In this Licence, unless the context otherwise
"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.
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.
3.1 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
You shall not, other than as expressly permitted under
4.1 copy the Software, Data and/or the Software
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
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.
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.
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.
7.1 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 email@example.com ).
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
8.2 This clause states Infogistics’ entire liability
and your exclusive remedy for infringement of third party rights or trade
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
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
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.
11.1 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.
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.