Super Surfer 2

END-USER LICENCE AGREEMENT

IMPORTANT : PLEASE READ CAREFULLY

This is a legal agreement between you, and Navigator Systems Limited (“the

Licensor”). By clicking on the “I accept” button you agree to be bound by the terms of

this Agreement in respect of the Software. If you do not accept these terms, you may

not install, copy or otherwise use the Software but may, within 28 days of purchase,

END-USER LICENCE AGREEMENT

IMPORTANT : PLEASE READ CAREFULLY

This is a legal agreement between you, and Navigator Systems Limited (“the

Licensor”). By clicking on the “I accept” button you agree to be bound by the terms of

this Agreement in respect of the Software. If you do not accept these terms, you may

not install, copy or otherwise use the Software but may, within 28 days of purchase,

return the Software and the Copy Protection Token to the Licensor for a full refund of

any Licence Fees paid in respect of the Software.

1 DEFINITIONS

In this Agreement unless inconsistent with the context or otherwise specified the

following definitions will apply:

“Authorised Number” means the number of Client Computers which may

access the Software at any one time, which number has been notified by the

Licensor in the Order Confirmation Notice as the same may be varied in

accordance with Clause 3.

“Client Computers” means any computers other than the Network Server used

for your own internal business purposes and which access the Copy Protection

Token, whether via a local area network, wide area network or the internet.

“Copy Protection Token” means the software copy protection device supplied

to you by the Licensor for use with the Software.

“Documentation” means the operating manuals, user instructions and other

related materials supplied to you by the Licensor (whether physically or by

electronic means) in respect of the Software including any part or copy of it.

“Licence Fee” means the fees payable by you in respect of the Licensed

Materials as specified in the Licensor’s invoice.

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“Licensed Materials” means the Software, the Copy Protection Token, the

Documentation and the Media.

“Media” means the carrier media on which the Software and the Documentation

are recorded or printed and delivered to the Licensee.

“Network Server” means the computer that the Copy Protection Token is

installed on.

“Order Confirmation Notice” means the order confirmation notice supplied by

the Licensor with the Licensed Materials.

“Software” means this computer program(s) in object code form only together

with any modifications or upgrades and any copies thereof but excluding all

source code and all preparatory design material.

2 GRANT OF LICENCE

Subject to the terms of the Agreement and provided that you have paid the

Licence Fee and the Copy Protection Token is correctly installed and running on

the Network Server, the Licensor hereby grants you the non-exclusive and nonassignable

right to install and run the Software on the Network Server and/or the

Client Computers provided that the number of copies of the Software running at

any one time does not exceed the Authorised Number.

3 UPGRADE

The Authorised Number may only be varied with the Licensor’s written

agreement and subject to the payment by you of any applicable upgrade fees.

4 INSTALLATION

4.1 You are responsible for the installation of the Software in accordance with the

Documentation and any instructions issued by the Licensor.

4.2 Risk in the Media will pass to you on installation.

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5 PERMITTED USE

5.1 You shall install and run the Copy Protection Token on the Network Server.

You shall not adapt or amend the Copy Protection Token and shall not interfere

in any manner with the current operation of the Copy Protection Token with the

Software.

5.2 You may only use the Licensed Materials for processing your own data for your

own internal business purposes. You shall not use or attempt to use the

Licensed Materials or any of the output of the Software or permit any third party

to do so:

(a) to provide a data processing or bureau service to any third party by way

of trade or otherwise; or

(b) contrary to any other restriction stated in this Agreement.

5.3 Save only to the extent that the same cannot be prevented by law, you shall not:

(a) translate or adapt the Licensed Materials for any purpose nor arrange or

create derivative works based on the Licensed Materials without the

Licensor’s express written consent.

(b) make for any purpose, including (without limitation) for error,

correction, any alterations, modifications, additions or enhancements to

the Software except as specifically described in the Documentation nor

permit the whole or any part of the Software to be combined with or

become incorporated in any other program except to the extent permitted

by clause 7 without the Licensor’s prior written consent.

(c) decompile, reverse-engineer, or disassemble the Software or permit

others to do so.

5.4 You shall not transfer or distribute (whether by licence, loan, rental, sale or

otherwise) all or any part of the Licensed Materials to any other person.

