TRANSCOM PROPRIETARY SOFTWARE LICENCE AGREEMENT
PLEASE READ THIS PROPRIETARY SOFTWARE LICENCE AGREEMENT (“LICENCE”) CAREFULLY BEFORE USING TRANSCOM PROPRIETARY SOFTWARE YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENCE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, DO NOT USE THIS TRANSCOM PROPRIETARY SOFTWARE.
1. DEFINITIONS: The term “Transcom Proprietary Software” includes application code downloaded or read from media, embedded firmware, dynamic linked libraries (DLLs) whether created by or Licenced to Transcom, installer applications, documentation, interfaces, content, fonts, and static or software generated visual images and presentation graphics as may be updated or replaced by feature enhancements; whether stored in Read Only Memory (ROM), on any other media or in any other form, including software updates provided by Transcom and not specifically Licenced otherwise; are collectively referred to as “Transcom Proprietary Software”. This does NOT include any software or firmware that is separately Licenced under the Free Software Foundation’s GNU General Public Licence (GPL), Lesser General Public Licence (LGPL), or any other open source, proprietary or less restrictive Licence. The term “Transcom Hardware Platforms” refers to electronic hardware designed and manufactured by Transcom.
2. GENERAL: Transcom Proprietary Software including updates are Licenced not sold, to you by Transcom for use only under the terms of the Licence. Transcom and it licensors retain ownership of “Transcom Proprietary Software” itself and reserve all rights not expressly granted to you.
3. PERMITTED LICENCE USES AND RESTRICTIONS:
(a) Subject to the terms and conditions of this Licence, you are granted a limited non-exclusive Licence to use the Transcom Proprietary Software.
(b) Unless expressly granted by Transcom, this Licence does not grant you any rights to use Transcom Proprietary Software in the design, development, manufacture, licensing, or distribution of non-Transcom Hardware Platforms.
(c) Subject to the terms of this Licence, you are granted a limited non-exclusive Licence to download and execute updates to Transcom Proprietary Software. You may make one copy of the Transcom Proprietary Software stored on your computer in machine-readable form for backup purposes only, provided that the backup copy must include all copyright or other proprietary notices contained in the original.
(d) You may not and you agree not to, or to enable others to, copy (except as expressly permitted by this Licence), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of Transcom Proprietary Software, or any part thereof. Any attempt to do so is a violation of the rights of Transcom and its licensors of Transcom Proprietary Software.
(e) You agree to use Transcom Proprietary Software in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you download and use Transcom Proprietary Software.
4. TRANSFER: you may not rent, lease, lend, sell, redistribute, or sub Licence Transcom Proprietary Software. You may however, make a one-time permanent transfer of all your Licence rights to Transcom Proprietary Software in conjunction with the transfer of ownership of your Transcom Hardware Platform; provided that
(a) the transfer must include your Transcom Hardware Platform and all Transcom Proprietary Software, including all its component parts, original media, printed materials and this Licence;
(b) you do not retain any copies of Transcom Proprietary Software, full or partial, including copies stored on a computer or other storage device; and
(c) the party receiving the Transcom Hardware Platform and Transcom Proprietary Software reads and agrees to accept the terms and conditions of this Licence.
5. TERMINATION: This Licence is effective until terminated. Your rights under this Licence will terminate automatically or otherwise cease to be effective without notice from Transcom if you fail to comply with any term(s) of this Licence. Upon the termination of this Licence, you shall cease all use of Transcom Proprietary Software. Sections 6, 7, 8, 9, and 10 of this Licence shall survive any such termination.
6. DISCLAIMER OF WARRANTIES: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT , TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRANSCOM PROPRIETARY SOFTWARE AND ITS ACCOMPANYING WRITTEN MATERIALS ARE PROVIDED “AS IS” AND “AS APPLICABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TRANSCOM OR ITS REPRESENTATIVES, AUTHORIZED DISTRIBUTORS, OR EMPLOYEES SHALL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY; AND YOU MAY NOT RELY ON SUCH INFORMATION OR ADVICE. TRANSCOM AND ITS LICENSORS DO NOT GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF USE, OF TRANSCOM PROPRIETARY SOFTWARE OR WRITTEN MATERIALS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE, AND THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU, THE USER. IF TRANSCOM PROPRIETARY SOFTWARE OR WRITTEN MATERIALS ARE DEFECTIVE, YOU, AND NOT TRANSCOM OR EMPLOYEES, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OTHER THAN EXPRESSLY DESCRIBED ABOVE.
7. LIMITATION OF LIABILITY: TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL TRANSCOM OR THEIR AUTHORIZED AGENT(S) BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY INFORMATION, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE TRANSCOM PROPRIETARY SOFTWARE, HOWEVER CAUSED, EVEN IF TRANSCOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. CONTROLLING LAW AND SEVERABILITY: This Licence will be governed by and construed in accordance with the laws of the United Kingdom, excluding its conflict of law principles. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Licence shall continue in full force and effect.
9. COMPLETE AGREEMENT: This Licence constitutes the entire agreement between you and Transcom relating to Transcom Proprietary Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Licence will be binding unless in writing and signed by Transcom.
10. GOVERNING LANGUAGE: Any translation of this Licence is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of the Licence shall govern, to the extent not prohibited by local law in your jurisdiction.
11. THIRD PARTY ACKNOWLEDGEMENTS: Portions of Transcom Proprietary Software may utilise or include third party software and other copyrighted material. Acknowledgments, licensing terms and disclaimers for such material are contained in the electronic documentation for Transcom Proprietary Software, and your use of such material is governed by their respective terms.
B: TRANSCOM TRADEMARK AND COPYRIGHT NOTICES and the textual equivalent “Transcom®” logo is a registered trademark of Transcom. All trademarks are owned exclusively by Transcom.
All source code, application code, machine readable code, embedded firmware, drivers, dynamic linked libraries (DLL) created by Transcom, installer applications, documentation, interfaces, content, fonts, and static or software generated visual images, including Presentation Graphics, as may be updated or replaced by feature enhancements; whether stored in Read Only Memory (ROM), downloaded or read from media, on any other media or in any other form, including software updates provided by Transcom; relating to Transcom Proprietary Software are © 1993 – 2014, Transcom, All Rights Reserved. Except as covered by the Transcom Proprietary Software Licence in Section (A) above, any unauthorized use, duplication, or distribution of this software or images is strictly prohibited by law.
© 2014 – Transcom, 1210 Parkview, Arlington Business Park, Theale, RG7 4TY GB