VITA NUOVA COMMERCIAL DEVELOPER LICENCE
22 April 2003
IMPORTANT NOTICE - READ CAREFULLY: This Licence Agreement
(``LICENCE'') is a legal agreement between you as an indi-
vidual person or organisation (``YOU'') and Vita Nuova Hold-
ings Limited (``VITA NUOVA'') (having an office at 3 Innova-
tion Close, York Science Park, University Road, York England
YO10 5ZF), for all or any portion of the software product
accompanying this LICENCE (or obtained electronically for
use under this LICENCE), which includes computer software in
binary and source code form, other information and documen-
tation (``LICENSED SOFTWARE'').
By copying (except for the sole purpose of making a backup
copy), using, modifying, or distributing all or part of YOUR
copy of the LICENSED SOFTWARE YOU accept all the terms and
conditions of this LICENCE.
Subject to the restrictions and conditions in Clause 2 below
and to third party intellectual property claims YOU MAY for
commercial or non-commercial purposes on a world-wide, non-
exclusive and perpetual basis (subject to Clause 3):
1.1. make ADAPTATIONS of the LICENSED SOFTWARE in binary or
source code form. ADAPTATIONS means any work (ie
code, document, etc) based on the LICENSED SOFTWARE or
any part of it, for example (i) any work incorporating
the LICENSED SOFTWARE or any part of it, (ii) any work
incorporating any modified form of the LICENSED SOFT-
WARE or any part of it (eg where the LICENSED SOFTWARE
is rewritten in a different computer language or con-
verted to operate on a different type of CPU), or
(iii) any work otherwise covered by any of VITA
NUOVA's or any third party's intellectual property
rights in the LICENSED SOFTWARE.
1.2. use and copy the LICENSED SOFTWARE and/or ADAPTATIONS
in binary or source code form provided that each copy
of the LICENSED SOFTWARE and ADAPTATIONS shall retain
all existing copyright notices in files and directo-
ries. Where non-trivial extracts are taken from the
LICENSED SOFTWARE YOU must ensure the extracts contain
appropriate copyright notices based on the existing
copyright notices pertaining to the files and/or
directories from which the extracts were taken includ-
ing a reference to this LICENCE.
1.3. distribute the LICENSED SOFTWARE or ADAPTATIONS in
binary form provided that for each distribution YOU
have purchased from VITA NUOVA a valid runtime permit
for the LICENSED SOFTWARE.
1.4. choose to offer and to make a charge for support, war-
ranties, indemnity or liability obligations (``Addi-
tional Terms'') provided always that YOU may only
offer such Additional Terms on YOUR own behalf and as
YOUR exclusive responsibility and not on behalf of
VITA NUOVA. If YOU offer Additional Terms YOU must
offer them under an agreement of YOUR own separate
from this one and YOU hereby agree to indemnify,
defend hold harmless VITA NUOVA its servants and
agents for any liability arising directly or indi-
rectly as a result of any such Additional Terms.
1.5. use, copy, modify or distribute the LICENSED SOFTWARE
under the separate terms and conditions of the Vita
Nuova Liberal Source Licence in effect at the time
("LIBERAL LICENCE")
All rights not specifically and expressly granted under this
LICENCE are reserved by VITA NUOVA. Notwithstanding Clause
1 above YOU MAY NOT:
2.1. distribute copies of any source code in the LICENSED
SOFTWARE to other individuals or organisations outside
YOUR organisation except where the distribution is
under the terms of the LIBERAL LICENCE
2.2. allow distribution of more binary copies of the
LICENSED SOFTWARE than the number of runtime permits
purchased by YOU from VITA NUOVA except where that
distribution is under the terms of the LIBERAL LICENCE
2.3. allow use of the source code of the LICENSED SOFTWARE
by more individuals than the number of developer seats
purchased by YOU from VITA NUOVA except when that use
is under the terms of the LIBERAL LICENCE
2.4. use the ``Inferno®'', ``Styx®'', ``Dis®'' and
``Limbo®'' trade marks without the following trade
mark notice-``Inferno®, Styx®, Dis® and Limbo® are the
registered trade marks of Vita Nuova Holdings Lim-
ited''.
2.5. use the ``Inferno®'', ``Styx®'', ``Dis®'' and
``Limbo®'' trade marks other than in relation to the
LICENSED SOFTWARE and/or ADAPTATIONS of the LICENSED
SOFTWARE.
3.1. This LICENCE is effective until terminated. Without
prejudice to any other rights, VITA NUOVA has the
option to terminate this LICENCE by written notice if
YOU fail to comply with any term or condition of this
LICENCE. Further, YOU agree upon any termination of
this LICENCE to cease to use the LICENSED SOFTWARE in
any manner whatsoever and to certify in writing to
VITA NUOVA that YOU have done so.
4.1. The LICENSED SOFTWARE is protected by copyright law
and international treaty provisions. YOU acknowledge
that all rights, title and interest (including but
without limitation all intellectual property rights)
in the LICENSED SOFTWARE will remain the exclusive
property of VITA NUOVA or its suppliers, and YOU will
not acquire any rights to the LICENSED SOFTWARE other
than those expressly set out in this LICENCE. VITA
NUOVA and its suppliers reserve all rights not
expressly granted to YOU, and no other licences are
granted or implied.