5.5 You may transfer the Software to another Network Server controlled by you

provided that the Software is not installed on more than one Network Server at

any one time.

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6 EXTENT OF PERMITTED REPRODUCTION

6.1 You are permitted to make one back-up copy of the Software. Such copy will be

the property of the Licensor.

6.2 You shall not make or permit others to make any copies of the Documentation

without the Licensor’s prior written consent.

6.3 You shall keep such accurate and up to date written records of your use, copying

and disclosure of the Software as the Licensor may from time to time reasonably

require in writing or, in default of any specific requirement by the Licensor, then

in accordance with good data processing practice and shall allow the Licensor,

on request, to inspect and take copies of such records from time to time.

6.4 You shall make regular back-up copies of all data that you use in conjunction

with the Software in accordance with good data processing practice.

7 PROPRIETARY RIGHTS

7.1 Nothing in this Agreement shall assign or otherwise transfer to you any title,

copyright or other intellectual property or proprietary rights in the Licensed

Materials or any copies of them.

7.2 You agree not to remove, suppress or modify in any way any proprietary

marking, including any trade mark or copyright notice on or in the Software or

which are visible during its operation or which are in the Media or on any

Documentation. You shall incorporate such proprietary markings in any backup

copies.

7.3 You shall notify the Licensor immediately if you become aware of any

unauthorised access to, use or copying of any part of the Licensed Materials by

any person.

7.4 You shall permit the Licensor to check the use of the Licensed Materials by you

at all reasonable times. The Licensor may upon reasonable notice send its

representatives to any of your premises to verify compliance with this

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Agreement and you irrevocably consent to the Licensor’s representative entering

your business premises and any other of your premises for this purpose.

8 CONFIDENTIALITY

8.1 You acknowledge that the Licensed Materials contain confidential information

of the Licensor and/or of third parties. You undertake to treat as confidential

and keep secret all information contained in or otherwise received from the

Licensor in connection with the Licensed Materials (collectively referred to as

the “Confidential Information”) and shall not use the same for purposes other

than using the Software in accordance with this Agreement. You shall effect and

maintain adequate security measures to safeguard the Licensed Materials from

unauthorised access, use or copying.

8.2 You shall not without the Licensor’s prior written consent communicate or

disclose any part of the Confidential Information to any person except:

(a) only to those employees on a need to know basis who are directly

involved in the use of the Software;

(b) your auditors and professional advisers.

8.3 You undertake to ensure prior to disclosure of any Confidential Information that

all persons or bodies mentioned in clause 8.2 are aware that the Confidential

Information is confidential and that they owe a duty of confidence to the

Licensor. You will indemnify the Licensor against any loss or damage which

the Licensor sustains or incurs as a result of your failing to comply with such

undertaking.

8.4 Any ideas and principles determined during the course of observing, studying or

testing the functions of the Software constitute Confidential Information subject

to this clause 8.

8.5 The provisions of this clause 8 will not apply to any Confidential Information

which is or becomes public knowledge other than as a result of your conduct.

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8.6 This clause 8 will continue in force notwithstanding the termination of this

Agreement for any reason.

8.7 You acknowledge that the Licensor may use and exploit any ideas or

suggestions provided by you to the Licensor in respect of the Software without

payment or any further licence being required.

9 DEFECTS WARRANTY

9.1 The Licensor warrants that:

(a) the Software when properly used will substantially provide the facilities

and functions as described in the Documentation; and

(b) the Media on which the Software is furnished will be free from defects in

materials and workmanship for a period of 90 days from the date of

purchase. The Licensor does not warrant that the operation of the

Software will be uninterrupted or error free.

9.2 The Licensor’s obligation and your exclusive remedy under the warranty given

in clause 9.1 is limited to the Licensor at its own expense using all reasonable

endeavours to rectify any non-conformance with the warranty by repair (by way

of a patch, work around, correction or otherwise) within a reasonable period of

time or at the Licensor’s option replacing the Software or defective Media in

whole or in part.

9.3 The Licensor will have no liability or obligation under the warranty given in this

clause 9 unless it has received written notice from you of any non-conformance

with the warranty within 90 days from the date of purchase and provided that in

the reasonable opinion of the Licensor the Licensed Materials have not been

subjected to misuse, damage or excessive wear.

