DesignSpark Electrical Licence Ė

PLEASE READ CAREFULLY: BY DOWNLOADING, INSTALLING OR USING THIS DESIGNSPARK ELECTRICAL SOFTWARE YOU AGREE TO THE FOLLOWING LICENCE TERMS. †This licence agreement (Licence) is a legal agreement between you and RS Components Limited of Weldon Industrial Estate North, Birchington Road, Corby NN17 9RS (RS OR we) for this DesignSpark Electrical software (Software).

IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MUST DISCONTINUE INSTALLATION OF THE SOFTWARE NOW.

1.             Grant and scope of licence

1.1          RS grants you a personal, non-exclusive, non-transferable, royalty free licence to use the Software on the terms of this Licence.† You may install and use the Software for your private or internal business purposes only.†

1.2          Except as expressly set out in this Licence or as permitted by any local law, you agree not to (and you may not permit anyone else to):

(a)            copy, make alterations to, or modifications of, the whole or any part of the Software, disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things unless this is expressly permitted or required by law;

(b)            permit the Software or any part of it to be combined with, or become incorporated in, any other programs, rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software;

(c)            provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from RS.

1.3          You agree to comply with all local laws and regulations regarding the download, installation and/or use of the Software.

2.             Intellectual property rights

2.1          You acknowledge that all intellectual property rights in the Software throughout the world belong to RS, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software other than the right to use them in accordance with the terms of this Licence.

2.2          You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding.

3.             DISCLAIMER

You understand and agree that:

3.1          your use of the software is at your sole risk . The software is provided on an ďAs isĒ basis and without warranty of any kind. There are no conditions, warranties, representations or other terms, express or implied.† Any condition, warranty, representation or other term concerning the supply of the Software which might otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, including the implied warranties of merchantability and fitness for purpose, is excluded to the fullest extent permitted by law;

3.2          the Software has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Software meet your requirements;

3.3          the Software may not be free of bugs or errors and that any material downloaded or otherwise obtained through the use of the Software is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any content or material;

3.4          none of the Software is intended for the use in the operation of nuclear facilities, life support systems, emergency communications, aircraft navigation or communication systems, air traffic control systems or any other activities in which case the failure of the software could lead to death, personal injury or severe physical or environmental.

4.             RSís †liability

4.1          Nothing in this Licence shall limit or exclude the liability of either party for death or personal injury resulting from negligence, fraud, fraudulent misrepresentation. RS shall not be liable to you for any direct, indirect incidental, special, consequential or exemplary damages resulting from the use or inability to use the software, to access content or data or any other matter relating to the Software. RSís liability is limited to the maximum extent permitted by law.

5.             Termination

5.1          RS may terminate this Licence immediately if You breach this Licence.

5.2          Upon termination for any reason:

(a)            all rights granted to you under this Licence shall cease;

(b)            you must cease all activities authorised by this Licence; and

(c)            you must immediately delete or remove the Software from all computer equipment in your use or possession.

6.             Transfer of rights and obligations

6.1          This Licence is binding on you and us and on our respective successors and assigns.

6.2          You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent.

6.3          RS may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of his rights or obligations arising under it, at any time during the term of the Licence.

7.             Miscellaneous

7.1          If RS fails, at any time during the term of this Licence, to exercise any of the rights or remedies to which it is entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by RS of any default shall not constitute a waiver of any subsequent default.

7.2          Severability - If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

7.3          This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Software and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.

7.4          You acknowledge that, in entering into this Licence, you have not relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us before entering into this Licence except as expressly stated in this Licence.

7.5          Law and Jurisdiction -This Licence, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and submitted to the non-exclusive jurisdiction of the English courts.