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Licence agreement

IMPORTANT - PLEASE READ CAREFULLY

RENISHAW - PRODUCT LICENCE

Licensee: you, the person, firm or company accepting the terms of this Licence

Renishaw: Renishaw plc, New Mills, Wotton-under-Edge, Gloucestershire, GL12 8JR, United Kingdom

Product: this software including all modules and components, manuals and any software protection devices incorporated within or issued with it

Licence to Use: a non-exclusive, non-transferable licence to use the Product on a single installation at any one time with a Renishaw software protection device for Licensee's evaluation purposes only, on the terms set out in this Licence to Use

Licence Period: the period of 90 days commencing on the date the Licensee accepts the terms of this Licence to Use (or such longer period as Renishaw may, on Licensee's application, agree in writing, which agreement may be granted subject to such terms and conditions, including as to payment, as Renishaw shall in its absolute discretion determine)

Evaluation: evaluation of the Product to determine suitability for use by Licensee to develop software for Licensee's applications

Renishaw grants the Licensee a Licence to Use the Product for the Licence Period free of charge, on condition that the Licensee accepts the following terms and conditions:

1. TITLE AND RIGHTS

1.1 All rights in and title to the Product, together with all copyright and other proprietary rights therein, are and shall remain vested in Renishaw and its licensors.

1.2 Nothing in this Licence to Use shall be construed as granting to the Licensee any rights, including any assignment or licence of any intellectual property rights, in the Product, save for the Licence to Use expressly granted in, and subject to the terms of, paragraph 2.

1.3 Nothing in this Licence to Use shall be construed as imposing on Renishaw or its licensors any obligation to enter into any transaction, agreement or licence with Licensee in relation to the Product, save for the Licence to Use expressly granted in, and subject to the terms of, paragraph 2.

2. CONDITIONS OF THE LICENCE TO USE

2.1 Licensee shall use the Product during the Licence Period for the purposes of Evaluation only, which expressly excludes use of the Product for any commercial or production purposes.

2.2 Licensee shall not remove or modify any licence and copyright notices, labels or marks contained in the Product.

2.3 Licensee shall not:

2.3.1 make any copies of the Product except as permitted by applicable law;

2.3.2 modify, adapt, alter, translate or create derivative works of the Product, except as permitted by law;

2.3.3 merge the Product with any other software, except as approved in writing by Renishaw;

2.3.4 sub-licence, distribute, sell, use for application service provider services (being services offered on-line, through the Internet or as enterprise versions offered on corporate intranets, allowing end-users to access and/or use application software functionality on the Internet or on a corporate server in the case of enterprise versions, on a one task at a time or subscription basis), use for service bureau use, use as concurrent use, lease, rent, loan or otherwise transfer the Product or any rights therein to any third party;

2.3.5 expose or disclose the Product';s application program interface (API), direct interface or any other of the internal interfaces of the Product to any third party; or

2.3.6 otherwise use or copy the Product, except as permitted by this Licence to Use.

2.4 Licensee shall not reverse engineer, decompile or modify the Product or extract any components for use with other software separately from the Product.

2.5 Licensee shall not export the Product in contravention of United Kingdom or United States export control laws or regulations or any other export control laws or regulations which may apply. If Licensee intends to export or re-export the Product after receipt from Renishaw (including deemed exports), Licensee shall request and obtain all necessary licences for the use and/or export of the Product from the appropriate regulatory authorities.

2.6 Licensee shall permit reasonable auditing and tracing of copies of the Product by Renishaw or its licensors.

2.7 The use of the Product shall be controlled by the use of Renishaw's software protection device and the Licensee agrees not to interfere with, circumvent or in any way modify or avoid such device, or attempt to do so. Renishaw may terminate this Licence to Use immediately by written notice if Licensee breaches this condition.

2.8 Licensee acknowledges that parts of this Product have been licensed from third parties as stated in the copyright notices set out in the Product.

