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You should read carefully the following terms and conditions of the User Agreement in its entirety before either downloading, installing, integrating, evaluating or using the Sheriff software and/or components. Do not download, install, integrate, evaluate or use the software unless you agree to be bound by the definitions, terms and conditions of this Agreement.
An Agreement between Licensing Technologies Limited of Northway House, 1379 High Road, London N20 9LP, England (hereinafter referred to as "LTL") and the software user (hereinafter referred to as "the user").
Whereas LTL is a company based in the United Kingdom in the business of software development and related services and has designed and developed a suite of software applications, known as collectively as "Sheriff", used by software publishers and developers to restrict the unauthorised copying of software applications and the user wishes to make use of Sheriff for this purpose
Now it is hereby agreed as follows:
The term "Software" shall refer to the files supplied via electronic download or on diskette(s) or other media and/or to any and all copies, upgrades, modifications, versions, editions, functionally-equivalent derivatives, or any parts or portions thereof, including any electronic, on-line or printed documentation. The term "Software" includes the Sheriff Serial Number, Product ID and Secret Codes.
Unless stated otherwise the term "Sheriff" shall include all components of the suite of software programs known as the Sheriff Software Development Kit (The "Sheriff SDK") including, but not limited to, all files, code, libraries, executables and documentation.
"Install" means the action of loading the software onto a permanent storage device (such as a hard drive).
"Use" means to run the software by loading into such computer's temporary memory.
Grant of Licence
LTL hereby grants the user a non-transferable, nonexclusive license to use the software on the terms and conditions contained herein.
Term of Licence
This Licence is effective until terminated, either expressly or by implication, by the either LTL or the user.
Ownership of Software
LTL is the sole owner of the software and all rights not specifically granted in this licence are reserved by LTL.
The Users' Obligations
The user warrants that all information supplied to LTL concerning the identity, address and other details of the user shall be true and that any additional information that can be reasonably considered relevant to the terms of this Agreement shall be disclosed by the user to LTL, whether or not LTL has specifically requested such information.
Under this licence the user agrees to:
Under this licence the user may not:
The software may be installed and used on any computer that is owned or normally used by:
PROVIDED THAT where the user integrates Sheriff with a product (application, database etc.) belonging to the user's customer(s):
Sheriff Licence Administrator Application
Notwithstanding the terms of this Agreement, the Sheriff Licence Administrator application (SlsAdmin.exe) and its associated documentation may be freely distributed without any restriction whatsoever.
Applications Not Developed by LTL
LTL makes no proprietary claims of any kind, whether in copyright or otherwise, to any software applications developed by the user for either the user or any customer of the user.
Contractual Relations with the User's Customers
Any contractual arrangement that exists between the user and his/her customers shall not extend to LTL and the user hereby agrees to indemnify and hold LTL harmless against any claim, expense, loss, damage, or other liability, including (but without limitation to) legal fees, arising out of or connected with the customer's use of the Sheriff Licence Administrator, the Sheriff Licence Generator and/or their associated components.
Support of Software
For a period of 30 days following the date of this Agreement LTL shall provide the following support:
After the period of 30 days has elapsed LTL shall have no further support obligations of any kind under this Agreement and such support services as LTL supplies to the user shall be under the terms of the ancillary Sheriff Software Support & Maintenance Agreement, the terms of which shall be supplemental to the terms of this Agreement.
Any supplemental software code and/or documentation provided as part of the Support Services shall be considered part of the Software and subject to the terms and conditions of this Agreement. With respect to technical information provided to LTL as part of the Support Services, LTL may use such information for its business purposes, including product support and development.
Return of Software upon Termination.
At the end of the term of this licence or upon termination by either party the user shall either destroy or immediately return all copies of the software to LTL unless otherwise agreed.
Upgrades & Bug Fixes
After a period of 30 days has elapsed LTL is under no obligation to provide the user with upgrades to the software or to inform the user when upgrades are available otherwise than under the terms of the Sheriff Software Support and Maintenance Agreement.
