Terms & Conditions NLProcessor evaluation licence agreement 1. DEFINITIONS In this Licence, unless the context otherwise requires: "Infogistics" means Infogistics Ltd a company registered in Scotland under number 208321 and having its registered office at 39 Castle Street, Edinburgh EH2 3BN; "Software" means the NLProcessor linguistics annotation software as the entire system as well as any of software modules shipped in the NLProcessor installation; “Data” means any data files shipped with or produced by any of software modules of NLProcessor installation; “Software Documentation” means any documentation (including written materials and on-line help) accompanying the Software. 2. LICENCE Infogistics grants you a non-exclusive, non-sublicensable and non-transferable licence to use the Software, Data and the Software Documentation in accordance with the terms of this License. 3. PERMISSIONS You may: 3.1 use the Software, Data and the Software Documentation for internal evaluation purposes only for 90 days from the time you first download the Software; 3.2 make backup and archival copies of the Software and Data solely for operational security, but you must ensure that all copies bear Infogistics’ copyright, trademark and other proprietary notices. 4. RESTRICTIONS You shall not, other than as expressly permitted under 3 above: 4.1 copy the Software, Data and/or the Software Documentation; 4.2 distribute, sell, rent, lease, assign, sub-license, transfer or part with possession of the Software, Data and/or the Software Documentation; 4.3 translate, reverse engineer, decompile or disassemble the Software and/or Data save to the extent permitted by applicable law; 4.4 modify the Software and/or Data or merge all or any part of it into another program; and 4.5 remove, modify or alter any Infogistics' copyright, trademark and other proprietary notice from any part of the Software, Data or the Software Documentation. 5. TERM This Licence shall continue for ninety (90) days from the date of shipment of Software as a free trial version as long as you comply strictly with the terms and conditions contained within it. However, it will terminate immediately if you fail to comply with any of the terms or conditions of this License. Upon any such termination you shall destroy or permanently erase all copies of the Software, Data and the Software Documentation or return the original Software, Data and the Software Documentation to Infogistics. The disclaimer set out below shall continue in force even after any termination. 6. INTELLECTUAL PROPERTY & CONFIDENTIALITY The Software, Data and the Software Documentation are confidential and copyrighted. Title to the Software, Data and the Software Documentation and all associated intellectual property rights is retained by Infogistics and/or its licensors. No right, title or interest in or to any trademark, logo, copyright (other than this Licence) or trade name of Infogistics or its licensors is granted under this Licence. 7. DATA PROTECTION 7.1 In entering into this Licence, you acknowledge and agree that Infogistics may keep records of your email address and details of your use of the Software for the following purposes: 7.1.1 to enable Infogistics to analyse the success of the Software; 7.1.2 to provide Infogistics with information that could help it to develop and improve its products; and 7.1.3 to send you information that you may be interested in (unless you opt out of this “email alert” by sending email to info@infogistics.com ). 8. INFRINGEMENT 8.1 Should any part of the Software become, or in Infogistics’ opinion be likely to become, the subject of a claim of infringement or trade secret misappropriation, Infogistics shall, at its option and expense: (a) obtain for you the right to continue using the Software; (b) replace or modify the Software without materially impairing the operation of the Software so its use becomes non-infringing or otherwise lawful or (c) terminate the Licence with respect to the infringing Software. 8.2 This clause states Infogistics’ entire liability and your exclusive remedy for infringement of third party rights or trade secrets misappropriation. 9. LIMITED WARRANTY 9.1 Because for a trial period the Software is licensed free of charge, there is no warranty for this period, to the extent permitted by applicable law. Except when otherwise stated in writing Infogistics provides the Software "as is" without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. The entire risk as to the quality and performance of the Software is with you. Should the Software prove defective, you assume the cost of all necessary servicing, repair or correction. 9.2 Infogistics warrants that the Software will conform substantially to the Software Documentation for forty five (45) days from installation. 9.3 If Infogistics confirms a defect, reported by you, in the commercially obtained Software, Infogistics shall use commercially reasonable efforts to remedy the defect by correction of the Software. Infogistics does not warrant that the operation of the Software will be uninterrupted or error free, nor does it guarantee that its remedial efforts will correct any non-conformance. 9.4 Infogistics shall have no liability under this warranty in respect of defects caused by improper operation, neglect or misuse of the Software, any fault of your agents or employees, any attempts at maintenance or modification to the Software performed by other than authorised Infogistics service personnel or any other cause external to the Software except ordinary use. 9.5 If you received the Software free on CD or disk, such CD and disk is provided "as is" and without any warranty or condition express or implied statutory or otherwise as to its quality or fitness for purpose. 9.6 Except as expressly stated in this Licence, all conditions, warranties, terms and undertakings express or implied statutory or otherwise in respect of the Software, Data and the Software Documentation are hereby excluded to the fullest extent permitted by law. 10. DISCLAIMER 10.1 You acknowledge that, in entering into this Licence, you do not do so on the basis of, and do not rely on, any representation, warranty or other statement except as expressly provided in this Licence and you waive any right you may have in respect of any breach of any representation, warranty or other statement which is not contained in this Licence. 10.2 Infogistics makes no warranty as to the results that may be obtained from the use of the Software or as to the accuracy or reliability of any information obtained through the Software. 10.3 In no event shall Infogistics be liable for loss of data, loss of profits or revenue, costs of procurement of substitute software, goods or services or any special, indirect, incidental or consequential loss or damage arising out of or in connection with this Licence whether arising in breach of contract, tort (including negligence) or otherwise even if such loss or damage was reasonably foreseeable or Infogistics was aware of the possibility of that loss or damage arising. 10.4 Nothing in this Licence shall limit or exclude Infogistics' liability for death or personal injury caused by its negligence or for fraudulent misrepresentation. 10.5 Any statutory rights you have as a consumer are unaffected by this Licence. 11. SEVERABILITY 11.1 If any provision of this Licence is found to be invalid or unenforceable, the invalidity or unenforceability of such provision will not affect the other provisions of this Licence and all such other provisions will remain in full force and effect. 12. GOVERNING LAW This Licence shall be governed by and construed in accordance with Scottish Law and you submit to the non-exclusive jurisdiction of the Scottish Courts. After you have submitted this licence agreement you will receive by email instructions on how to download the Software.