3. NO WARRANTY AND LIMITATION OF LIABILITY

3.1 THE PRODUCT IS LICENSED “AS IS” AND RENISHAW GIVES NO WARRANTIES, REPRESENTATIONS OR ASSURANCES RELATING TO THE PRODUCT, INCLUDING ITS MERCHANABILITY OR FITNESS FOR PURPOSE AND ALL SUCH TERMS AND CONDITIONS AS MAY BE IMPLIED BY LAW ARE EXCLUDED. IN PARTICULAR, NO WARRANTY IS GIVEN THAT THE PRODUCT IS BUG OR ERROR-FREE.

3.2 THE EXCLUSION OF WARRANTIES, REPRESENTATIONS OR ASSURANCES SET OUT IN PARAGRAPH 3.1 APPLIES FOR THE BENEFIT OF RENISHAW'S LICENSORS WHO DISCLAIM ALL LIABILITY IN RELATION TO THE PRODUCT. RENISHAW'S LICENSORS SHALL BENEFIT FROM THE TERMS OF THIS LICENCE TO USE AS IF A PARTY TO IT.

3.3 LICENSEE AGREES THAT RENISHAW'S LIABILITY AND LICENSEE'S SOLE AND EXCLUSIVE REMEDY AGAINST RENISHAW WHETHER IN CONTRACT, NEGLIGENCE, OR OTHERWISE IS, AT RENISHAW'S OPTION, (A) CORRECTION OR REPLACEMENT OF THE PRODUCT, OR (B) IF RENISHAW IS UNABLE TO CORRECT OR REPLACE THE PRODUCT, TERMINATION OF THIS LICENCE TO USE.
3.4 UNDER NO CIRCUMSTANCES SHALL RENISHAW BE LIABLE FOR:

3.4.1 ANY CLAIM OR LOSS, INCLUDING LOSS OF PRODUCTION, LOSS OF DATA, PROGRAMS, SOFTWARE, DELAYS, INACCURATE OUTPUT, RE-RUNTIME, LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF CONTRACT, LOSS OF SALES, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF GOODWILL, LIABILITY UNDER ANY OTHER AGREEMENT OR LIABILITY TO THIRD PARTIES; OR

3.4.2 ANY INDIRECT OR CONSEQUENTIAL LOSS.

3.5 RENISHAW DOES NOT EXCLUDE LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY RENISHAW'S NEGLIGENCE.

3.6 BY ACCPETING THE TERMS OF THIS LICENCE TO USE, LICENSEE AGREES WITH RENISHAW THAT THESE LIMITATIONS OF LIABILITY ARE REASONABLE.

4. CONFIDENTIAL INFORMATION

4.1 For the purposes of this paragraph, “Confidential Information” means Renishaw's non-public information, which may consist of software (including source and object code), technical data, inventions, processes, techniques, designs, business plans, product plans and any other non-public business or technical information. Confidential Information includes the Product and any security or enabling codes or protection mechanisms for the Product and all components of the Product that have been licensed by Renishaw from third parties

4.2 During the Licence Period and for a period of five (5) years thereafter, the Licensee:

4.2.1 shall keep the Confidential Information confidential and use at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable degree of care to avoid disclosure;

4.2.2 shall not disclose the Confidential Information to any persons, except those of its officers and employees who have a need to know the same for the use of the Product for Evaluation and provided Licensee procures compliance by such officers and employees with its obligations in this paragraph 4.2 and remains responsible to Renishaw for any breach by such officers and employees of such obligations;

4.2.3 shall promptly report any impermissible disclosure or use of any Confidential Information to Renishaw;

4.2.4 shall use the Confidential Information only as contemplated in this Licence to Use. Upon Renishaw's reasonable request the Licensee shall provide Renishaw with written evidence of its compliance with this paragraph.

