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Aladesc Software Licence Agreement
BY CLICKING ON THE "Accept" BUTTON, YOU ARE CONSENTING TO BE BOUND BY THIS LICENCE . IF YOU CLICK ON THE "Reject" BUTTON THE INSTALLATION OF THE SOFTWARE WILL NOT CONTINUE. IF YOU ARE ACCEPTING THIS LICENCE ON BEHALF OF A CORPORATE LICENSEE, YOU REPRESENT THAT YOU ARE AUTHORISED TO DO SO. IF YOU ARE NOT SO AUTHORISED, NOR DEEMED IN LAW TO HAVE SUCH AUTHORITY, YOU ASSUME SOLE PERSONAL LIABILITY FOR THE OBLIGATIONS SET OUT IN THIS LICENCE.

IF YOU HAVE ALREADY PURCHASED A KEY FOR THE SOFTWARE AND DO NOT ACCEPT THE TERMS AND CONDITIONS CONTAINED IN THIS LICENCE YOU MUST IMMEDIATELY RETURN THE KEY DIRECTLY TO THE LICENSOR AND DESTROY ALL RECORDS OF THE KEY AND DELETE ANY EVALUATION COPIES OF THE SOFTWARE IN YOUR POSSESSION. ON INFORMING THE LICENSOR IN WRITING THAT YOU HAVE DONE SO YOU WILL BE ELEGIBLE FOR REFUND OF THE PRICE PAID FOR THE KEY. SUCH A REQUEST MUST BE RECEIVED BY THE LICENSOR WITHIN FOURTEEN DAYS OF YOUR PURCHASE.

Your right to use the software product loaded onto this computer and its associated documentation is subject to the terms set out in this licence agreement (Agreement). Accessing the Program signifies your acceptance of the terms and conditions set out below. Therefore, please read them carefully before installing and using the software. If you do not agree to be bound by the terms and conditions of this Agreement, you should proceed no further.

1. Programs and Grant of Licence

The "Program" means the licensed software downloaded by you from JSL or any reseller, distributor or dealer or stored on the computer disks or compact disks contained in their enclosing envelope, together with any User's Manual, Help File, and any other relevant operational literature contained within the package.

Under copyright law you are prohibited from installing or running the software without the consent of Jalco Software Ltd (JSL). In consideration of your agreement to the terms of this Licence, JSL grants you, the user of the software, a non-exclusive right (the "Licence") to install and run the software as permitted by this Agreement. The Licence is personal to you, and may not be assigned, sold or transferred in any other way without the express prior consent of JSL in writing.

(a) Under the terms of this licence YOU ARE PERMITTED TO:

(i) use the Program in connection with a single personal computer including a laptop. If you wish to use the Program on more than one computer at the same time, you must obtain a separate licence or a multiple user pack for another copy of the Program;
(ii) load the software and use it in connection with a single set of data only at any one time, whether this is for a company, partnership, group, person or otherwise;
(iii) transfer the software from one computer to another owned by you within a single location, provided that it is installed and used on only one computer at a time;
(iv) make one copy of the software for back-up purposes in support of your permitted use of the software, provided that you label the back-up copy with a notice drawing attention to JSL's copyright in the software. Any other copies of the software, whether as a whole or in part, made without the prior written consent of JSL, are unlawful and a breach of this Agreement.

(b) YOU MAY NOT YOURSELF, NOR MAY YOU PERMIT OTHERS TO:

(i) transfer or part with possession of the Program or seek to sub-license or assign the licence or your rights under it;
(ii) use, copy or transfer the software or other component parts of the Program except as allowed for by this Agreement;
(iii) distribute, rent, loan, lease, sub-license or otherwise deal in the software and or any other component elements of the Program;


(iv) alter, adapt, merge, modify or translate the software or other component elements of the Program in any way, or for any purpose, other than with the prior written consent of JSL;
(v) reverse engineer, disassemble or de-compile the software otherwise than with the prior written consent of JSL; (vi) remove, change or obscure any identification marks or notices of proprietary rights and restrictions on or in the software and any other component elements of the Program.

2. Termination

(c) JSL may, at its sole and absolute discretion, terminate the licence, in which event it will refund to you the purchase price of the Program or if you have acquired the Program from a reseller, distributor or dealer procure that such reseller, distributor or dealer refunds you the purchase price.

(d) The licence may be terminated by JSL, without refund, if you fail to make payment after seven days notice of any sums due to JSL under this or any other contract with JSL.

(e) Within 14 days of termination of this Licence, you will return the original, as well as all copies or part copies of the Program, or will furnish to JSL a letter attesting to the destruction of the original and any such copies. You may terminate this Licence at any time by returning all copies or furnishing such confirmation.

