sole and absolute discretion. During any default in payment by you in relation to the Update Service or this Licence, the Company may withhold its delivery of Software Updates to you.
Document Database Systems incorporating the Database(s) provided by Keesing
Foster & Freeman Limited, who are the owners and proprietors of copyright and all other ownership rights over the Document Database Systems however these may incorporate the database(s) provided by Keesing. The Company therefore agrees to grant a licence to you on the following additional terms and conditions to that of its General Software EULA. This Licence governs your use of the Document Database Systems however that incorporate the database(s) provided by Keesing, the media on which it is supplied to you and any data and associated materials or media supplied with it, which shall include any new versions, revisions, updates and/or modifications to it provided to you, following payment of the appropriate fee to the Company, during the Update Term (as defined below) via the updating service (“Updating Service”). The Document Database System Software includes the updating service and the media on which the Company supplies updates to the User.
Licence
The Company hereby grants you, subject to the terms of this Licence, a non-transferable, non-exclusive licence to: (i) install and use the Document Database Systems incorporating the database(s) provided by Keesing on a single computer for internal business purposes only and, (ii) make a single copy of the Document Database Systems incorporating the database(s) provided by Keesing for back-up, archival or security purposes provided that you use this copy only when the original is not in use. The Document Database Systems Software is licensed on a per copy, per device basis.
Prohibited Uses
In addition to the restrictions imposed by virtue of the Company’s General Software EULA, you may not: (i) access the Document Database Systems Software incorporating the database(s) provided by Keesing other than with the Software provided under this Licence; or (ii) use or permit access to the Software via any computer network or allow unauthorised concurrent use by more than one User.
Updates and revisions to the Software
You undertake to immediately, on receipt, apply any; (i) new versions, updates or upgrades to the Document Database Systems Software which are made available from time to time by the Company, and /or (ii) requests from the Company to delete or remove any part of the Document Database Systems Software.
Intellectual Property Rights
In addition to the rights reserved by virtue of the Company’s General Software EULA, the Document Database Systems Software is protected by copyright, database and other intellectual property laws, and all intellectual property rights (IPR) in them belong to the Company, or are licensed to it. Other than as permitted in this Licence you have no rights in, or to, the Software. The integrity of this Software is protected by technical protection measures (TPM) so that the IPR in the Software are not misappropriated. You must not attempt, or allow any other person, in any way to remove or circumvent any such TPM. You agree to maintain adequate security measures to safeguard the Software from theft or access by any person other than those permitted in this agreement and ensure that all persons allowed access to the Software comply with the terms and conditions of this Licence.
Third Party Software
Where licences for Third Party products are required for your use of the Document Database Systems Software you will be responsible for entering into and complying with the terms of those licences. The Company will have no responsibility in relation to your use of any Third Party Products, or in any way for their performance, features or failures.
Warranty
Subject to the limitations and exclusions of liability imposed by virtue of the Company’s General Software EULA, the Company warrants; (i) that the medium on which the Document Database Systems Software is supplied to you will be free from defects under normal use; and (ii) that the Document Database Systems Software will, when properly used on the recommended hardware configuration, perform substantially in accordance with the functions described in the documentation provided with it. The warranty period is 90 days from the date of delivery to you.
The warranty above is void if the failure of the Document Database Systems Software is the result of; (i) any modification, variation, or addition (not performed by the Company); (ii) or caused by accident, abuse, corruption or incorrect use of the Document Database Systems Software, including use of the Document Database Systems Software with equipment or other software which is incompatible (iii) by your failure to comply with the terms of use. If the Document Database Systems Software does not perform according to the above warranty, your sole and exclusive remedy will be for the Company to either, at its sole discretion, replace the Document Database Systems Software or refund the licence fee paid for the Document Database Systems Software.
Third Party Content (Keesing Reference Systems Database)
You expressly acknowledge that elements of the Document Database Systems Software may contain Third Party Content and Data. Third Party Content is provided on an “as is” basis and to the fullest extent permitted by law, the Company excludes liabilities for all warranties express or implied, including any warranties of accuracy, completeness, quality, merchantability, non-infringement of third party rights, fitness for a particular purpose, or ability to achieve a particular result. Where provided, you may merge the Third Party Content into another data set provided that any portion of the modified or merged Third Party Content will continue to be subject to the terms and conditions of this Licence and any Third Party consent. The Company will not be liable for any direct, indirect, incidental or consequential loss or damage arising from the use by you or the performance of Third Party Content.
Updating Service
Subject to your payment of the appropriate fees, the Company will supply you with its Updating Service for the Document Database Systems Software. The Updating Service will include the supply to you from time to time (during the term you have paid for the Updating Service (the “Update Term”)), of revisions and updates to the Document Database Systems Software and the Keesing Reference Systems Database (the “Software Updates”). At the end of the Update Term, the Company may extend the Updating Service for additional terms on agreement with you and all terms and conditions of this Licence will apply during such renewal periods. If you do not renew the Updating Service for an additional Update Term, you may continue to use the Document Database Systems Software and any Third Party Content without any additional fee, entirely at your own risk, but will have no further right to receive technical support or Software Updates. Software Updates are installed by you entirely at your own risk and, subject to the terms and conditions of this Licence, the Company does not assume any responsibility for them, their performance, failures, or your use of them.
The availability of Software Updates are subject to change without notice and the Company reserves the right to refuse, suspend or terminate the Updating Service at any time in its sole and absolute discretion. During any default in payment by you in relation to the Update Service or this Licence, the Company may withhold its delivery of Software Updates to you.
