SOFTWARE LICENCE AGREEMENT
Between: Minola Technology Limited, 3013 Lake Drive, Citywest, Dublin 24, Ireland. (LICENSOR) AND “LICENSEE”
This agreement sets forth the entire terms and conditions under which LICENSOR will license to LICENSEE the use of the “SOFTWARE”: (i) The computer programs identified in Schedule A but excluding any third party’s software (ii) the related documentation (iii) any revised and corrected versions (“Updates”) and enhanced and improved versions (“Upgrades”) of such programs and documentation which LICENSOR makes available hereunder (iv) all modifications and improvements of such programs, documentation, Updates and Upgrades and (v) all copies of the foregoing.
1. OWNERSHIP. LICENSEE acknowledges that the SOFTWARE (including all modifications) and all copyright, trade secrets and other right, title and interest therein, are the sole property of the LICENSOR.
2. LICENSE OF SOFTWARE. In consideration of LICENSEE’s payment of the license fee specified in Schedule A , LICENSOR grants to LICENSEE a perpetual, personal, non-transferable and non-exclusive right and license to use the SOFTWARE as set out in Schedule A. LICENSEE represents, warrants and agrees that the SOFTWARE will be used only on the Licensed Computer at such location and only for the benefit of LICENSEE and its subsidiaries (companies more than 50% owned and controlled by LICENSEE).
3. PROPRIETARY DATA; CONFIDENTIALITY. LICENSEE acknowledges that the information contained in the SOFTWARE is confidential and contains trade secrets and proprietary data belonging to the LICENSOR. LICENSEE shall implement all reasonable measures necessary to safeguard the LICENSOR’s ownership of, and the confidentiality of the SOFTWARE, including without limitation: (i) not to disassemble, decompile or reverse engineer the SOFTWARE and (ii) not to duplicate or reproduce the SOFTWARE except that LICENSEE may make one archival copy and, if necessary, one back-up copy to run temporarily on a replacement computer in an emergency. LICENSEE acknowledges that unauthorised use or disclosure of the SOFTWARE may cause irreparable harm to LICENSOR.
4. WARRANTY. LICENSOR warrants to LICENSEE that (i) the SOFTWARE does not violate any relevant copyright or patent and (ii) for the period of 12 months and thereafter for so long as LICENSEE pays maintenance fees, the SOFTWARE shall function substantially in accordance with the related user documentation provided by LICENSOR. LICENSOR’s sole obligation in respect of a breach of the foregoing warranties shall be to modify or replace the SOFTWARE so as to eliminate the infringement or correct the defective performance. LICENSEE shall give LICENSOR prompt written notice of any claims under the foregoing warranties. Neither of the foregoing warranties shall apply to the extent that any alleged infringement or defect derives from (1) a combination of the SOFTWARE with any program, equipment or device not supplied or recommended by LICENSOR or (2) any modification or customisation of the SOFTWARE by or on behalf of LICENSEE.
Disclaimer or other warranties: EXCEPT AS PROVIDED IN SECTION 4, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, ORAL OR WRITTEN STATEMENTS OF LICENSOR OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR OF ERROR-FREE AND UNINTERRUPTED USE) ARE HEREBY SUPERSEDED, EXCLUDED and DISCLAIMED.
5. REMEDY LIMITATIONS. In no event shall LICENSOR be liable for any consequential, indirect or special damages, whether foreseeable, whether based upon lost goodwill, lost profits, loss of use of the SOFTWARE, loss of use of money, loss of data or interruption in its use or availability, stoppage of other work, impairment of other assets or otherwise and whether arising out of breach of any express or implied warranty, breach of contract, negligence, misrepresentations, strict liability in tort or otherwise and whether based on this Agreement, any transaction performed or undertaken under or in connection with this Agreement or otherwise, except only in the case of death or personal injury where and to the extent applicable law imposes such liability. LICENSOR’s liability for damages, regardless of the form of action, shall in any event be limited to the aggregate license fees received by LICENSOR under this Agreement. This Section 5 shall not be deemed to exclude or restrict the liability of LICENSOR for death or personal injury resulting from LICENSOR’S negligence.
6. TERMINATION. LICENSOR has the right to terminate this Agreement if LICENSEE breaches any of its obligations under this Agreement. In such event LICENSEE shall immediately (i) destroy all copies of the SOFTWARE from all computer systems, storage media and other files. The expiration or termination of this Agreement for any reason shall not extinguish or diminish LICENSEE’s obligations under Section 3 to maintain the confidentiality of the SOFTWARE, which obligation is continuing and shall survive termination of this Agreement.
7. ASSIGNMENT. This Agreement is personal to LICENSEE and neither this Agreement nor any of LICENSEE’s rights or duties hereunder shall be assigned, sub-licensed, sold or otherwise transferred by LICENSEE, including to any successor-in-interest to LICENSEE’s rights in the Licensed Computer, without LICENSOR’s prior written consent (which shall not be unreasonably withheld).
8. PAYMENT. LICENSEE shall pay LICENSOR the licence fee specified in Schedule A on signature of this Agreement by LICENSEE.
9. ACCEPTANCE. This Agreement shall be of no force or effect unless duly signed by LICENSEE and thereafter duly signed by LICENSOR.
10. GOVERNING LAW. This Agreement shall be governed by the laws of Ireland.