4.3 The non-disclosure and non-use obligations set out in paragraph 4.2 above shall not apply to information that the Licensee can demonstrate through competent written proof is:

4.3.1 already in the possession of the Licensee without any obligation of confidentiality at the time the information was received from Renishaw;

4.3.2 or becomes publicly available without breach of paragraph 4.2 by the Licensee;

4.3.3 independently developed by the Licensee without reference to any Confidential Information;

4.3.4 rightfully received by the Licensee from a third party without an obligation of confidentiality; or

4.3.5 released for disclosure by Renishaw by written consent.

In addition, the Licensee will be permitted to disclose Confidential Information solely to the extent that such disclosure is required by applicable law or by the order of a competent court or similar judicial or administrative body, provided that the Licensee, where reasonably practical to do so, notifies Renishaw of such required disclosure promptly and in writing prior to disclosure and cooperates with Renishaw, at Renishaw's reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

5. TERMINATION

5.1 This Licence to Use shall automatically determine on the expiry of the Licence Period unless, prior to such expiry, Renishaw has agreed in writing to extend the Licence Period, in which case the Licence Period shall automatically determine at the expiry of any such extended Licence Period.

5.2 Renishaw shall have the right to terminate this Licence to Use immediately by written notice to the Licensee if the Licensee fails to comply with any of these terms and conditions.

5.3 Licensee may terminate this Licence to Use immediately by written notice to Renishaw at any time.

5.4 Upon expiry or termination of this Licence to Use, Licensee shall immediately cease use of the Product and remove the Product from its systems.

5.5 The expiry or termination of this Licence to Use shall be without prejudice to any rights accrued to Renishaw under this Licence to Use prior thereto and paragraphs 1, 3, 4, 5, 6 and 7 shall survive such expiry or termination.

6. STATEMENT CONCERNING UNITED STATES GOVERNMENT USERS

This Product is commercial computer software and commercial computer software documentation (as used in 48 CFR 12.212 and 48 CFR 227.7202-1 to 227.7202-4) that has been developed exclusively at private expense. If this Product is acquired directly or indirectly on behalf of a unit or agency of the United States Government under the terms of (i) a United States Department of Defense contract, then pursuant to DOD FAR Supplement 227.7202-3(a) and/or FAR 12.212, FAR 52.227-19, the United States Government shall only have the rights set forth in this Licence to Use; or (ii) a civilian agency contract, then use, reproduction, or disclosure is subject to the restrictions set forth in FAR clause 27.405(b)(2)(i), entitled Acquisition of Existing Computer Software, and any restrictions in the agency's FAR supplement and any successor regulations thereto, and the restrictions set forth in this Licence to Use.

7. GOVERNING LAW AND OTHER PROVISIONS

7.1 This Licence to Use (including all contractual and non-contractual obligations arising out of it) is/are governed by English law and the parties submit to the exclusive jurisdiction of the English courts for all purposes in connection with this Licence to Use.

7.2 This Licence to Use constitutes the entire agreement between the parties, and supersedes any previous agreements between the parties, relating to its subject matter and Licensee acknowledges and agrees that it has not relied on any warranties, representations or assurances, including any negligence misrepresentation, given by Renishaw or its licensors in entering into this Licence to Use. Nothing in this paragraph shall exclude any liability for fraudulent misrepresentation.

7.3 All rights and remedies of Renishaw under this Licence to Use are cumulative and in addition to any rights and remedies it may have in law or in equity. Any failure or delay by Renishaw in exercising any right or remedy under this Licence to Use or at law or in equity shall not constitute a waiver of that right or remedy or preclude any further or other exercise of that or any other right or remedy.

7.4 Licensee may not assign or otherwise transfer any of its rights or obligations under this Licence to Use, which rights and obligations are personal to the Licensee. Licensee may not modify or amend the terms of this Licence to Use without Renishaw's written consent. Nothing in this Licence to Use creates a partnership or relationship of principal and agent or other fiduciary relationship between Renishaw and Licensee.

What now?

If you have everything you need, please download the trial software. If you require more information, read on to learn more about the GML features, its architecture and how Renishaw use it. For anything else, including pricing queries, email us at gmlsupport@renishaw.com or call us on +44 (0)1453 524990.