9.4 You acknowledge that the Licensed Materials have not been prepared to meet

your individual requirements and that it is your responsibility to ensure that the

facilities and functions of the Software meet your requirements.

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9.5 The Licensor will not be liable for any failure of the Software to provide any

facility or function not described in the Documentation or for any failure of the

Software attributable to any modification (whether by alteration, deletion,

addition or otherwise) to the Software or the Client Computers by either you in

default of your obligations under this Agreement or by persons other than you or

by combination of the Software with other software or equipment without the

Licensor’s express prior written consent.

9.6 If a problem notified in accordance with clause 9.3 is found upon investigation

not to be the Licensor’s responsibility under the provisions of this clause 9, the

Licensor may charge you for all reasonable costs and expenses incurred by the

Licensor in the course of or in consequence of such investigation.

10 LIMITATION OF LIABILITY

10.1 You acknowledge that the Licensor’s obligations and liabilities in respect of the

Licensed Materials are exhaustively defined in this Agreement. You agree that

the express obligations and warranties made by the Licensor in this Agreement

are in lieu of and to the exclusion of any other warranty, condition, term,

undertaking or representation of any kind, express or implied, statutory or

otherwise relating to anything supplied or services provided under or in

connection with this Agreement including (without limitation) as to the

condition, quality, performance, merchantability or fitness for purpose of the

Licensed Materials or any part of them.

10.2 You are responsible for the consequences of any use of the Licensed Materials.

The Licensor will not be liable for any indirect or consequential loss, damage,

cost or expense of any kind whatever and however caused, whether arising

under contract, tort (including negligence), statutory duty or otherwise including

(without limitation) loss of production, loss of or corruption to data, loss of

profits or of contracts, loss of operation time and loss of goodwill or anticipated

savings, even if the Licensor has been advised of their possibility.

10.3 The Licensor does not exclude any liability to the extent that it results from the

negligence of the Licensor or its employees for death or personal injury.

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10.4 The Licensor’s total liability (whether in contract, tort (including negligence),

statutory duty, or otherwise) under or in connection with this Agreement and any

other agreement with the Licensee relating to the Software or based on any

claim for indemnity or contribution will not exceed in aggregate a sum equal to

125% of the Licence Fee paid by you.

10.5 You agree that except as expressly provided in clauses 9 and 11 and this clause

10 the Licensor will not be under any liability of any kind whatever and however

caused arising directly or indirectly in connection with this Agreement. You

will indemnify the Licensor in respect of any third party claim for any injury,

loss, damage or expense occasioned by or arising directly or indirectly from

your possession, operation or use of the Licensed Materials except and in so far

as the Licensor is liable as expressly provided in this Agreement.

10.6 You acknowledge and agree that the allocation of risk contained in this clause

10 is reflected in the Licence Fee and is also a recognition of the fact that inter

alia, the Software cannot be tested in every possible combination and it is not

within the Licensor’s control how and for what purpose the Licensed Materials

are used by you.

11 INTELLECTUAL PROPERTY RIGHTS INDEMNITY

11.1 Subject to clause 10, the Licensor will indemnify you for its reasonable costs

and all damages awarded under any final judgment by a court of competent

jurisdiction or agreed by the Licensor in final settlement to the extent the

Software as used in accordance with this Agreement and the Documentation

infringes the copyright or other intellectual property rights (other than patents)

of any third party, provided that:

(a) such infringement is not caused by or contributed to by your acts other

than the use of the Software in accordance with this Agreement and the

Documentation;

(b) the Licensor is promptly notified in writing of the details of the claim;

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(c) the Licensor has sole control of the defence of such claim and all related

settlement negotiations; and

(d) you give the Licensor all reasonable assistance at the Licensor’s

reasonable expense in connection with such claim.

11.2 If at any time an allegation of infringement of any third party right is made, or in

the Licensor’s opinion is likely to be made, in respect of the Licensed Materials

the Licensor may at its own expense:

(a) obtain for you the right to continue using the Licensed Materials; or

(b) modify or replace the Licensed Materials so as to avoid infringement.

11.3 The Licensor will have no liability for any claim of infringement based on:

(a) use of other than the latest unaltered current release of the Software as

supplied to you;

(b) use or combination of the Software with equipment, programs or data not

supplied by the Licensor; or

(c) your refusal to use modified or replacement Licensed Materials supplied

or offered to be supplied pursuant to clause 11.2.