The user accepts that the circumstances under which software products are deployed can vary widely and that it is impossible for LTL to envisage all of these circumstances. Situations may arise in the field in which defects in the software ('bugs') are uncovered. The user accepts that the only remedy is to inform LTL of the nature of the problem and the circumstances under which it arose. LTL shall then take all reasonable steps to remedy the problem within a reasonable period of time. The user accepts that in some cases it may not be possible to remedy the defect due to the unique nature of the circumstances under which the software has been deployed.
Disclaimer of Warranties and Limitation of Remedies
"Unregistered software" is software that is supplied to the user free of charge (i.e. without monetary payment by the user). The user acknowledges that unregistered software is being made available to the user on an AS IS BASIS FOR EVALUATION PURPOSES ONLY, and that LTL makes no warranties, express or implied, with respect to the software.
Purchase of a Serial Number registers the software and indicates that the user is satisfied that the software is suitable for his/her requirements. LTL cannot provide refunds after registration. Orders for Serial Numbers are filled immediately - once placed, they cannot be cancelled.
LTL specifically disclaims all implied warranties, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose. It is for the user to evaluate and test the software and to determine its capabilities.
In no event will LTL be liable for special, incidental or consequential damages arising from the use, or inability to use, the software, even if LTL has been advised of the possibility of such damages. In particular, LTL shall not be liable for the loss of information or data arising from the use or inability to use the software either by the user or the user's customers.
In all cases LTL's maximum liability for any claim arising from the licence or use of the registered software, including but without limitation to claims based upon LTL's negligence, shall be limited to the replacement value of a single copy of the software. The remedy set forth above is exclusive and in lieu of all others, oral or written, expressed or implied.
No developer, distributor, employee, or agent is authorised to extend any warranty or modify or extend the above remedy in any manner.
The user acknowledges that its use of the software is personal to the user and is not intended to be used for the benefit of any third party (other than the user's customers). The user shall indemnify and hold LTL harmless against any claim, expense, loss, damage, or other liability, including (but without limitation) legal fees, arising out of or connected with the user's use of the software under this Agreement.
Remedies for Breach
In the event that the user breaches any warranty, covenant or other term of this Agreement, whether express or implied, LTL shall be entitled to immediately terminate this Agreement and the licence hereunder and to seek all legal and equitable remedies available to it.
The user acknowledges that breach of any of the terms of this Agreement may result in irreparable and continuing damage to LTL in an amount not readily ascertainable and for which there would be no adequate remedy at law. In the event of such a breach, LTL shall have the right to seek immediate injunctive relief, in addition to its other remedies hereunder.
The failure or delay of any party to require performance of, or to otherwise enforce, any condition or other provision of this Agreement shall not waive or otherwise limit that party's right to enforce or pursue remedies for the breach of any such provision or condition. Any waiver by any party of any particular condition or provision of this Agreement, including this non-waiver provision, shall not constitute a waiver or limitation on that party's right to enforce performance or pursue remedies for the breach of any other condition or provision of this Agreement.
If any court of competent jurisdiction finds any term of this Agreement, or of any other document or instrument referred to or contemplated in this Agreement, to be invalid or unenforceable, such determination shall not affect the validity and enforceability of the remainder of the Agreement.
All paragraph headings in this Agreement appear for convenience of reference, and shall not affect the meaning or interpretation of the Agreement.
This Agreement may not be assigned by the user without the prior written consent of LTL. Subject to this restriction, this Agreement is binding upon and shall inure to the benefit of the heirs, successors, assigns, legatees, devisees, bankrupt estates, administrators, personal representatives and executors of each of the parties.
This Agreement shall be governed by and construed in accordance with the Laws of the England & Wales.
This Agreement may be amended or modified only by a written instrument executed by the parties that expressly states the intent of the parties to modify or amend this Agreement.
This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of the Agreement and supersedes all prior discussions, negotiations, understandings, representations and agreements, whether oral or written. All terms of this Agreement are contractual and not mere recitals.
Execution of this Agreement may be evidenced by downloading, installing or using the software.