ANNEX A – PART ONE – THIRD PARTY SOFTWARE
- Adobe Systems Incorporated – Adobe Reader and Runtime Software
- Graphic Security Systems Corporation – GSSC Technology Software
- DTK Software – DTKSOFT Software
- Future Technology Devices International Limited – FTDI FTD2XX_Net.dll Software
- Hamamatsu Photonics – MCD Head Products and Amplified Board Products Software
- Math.NET – Numerics Software
- Meta Numerics – Software Licence
- Transym Computer Services Limited – Optical Character Recognition Reseller Pack Software
- Jura Trade Kft – LetterScreen++SDK Software
- GNU Lesser General Public Licence – GNU Software
- Unibrain S.A. – Product Software
- ImageEn by Xecute Software
- Binary Magic
- SDK C# Wrapper by Thomas Dideriksen
- Image-Pro Plus by Media Cybernetics
- Veridata Idem by Signum Technologies Ltd
- .net ZIP Library
- Extended WPF Toolkit
- QT (LGPL)
- LibTiff.net
- Aforge
- Accord
- Asprise OCR
- Luxand Face SDK
- Free Image
- Open CV
- Intel Performance Primitives
- Infragistics
- Dapper Apache Licence
- Migradoc MIT Licence
- PDFSharp MIT Licence
- SQLite Blessing Licence
- System.Data.Sqlite MS-Public Licence
- DotNetZip MS-Public Licence
- XnaFan Image Comparison Code Project Open Licence
- Lua MIT Licence
- NLua Licence
- SharpStitch
- CombineZP
- FreeImage
- ImageConverter
- MB MouseHelper
- ndTooltip
- ToolbarVStar
- Accuant Assure ID
- ATR Standalone
- LFIS Standalone
- ePC
- AB2D Zoom Panle
- Tachyon IQ
- Digicert
- Visioforge
- Matlab
- Resharper
- GSCR IPI Decoding
ANNEX A – PART TWO – THIRD PARTY SOFTWARE ADDITIONAL TERMS
(please contact the Company if you are unable to locate the online version of the terms and conditions of each third party supplier on their website)
- Adobe Systems Incorporated – Adobe Reader and Runtime Software – refer to website at http://labs.adobe.com
- Graphic Security Systems Corporation – GSSC Technology Software – refer to website at http://www.graphicsecurity.com/
- DTK Software – DTKSOFT Software Product – refer to website at http://www.dtksoft.com/
- Future Technology Devices International Limited – FTDI FTD2XX_Net.dll Software – refer to website at http://www.ftdichip.com/
- Hamamatsu Photonics – MCD Head Products and Amplified Board Products Software – refer to website at http://www.hamamatsu.com/
- Math.NET – Numerics Software – refer to website at http://numerics.mathdotnet.com/
- Meta Numerics – Software Licence – refer to website at http://www.metanumercis.codeplex.com
- Transym Computer Services Limited – Optical Character Recognition Reseller Pack Software – refer to website at http://www.transym.com
- Jura Trade Kft – LetterScreen++SDK Software – refer to website at http://www.juratrade.hu/
- GNU Lesser General Public Licence – GNU Software – refer to website at http://www.gnu.org and http://www.7-zip.org
- Unibrain S.A. – Product Software – refer to website at http://www.unibrain.com/
- Evolution2 (ImageEn for Dot.Net) by Xecute Software (http://www.xequte.com). Open source version 3.1.2.0
- ImageEn by Xecute Software (http://www.xequte.com).
- Binary Magic (www.binarymagics.com)
- SDK C# Wrapper (http://sourceforge.net) by Thomas Dideriksen
- Microsoft Public Licence (Ms-Pl) refer to http://www.microsoft.com
- Image-Pro Plus by Media Cybernetics (http://www.mediacy.com)
- Veridata Idem by Signum Technologies Ltd (http://www.signumtech.com)
- .net ZIP Library http://dotnetzip.codeplex.com/
- Extended WPF Toolkit http://wpftoolkit.codeplex.com/
- QT (LGPL) https://www1.qt.io
- LibTiff.net https://bitmiracle.github.io
- Aforge http://www.aforgenet.com/framework/license.html
- Accord http://accord-framework.net/license.html
- Asprise OCR https://asprise.com/royalty-free-library/c%23- sharp.net-ocr-barcode-reader-sdk-samples-docs.html
- Luxand Face SDK https://www.luxand.com
- Free Image http://freeimage.sourceforge.net
- Open CV https://opencv.org
- Intel Performance Primitives https://software.intel.com
- Infragistics https://www.infragistics.com
- Dapper Apache Licence http://www.apache.org
- Migradoc MIT Licence http://www.pdfsharp.net
- PDFSharp MIT Licence http://www.pdfsharp.net
- SQLite Blessing Licence https://sqlite.org
- System.Data.Sqlite MS-Public Licence https://system.data.sqlite.org
- DotNetZip MS-Public Licence https://archive.codeplex.com
- XnaFan Image Comparison Code Project Open Licence https://github.com
- TOCR www.transym.com
- Lua MIT Licence https://www.lua.org
- NLua Licence https://github.com
- SharpStitch http://www.imagingshop.com
- CombineZP http://alan-hadley.software.informer.com/
- Freeimage by Free Image http://freeimage.sourceforge.net
- ImageConverter by MainMedia Software http://www.mainmediasoft.com
- MB MouseHelper Control by Marco Bellinaso http://cuinl.tripod.com
- ndTooltip control by Neodeck Software https://neodeck-tooltip-control.soft32.com/
- TDxinputt.dll by 3Dcibbexion https://www.3dconnexion.co.uk
- ToolbarVstar by Seanau https://www.seanau.com
ANNEX A – PART THREE – NON-COMMERCIAL PURPOSES
Only those purposes associated with law-enforcement, and excludes commercial exploitation of any product or prototype product incorporating, using or based upon the Software or any part(s) of the Software without prior specific agreement of the Company.