(f) Your rights to use the Program will terminate automatically if you fail to comply with any term of this Licence. This Agreement will also terminate without further action or notice by JSL if you become bankrupt, go into liquidation, suffer or make any winding up petition, make an arrangement with your creditors, have an administrator, administrative receiver or other receiver appointed, or if you suffer or file any similar action in consequence of debt. Any use of any copies of the Program after termination of the Licence is unlawful.

3. Warranty

As the owner of the Licence copyright, JSL warrants to you only that: -

a) the software, when used properly, will provide the functions and facilities and will perform substantially as described in the documentation supplied with the software.

b) the medium on which the software is recorded will be free from defects in material and workmanship under normal conditions of use. This warranty is given for period of 90 days from the date a Permanent Licence Key is used to activate the software.


(c) during the period of 90 days from the date the Permanent Licence Key is used to activate the Program, JSL will provide technical advice, assistance and support via email, details of which can be found on the Aladesc web site. In the event of any errors in the Program, JSL will use reasonable endeavours to correct the same by "patching" or by replacing the Program with a new version. JSL does not warrant or guarantee that you will have uninterrupted or error free service from the Program. JSL's entire liability and your exclusive remedy under the warranties given in this section 3 will be, at JSL's option either, (i) use reasonable endeavours to repair or replace the software or encryption medium which does not conform with the warranty or, (ii) if you have bought the Program direct from JSL to refund the price paid for the software or if you have acquired the Program from a reseller, distributor or dealer procure that such reseller, distributor or dealer refunds you the purchase price and terminate the Licence. This guarantee excludes defects caused by accidents, abuse, poor storage or handling, or any act referred to in sub-clauses 1(b) (iv) and (v) above. It is subject also to the product being returned in good condition within the 90 period from the date the Permanent Licence Key was used to enable the Program.

4. Exclusion of Other Warranties

Except for the express warranties contained in Section 3 above, JSL gives and you receive no other warranties, conditions or representations, express or implied, statutory or otherwise. Without limitation, the implied terms of quality and fitness for a particular purpose are excluded. JSL does not warrant that the operation of the software will be error free or uninterrupted. It is your exclusive responsibility to ensure that the Program is suitable for your needs and you assume the entire risk as to its performance and as to the results obtained from its use. You hereby acknowledge that the content and accuracy of documents produced by the Program are your sole responsibility and, whether or not produced using the software, that you also remain responsible for ensuring that any information, opinions, recommendations, or other comments submitted to third parties are accurate and complete.

5. Disclaimer and Limitation of Liability

You hereby acknowledge that the allocation of risk in this Agreement reflects the price paid for the Program and also the fact that it is not within JSL's control how, and for what purposes, the Program is used by you. In no event, therefore, will JSL be liable for any direct, consequential, incidental or special damage or loss of any kind (including, but not confined to, loss of profits, loss of contracts, business interruptions, loss of or corruption to data) however caused and whether arising under contract or tort, including negligence or otherwise. If any exclusion, disclaimer or other provision contained in this Licence is held to be invalid for any reason by a court of competent jurisdiction and JSL becomes liable thereby for loss or damage that could otherwise be limited, such liability whether in contract, tort or otherwise, will not exceed the amount actually paid by you for the software. JSL does not exclude or limit its liability for death or personal injury resulting from any act or negligence perpetrated by it.


6. Intellectual Property

a) JSL gives no warranty as to its title to copyright, trademark, service mark or other intellectual property rights in the Program.

b) You shall acquire no intellectual property rights in the Program and shall not use or deal with the Program in such a way as to infringe the intellectual property rights of JSL or any third party and shall indemnify JSL against any actions, proceedings, liabilities claims, damages, costs and expenses in relation to arising out of any such infringement.

7. General

a) Any reseller, distributor or dealer (including any JSL approved dealer) from whom you may have purchased the Program is expressly not appointed or authorised by JSL as its servant or agent. No such person has any authority, either express or implied, to enter into any contract or provide any representation, warranty or guarantee with or to you on behalf of JSL or otherwise to bind JSL in any way whatsoever. JSL will not be responsible for any modifications or mergers made to the Program by such persons.

b) JSL shall not be liable to you in respect of circumstances outside its reasonable control.

c) Failure by JSL to enforce any particular term of this Licence shall not be construed as a waiver of any of its rights under it.

d) If any part of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason whatsoever, the validity of the remainder of terms will not be affected.

e) This Licence constitutes the entire agreement between the parties in relation to the Program and it's licensing and supersedes any other oral or written communications, agreements or representations with respect to the Program.

f) The terms and conditions of this Licence will be governed and construed in accordance with English law, and any dispute arising under this Agreement or in connection with the Program shall be submitted to the exclusive jurisdiction of the English Courts, save where JSL otherwise agrees. No variation, amendment of or addition to this Licence shall be effective unless JSL's prior agreement in writing shall have been obtained.

g) This Licence does not affect your statutory rights under English law

Should you have any questions concerning this Licence, please contact JSL using the following email address: licensing@jalco.co.uk.