SOFTWARE LICENSE AGREEMENT (the “License”)
Please read the following License carefully before using this software.
This License sets out the terms on which Packagesoft Limited licenses its software to You. For the purposes of this license, “You” and “Your” shall refer to the person downloading, installing or using the software.
By accepting this License, or by installing or using the software, You are expressing Your acceptance of all the terms and conditions of this License, on behalf of You and Your employer.
If You do not accept the terms of this License, do not install the software.
The terms also apply to any Packagesoft software updates, internet services or support services for this software, unless other terms accompany those items. If so, those terms apply.
1. LICENSE GRANT - Packagesoft grants You a non-exclusive and non-transferable license to install and use one copy of this software and accompanying documentation on one computer owned or controlled by You.
2. INTELLECTUAL PROPERTY, RESERVATION OF RIGHTS AND RESTRICTIONS - This software, as well as any corresponding documentation or information, is the exclusive property of Packagesoft. Packagesoft owns all intellectual property rights and copyrights pertaining to the software, documentation or any other product supplied to You by Packagesoft as part of this License.
Nothing in this License shall transfer to You ownership of any intellectual property rights in the software, which shall remain the property of Packagesoft at all times.
Except as and only to the extent expressly permitted by this License, or by applicable law, You may not copy, decompile, reverse-engineer, disassemble, modify, create derivative works of, incorporate into or compile in combination with Your own programmes or otherwise attempt to discover the source code of the software.
You shall not delete proprietary information or trademark notices if any appearing on any software or documentation supplied to You by Packagesoft and if requested will ensure that all copies of any materials made by You with the consent of Packagesoft under the provisions of this License or otherwise shall carry a copyright notice in a form first approved by Packagesoft.
The software includes various utilities, applications and components, supplied as a single product. You are not permitted to separate out (un-bundle) the component parts of the product for use on different computers.
You agree not to lend, rent, lease, give away, redistribute, sublicense, donate or transfer the software, or any corresponding documentation and information.
The Packagesoft software is not intended for use in equipment or systems in which the failure of the Packagesoft software could lead to death, personal injury, or severe physical or environmental damage.
The software is protected by copyright laws, patents and international copyright treaties, in addition to the dispositions of laws and treaties applicable to the protection of intellectual property rights.
3. DISCLAIMERS, LIMITATION OF LIABILITIES AND INDEMNITY - The software is provided as is, and no claims will be accepted concerning failure to fulfil presumed functions. Packagesoft does not guarantee that the software is error free, or that it will function without interruption.
Packagesoft shall indemnify You against any claim that the normal use of the software infringes the intellectual property rights of any third party provided that Packagesoft is given immediate and complete control of such claim, that You do not prejudice Packagesoft's defence of such claim, that You give Packagesoft all reasonable assistance with such claim and that the claim does not arise as a result of the use of the software in combination with any equipment or programs not supplied or approved by Packagesoft, or use other than in accordance with any documentation accompanying the software. Packagesoft shall have the right, at its option, to replace or change all or any part of the software in order to avoid any infringement. The foregoing states the entire liability of Packagesoft in respect of the infringement of the intellectual property rights of any third party.
Packagesoft will not be held responsible by any person or entity regarding any damage or loss allegedly caused by the use or inability to use the software, either directly or indirectly, including (but not limited to) business interruptions, monetary loss or loss of anticipated income as a result of the use of the software.
Packagesoft shall not be liable in any way for any inadequacies in the quality of, or infringements of third-party copyright caused by the eLearning materials You create using the software and You shall indemnify and hold harmless Packagesoft against any costs, damages or other liabilities that Packagesoft may incur as a result of any claims being brought against it in relation to the eLearning materials You create using the software.
You are responsible for the use of the software by others, and accept responsibility for any losses and/or damages and costs arising from any incompatibility between this software or updates thereof and any other software that You have installed on Your computer as well as any other problems that may arise due to the interaction between this software and other installed software.
The following provisions set out Packagesoft’s entire liability (including any liability for the acts and omissions of its personnel) to the Customer in respect of an Event of Default. For the purposes of this License, an Event of Default shall include:
(a) any breach by Packagesoft of its contractual obligations arising out of the License; or

(b) any representation, statement or tortious act or omission, (including negligence) or statutory liability arising out of or in connection with the License.

If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under the License.

Packagesoft’s entire liability in respect of all Events of Default shall be limited to the fees received by Packagesoft pursuant to this License.
Packagesoft shall not be liable to You in respect of any Event of Default for the following types of loss, howsoever caused, whether direct or indirect and even if such loss was reasonably foreseeable: economic loss including administrative and overhead costs, loss of profits, business, contracts, revenues, goodwill, production and anticipated savings of every description.
Packagesoft shall have no liability to You in respect of any Event of Default unless You shall have served notice of the same upon Packagesoft within one year of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.
The Customer hereby agrees to afford Packagesoft not less than 60 days in which to remedy any Event of Default.
Nothing in this clause shall confer any right or remedy upon the Customer to which it would not otherwise be legally entitled.
4. SOFTWARE UPDATES - If this License covers an upgrade or update to an existing installation of software, You must possess a valid license to the software version that is being upgraded or updated.
If a Packagesoft update completely replaces (full install) a previously licensed version of the Packagesoft software, You may not use both versions of the Packagesoft software at the same time nor may You transfer them separately.
You acknowledge and accept that Packagesoft may provide updates or additions to the software which automatically download to Your computer.
5. BACKUP COPIES - You are not permitted to make copies of this software, other than one copy for backup purposes. You may re-install the software using a previously backed-up copy of the software.
6. TERMINATION - This License is effective until termination. Your rights under this License will terminate automatically without notice from Packagesoft if You fail to comply with any term(s) of this License. Upon the termination of this License, You shall cease all use of the software and destroy all copies, full or partial of the software.
7. TIME LIMITED SOFTWARE - If this software is a time limited evaluation version, it will cease to operate after the time out period and this License will terminate.
8. DATA COLLECTION TECHNOLOGY - Packagesoft informs You that in certain software it may use data collection technology to collect technical information to improve the software, to provide associated services, to adapt them to user preferences and to prevent the unlicensed or illegal use of the software. You accept that Packagesoft may use such information as part of the services provided in relation to the software, as long as it is in a form that does not personally identify You, to improve our products or to provide services or technologies to You.
9. LAW & JURISDICTION - The License shall be governed by and construed in accordance with the laws of England and Wales. You consent to the exclusive jurisdiction of the English courts except to the extent that Packagesoft can invoke the jurisdiction of the courts of any other country where required.
10. GENERAL - You authorise personnel appointed by Packagesoft to visit You in order to verify that the conditions of this License are met.
If any provision in this License is unenforceable, that provision will be considered void, without affecting the balance of the License which will remain valid and enforceable.
Packagesoft expressly reserves all other rights it may have and that are not herein granted to You.
11. COMPLETE AGREEMENT - This License, the Terms and Conditions for the Supply of Software and Services and the Maintenance Agreement together embody the entire understanding of the parties in respect of the matters contained or referred to in them and You acknowledge that You cannot rely on representations, promises, terms, conditions or obligations oral or written expressed or implied unless they are expressly contained in the Terms and Conditions of Software and Services, the Software License Agreement or the Maintenance Agreement. You irrevocably and unconditionally waive any right You may have to claim damages or to rescind any agreement between us for any misrepresentation whether or not contained in such agreement or for any breach of any warranty not contained in such agreement unless the misrepresentation or warranty was made fraudulently.