1. By this contract you are granted by PeopleCert International Limited (from now on referred as PeopleCert) a non-transferable, non-exclusive user license of the software product contained in the media that you have obtained from PeopleCert or licensed from a PeopleCert representative, distributor, or retailer of its products (“Software Product”). The Software Product includes open-source components, the license terms of which are available at https://www.peoplecert.org/oss-page and the rights granted are subject to the terms specified there (“OSS Terms”). This license grants only the following usage:
a. Installation, usage, access, work, display, and execution of a copy of the Software Product on your desktop computers, handheld PCs, work stations, terminal or other electronic device (“Computer”). After the installation you may keep the present product as a back-up copy intended for this use only.
b. Installation of a copy of the product in an internal network server, in order for the Software Product to be used by another Computer of the internal network, provided that the software product follows the client/server architecture or the internal network.
c. In case that the Software Product or any other product, or application included in this allows common use in more than one Computer, this license grants the use of this feature (common use) with all other PeopleCert applications. Use with other manufacturers' applications is under the user license of those manufacturers, is performed under your responsibility, while PeopleCert in no way guarantees the function in general or the appropriate function of such application or holds any responsibility related to this.
d. From time to time updates to the Software Product may be issued by Peoplecert. Depending on the update, you may not be able to use the updated Software Product until you accept any new EULA terms. If the Software Product is an upgrade from previous editions, then the license provided with the present user license of the Software Product is under the provision that you hold a valid user license of the previous edition. In any case, the use of an upgraded Software Product which results by the upgrade of the previous edition with the present Software is under the provisions of the present license.
e. The above-mentioned license refers to the Software Product as a whole product and thus its division and the use of the divided parts to other Computers or by other persons is not permitted. You are not permitted to make alterations to, or modifications of, the whole or any part of the Software Product, or permit the Software Product or any part of it to be combined with, or become incorporated in, any other programs, unless PeopleCert has provided consent, as well as to disassemble, decompile, reverse- engineer or create derivative works based on the whole or any part of the Software Product or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software Product with another software program, and provided that the information obtained by you during such activities shall be used only for the purpose of achieving inter- operability of the Software Product with another software program; shall not unnecessarily disclosed or communicated without PeopleCert’s prior written consent to any third party; and shall not be used to create any software that is substantially similar to the Software Product;
f. In the case that PeopleCert offers any other upgrade, on line documentation or other material (electronic or printed) that modify or supplement to the Software Product, the grant of those services or those products is under the operation manuals that PeopleCert provides with those services or products. The product which will result after the use of these services or material will be under the present user license and is to be considered as a whole and indivisible part of the Software Product.
g. All the other rights, existing or prospective, that are not referred in the present user license are retained by PeopleCert and are exclusive rights of PeopleCert. PeopleCert retains the copyright of any future edition, modification, alteration, upgrade of the Software Product, even in case that in its creation or compilation has taken into consideration elements provided by you in the terms of service provision of any kind by PeopleCert (especially in terms of support and consulting services).
h. The Software Product for which the user license is granted includes computer software, and it may include the corresponding printed material, storage media, on-line or electronic documentation, updates (if any), and supplements to the original software product. In case there is a separate user license for any part of the Software Product or any other software that comes with or is provided with the Software Product, then for this part or the other software, its separate user license is in force.
2. Subject to the OSS Terms, the intellectual property rights (“IP”) of the Software Product (and all the parts that it contains including, but not limited to, - source and object code, applications, images, sounds, sound and images combinations, databases, printed material, descriptions etc) belongs to PeopleCert and is protected by international law. The alteration, adaptation or amendment of the IP in any way is an illegal act which is punished by penal law.
3. Ownership of the Software Product has not been transferred to you; you are only granted by PeopleCert the rights of use described in the present license and no other right is granted to you, such other rights not granted including but not limited to the rights to resale, transfer with or without compensation, leasing or lending, copying (totally or partially), altering the Software Product in source or object code, reverse engineering, decompiling or disassembling the source or object code, or using any part of the Software Product for the development or compilation of other software.
4. The trademarks, logos, distinctive marks as well as any other (material or immaterial) object that consists industrial property belongs to PeopleCert or the possible franchisors and suppliers and is protected by the international law in force, while any action that is against it is prohibited (indicatively: reproduction, copy, use etc).
5. PeopleCert may terminate this license immediately by written notice to you if you breach any of the terms herein. In the event of termination for any reason all rights granted to you under this license shall cease and you must immediately cease all activities authorised by this license, including your use of the Software Product and any associated documentation. For the avoidance of doubt PeopleCert shall be entitled to revoke this user license at any time in case of your non-compliance with the obligations contained in the present license. Termination shall be of no cost for PeopleCert and shall be instantly enforced. Upon termination of the user license you are obliged to uninstall and delete the Software Product from all the Computers in which it was installed and destroy every copy that you have created, as well as any accompanying or supplementary material relating to the Software Product or its use.
6. With the present license you undertake the obligation to make every possible effort to ensure the compliance with the provisions of the present license of any third party related to you (especially employees, any other person who has access to your personal Computers, cohabitants, etc). You especially undertake the obligation to inform immediately PeopleCert for each and any case of violation of the provisions of the present license by you or third persons related to you. In case of violation of the provisions of the present license by you or by other natural or legal entities related to you, PeopleCert preserves any right to demand compensation of any damage it will be imposed to.
7. Prior the use of the Software Product, it is required that you have read carefully, accept and agree with all of the paragraphs of the corresponding manuals of the Software Product and of PeopleCert in general, as well as your unconditional acceptance that your Computers, as well as the software of your Computers comply with the minimum requirements for the appropriate function of the Software Product.
9. PeopleCert does not warrant that the use of the Software Product will be uninterrupted or error-free. You acknowledge that the Software Product is provided “as is” and is expressly subject to the following disclaimer; to the extent it is permitted under your local laws, PeopleCert excludes all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this user license or any collateral contract, whether by statute, common law or otherwise, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
10. Under no circumstances shall PeopleCert or any of its affiliates, partners, suppliers or licensors be liable for any indirect, incidental, consequential, special or exemplary damages arising out of or in connection with your access or use or inability to access or use the Software Product and/or any third part content or services, whether or not the damages were foreseeable and whether or not PeopleCert was advised of the possibility of such damages. Without limiting the generality of the foregoing, PeopleCert's aggregate liability to you (whether under contract, tort, statute or otherwise) shall not exceed the amount paid for the participation in the examinations.
11. If PeopleCert fails to insist that you perform any of your obligations under this license, or if PeopleCert does not enforce its rights against you, or if PeopleCert delays in doing so, that will not mean that PeopleCert has waived its rights against you and will not mean that you do not have to comply with those obligations. If PeopleCert does waive a default by you, PeopleCert will only do so in writing, and that will not mean that PeopleCert will automatically waive any later default by you.
12. Each of the conditions of this license operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
13. This agreement shall be governed and interpreted in accordance with the laws of England and Wales. Any dispute arising out of the agreement between the parties shall be settled by the Courts of England and each party consents to the exclusive jurisdiction of such courts.