4.2. YOU acknowledge that title and ownership of the
``Inferno®'',``Styx®'', ``Dis®'' and ``Limbo®'' trade
marks, including any associated common law rights,
rests with VITA NUOVA.
4.3. Subject to Clause 4.1 above, YOU shall own all rights
title and interest in any intellectual property rights
resulting from YOUR creation of ADAPTATIONS and addi-
tions to the LICENSED SOFTWARE.
Except as otherwise provided by separate written agreement:
5.1. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW
VITA NUOVA PROVIDES THE LICENSED SOFTWARE ON AN ``AS
IS'' BASIS AND DOES NOT WARRANT OR REPRESENT THAT THE
LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT
THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNIN-
TERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE
LICENSED SOFTWARE WILL BE CORRECTED. THE LICENSED
SOFTWARE MAY CONTAIN IN WHOLE OR IN PART PRE-RELEASE,
UNTESTED OR NOT FULLY TESTED SOFTWARE. YOU EXPRESSLY
AGREE THAT THE USE OF THE LICENSED SOFTWARE OR ANY
PORTION THEREOF IS AT YOUR SOLE AND ENTIRE RISK. THE
LICENSED SOFTWARE IS PROVIDED WITHOUT UPGRADES OR SUP-
PORT OF ANY KIND AND VITA NUOVA AND ITS SUPPLIERS DIS-
CLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND/OR
CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY
AND FITNESS FOR A PARTICULAR PURPOSE AND NON-
INFRINGEMENT OF THIRD PARTY RIGHTS, WITH REGARD TO THE
LICENSED SOFTWARE AND THE ACCOMPANYING WRITTEN MATERI-
ALS.
5.2. NOTHING IN THIS LICENCE LIMITS VITA NUOVA'S LIABILITY
TO YOU IN THE EVENT OF DEATH OR PERSONAL INJURY
RESULTING FROM THE NEGLIGENCE OR WILFUL DEFAULT OF
VITA NUOVA.
6.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN
NO EVENT SHALL VITA NUOVA OR ITS SUPPLIERS BE LIABLE
FOR ANY DAMAGES OR LOSS WHATSOEVER INCLUDING BUT NOT
LIMITED TO DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL
LOSS OR DAMAGE, AND LOSS OF BUSINESS AND/OR PROFITS,
LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION OR DATA, OR ANY OTHER FINANCIAL LOSS ARIS-
ING OUT OF THE USE OF OR THE INABILITY TO USE THE
LICENSED SOFTWARE AND/OR ANY ADAPTATIONS, EVEN IF VITA
NUOVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAM-
AGES. IN ANY CASE, VITA NUOVA'S AND ITS SUPPLIERS'
ENTIRE LIABILITY UNDER THIS LICENCE SHALL BE LIMITED
TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE LICENSED
SOFTWARE.
7.1. VITA NUOVA enters into this LICENCE on the basis that
YOU are the sole beneficiary of any commercial gain
from the use and exploitation of the LICENSED SOFTWARE
and ADAPTATIONS under this LICENCE.
7.2. YOU may not assign or transfer (by operation of law or
otherwise) this LICENCE or any licences or rights pro-
vided by this LICENCE without VITA NUOVA's prior writ-
ten consent.
8.1. YOU agree that the laws of England shall apply to any
dispute arising from this LICENCE. YOU agree for the
benefit of VITA NUOVA that the Courts of England have
exclusive jurisdiction to hear and decide any suit,
action or proceedings (``Proceedings''), and to settle
any disputes, which may arise out of or in connection
with this LICENCE and, for these purposes YOU irrevo-
cably submit to the jurisdiction of the English
Courts.
8.2. The submission to the jurisdiction of the English
Courts does not limit VITA NUOVA's right to take any
Proceedings in any one or more jurisdictions, nor does
the taking of Proceedings by VITA NUOVA in any one or
more jurisdictions preclude VITA NUOVA taking Proceed-
ings in another jurisdiction if and to the extent per-
mitted by applicable law.
9.1. This is the entire agreement between YOU and VITA
NUOVA which supersedes any prior agreement or under-
standing whether written or oral relating to the sub-
ject matter of this LICENCE.
9.2. YOU will in all YOUR dealings with the LICENSED SOFT-
WARE and any ADAPTATIONS act as an independent con-
tractor. Nothing in this LICENCE will be construed as
creating an agency, partnership, or any other legal
association between YOU and VITA NUOVA and YOU will
not represent that YOU have any authority to assume or
create any obligation express or implied on behalf of
VITA NUOVA.
9.3. A person who is not a party to this LICENCE shall have
no rights pursuant to the Contracts (Rights of Third
Parties) Act 1999 (the ``Act'') to enforce any term of
this LICENCE provided that a person who is the lawful
successor to or permitted assignee of the rights of a
party is considered to be a party to this LICENCE.
Any right or remedy of a third party which exists or
is available apart from the Act is not affected.