11.4 This clause 11 states the entire liability of the Licensor with respect to the

infringement or alleged infringement of any third party intellectual property

right of any kind by the Licensed Materials.

12 TERMINATION

12.1 The Licensor may terminate this Agreement with immediate effect by written

notice if you:

(a) expressly or impliedly repudiate this Agreement by refusing or

threatening to refuse to comply with any of the provisions of this

Agreement;

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(b) fail to comply with any of the provisions of this Agreement and (in the

case of a failure capable of being remedied) do not rectify such noncompliance

within 14 working days of the Licensor’s written notice of it;

(c) convene any meeting of creditors or pass a resolution for winding up or

suffer a petition for winding up;

(d) have an administrative receiver or receiver appointed over the whole or

part of your assets or suffer the appointment of an administrator; or

(e) being an individual commit any act of bankruptcy or compound with

your creditors or come to any arrangements with any creditors.

13 POST TERMINATION

13.1 On termination of this Agreement however caused your authorisation to use the

Licensed Materials will automatically cease and you undertake immediately to

cease to use the Licensed Materials and either return to the Licensor the

Licensed Material and all copies thereof, if requested by the Licensor, delete,

destroy or otherwise make permanently unusable the Licensed Materials and all

copies thereof within your control or possession.

13.2 Within 7 days of the date of termination, you shall through a director or other

officer certify to the Licensor in writing that you have fully complied with your

obligations under clauses 13.1.

13.3 Termination of this Agreement however caused will not affect the rights of

either party under this Agreement which may have accrued up to the date of

termination.

14 FORCE MAJEURE

Neither party will be liable for any delay in performing or failure to perform its

obligations (other than a payment obligation) under this Agreement due to any

cause outside its reasonable control. Such delay or failure will not constitute a

breach of this Agreement and the time for performance of the affected obligation

will be extended by such period as is reasonable.

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15 ASSIGNMENT

This Agreement is personal to you and you may not sub-licence, assign or

otherwise transfer your rights or obligations under this Agreement without the

prior written consent of the Licensor.

16 NOTICES

All notices which are required to be given under this Agreement will be in

writing. Any such notice may be delivered personally by first class pre-paid

letter or facsimile transmission and will be deemed to have been received:

(a) by hand delivery – at the time of delivery;

(b) by first class post – 48 hours after the date of mailing;

(c) by facsimile transmission – immediately on transmission provided a

confirmatory copy is sent by first class pre-paid post or by hand by the

end of the next business day.

17 SEVERABILITY

If any part of this Agreement is found by a court of competent jurisdiction or

other competent authority to be invalid, unlawful or unenforceable then such

part will be severed from the remainder of this Agreement which will continue

to be valid and enforceable to the fullest extent permitted by law.

18 WAIVER

No delay or failure by either party to exercise any of its powers, rights or

remedies under this Agreement will operate as a waiver of them nor will any

single or partial exercise of any such powers, rights or remedies preclude any

other or further exercise of them. Any waiver to be effective must be in writing.

The remedies provide in this Agreement are cumulative and not exclusive of any

remedies provided by law.

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19 ENTIRE AGREEMENT

19.1 This Agreement is the complete and exclusive statement of the agreement

between the parties relating to the subject matter of the Agreement and

supersedes all previous communications, representations and arrangements,

written or oral. You acknowledge that no reliance is placed on any

representation made but not embodied in this Agreement. The printed terms and

conditions of any purchase order or other correspondence and documents issued

by you in connection with this Agreement will not apply unless expressly

accepted in writing by the Licensor. Nothing in this Agreement shall exclude

any liability of the Licensor for fraudulent misrepresentation.

19.2 Except as otherwise permitted by this Agreement, no change to its terms will be

effective unless it is in writing and signed by persons authorised on behalf of

both parties.

20 GOVERNING LAW

This Agreement will be construed in accordance with and governed by the law

of England and Wales and each party agrees to submit to the exclusive

jurisdiction of the courts of England and Wales. Headings have been included

for convenience only and will not be used in construing any provision in this

Agreement.

MIsha 2006-08-19 08:29:20

the programme was nor downloaded

the programme was not downloaded!
I was not given the link to download it!
what kind of review do you want to get from me!?