IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE DOWNLOADING ANY SOFTWARE FROM THIS PAGE

1. In consideration of you agreeing to abide by the terms of this Agreement, the Licensor hereby grants to you a non-exclusive, non-transferable license to use the Software and derivations or variations of the Software on the terms of this Agreement.
2. You may download, install, use, modify, vary, and adapt the Software.
3. Except as expressly set out in this Agreement or as permitted by any mandatory law, you undertake:
   1. not to copy the Software or except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
   2. to include the copyright notice of the Licensor on all entire and partial copies you make of the Software or any variations or derivation of the Software on any medium;
   3. not to sublicense the Software or variations or derivations of the Software to any person without NEC's written consent.
4. You acknowledge that all intellectual property rights in the Software, and any modifications, or variations thereto, anywhere in the world belong to NEC, or its licensors, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software other than the right to use them in accordance with the terms of this Agreement.
5. Nothing in this Agreement shall exclude or in any way limit the Licensor's liability for fraud, or for death or personal injury caused by its negligence or any other liability to the extent that it may not be excluded or limited as a matter of law.
6. Subject to clause 5 the Licensor shall not be liable under, or in connection with, this Agreement or any collateral contract for:
   1. loss of income;
   2. loss of business profits or contracts;
   3. business interruption;
   4. loss of the use of money or anticipated savings;
   5. loss of information;
   6. loss of opportunity, goodwill or reputation;
   7. loss of, damage to or corruption of data; or
   8. any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.
7. Subject to clauses 5 and 6, the Licensor's maximum aggregate liability under or in connection with this Agreement, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to a sum of £ 100.
8. This Agreement sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Software. The Software is provided "as is", and there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Agreement. Any condition, warranty, representation or other term concerning the supply of the Software which might otherwise be implied into, or incorporated in, this Agreement, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
9. The Licensor may terminate this Agreement on giving you not less than 28 days written notice, or may terminate this Agreement immediately by written notice to you if:
   1. You commit a material or persistent breach of this Agreement which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; or
   2. You undergo a change of control.
10. Upon termination for any reason:
    1. all rights granted to you under this Agreement shall cease;
    2. you must cease all activities authorised by this Agreement;
    3. you must immediately delete or remove the Software or derivations or variations thereto from all computer equipment in your possession, and immediately destroy or return to the Licensor (at the Licensor's option) all copies of the Software, or derivations or variations thereto, then in your possession, custody or control and, in the case of destruction, certify to the Licensor that you have done so.
11. You may not transfer, assign, charge or otherwise dispose of this Agreement, or any of your rights or obligations arising under it, without our prior written consent.
12. We may transfer, assign, charge, sub-contract or otherwise dispose of this Agreement, or any of our rights or obligations under it, at any time during the term of the Agreement.
13. All notices given by you to us must be given to NEC Europe Limited via e-mail at barbara.mattern@nw.neclab.eu. We may give notice to you at either the e-mail or postal address you provided to us when registering to download the Software. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
14. This Agreement and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Software and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
15. A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
16. NEC reserves the right to change this Agreement at any time without prior notice. NEC will notify you of any such change or by posting an updated version of this agreement online. By clicking on the "Accept" button at the bottom of an updated version you will agree to the terms of the varied version which will bind you and your employees.
17. This Agreement is governed by English law. Any dispute arising from, or related to, any term of this Agreement shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.