DYALOG LIMITED (“DYALOG LTD.”)

SOFTWARE LICENCE AGREEMENT

INTRODUCTION:

PLEASE READ THIS LICENCE AGREEMENT CAREFULLY. IT FORMS THE AGREEMENT UNDER WHICH YOU ARE PERMITTED TO USE THE SOFTWARE (AS DEFINED BELOW).

BY OPENING THIS PACKAGE (OR, AS APPROPRIATE, CHECKING THE ON-SCREEN ACCEPTANCE BOX) YOU ARE AGREEING TO ACCEPT AND BE BOUND BY THIS LICENCE AGREEMENT. THE TERMS SET OUT BELOW CANNOT BE VARIED UNLESS SUCH VARIATION IS AGREED TO IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF DYALOG LTD..

In order to preserve and protect its rights under applicable Law, DYALOG LTD. does not sell any rights in its software. Rather DYALOG LTD. grants the right to use its software by means of a software licence. DYALOG LTD. specifically retains title to all DYALOG LTD. computer software and you are solely granted a non-exclusive licence to use such software strictly on the terms and conditions set out below.

AGREEMENT:

1.  Definitions

1.1  “DYALOG LTD.” means Dyalog Limited of South Barn, Minchens Court, Minchens Lane, Bramley
Hampshire RG26 5BH United Kingdom or such other address as it may designate from time to time

1.2  “You” means the Person who has purchased a licence to use the Software on the terms set out in this Licence Agreement (and “Your” shall be construed accordingly)

1.3  " Software" means the development version of the computer programming language known as “Dyalog” used by You (including any upgrades referred to in 2.3 below)

1.4  “Computer” means the single computer on which You are authorised to use the Software

1.5  “Fees” means the purchase price of the Software and such annual or other fees as are specified by DYALOG LTD. for use of the Software from time to time

1.6  “Person” includes any natural or legal person

2.  The Licence

2.1 In consideration of the payment by You of the Fees DYALOG LTD. hereby grants and You hereby accept on the terms of this Licence Agreement a non-exclusive licence to use the Software on the Computer. DYALOG LTD. hereby reserves all rights not expressly granted to You.

2.2 The rights granted to You are strictly personal and You agree not to:

2.2.1 allow any other Person to use the Software without DYALOG LTD.'s express written permission; and/or

2.2.2 otherwise transfer, assign, rent, lease, charge, sell or otherwise dispose of, or part with possession of, the Software (whether on a temporary or permanent basis).

2.3 Provided that You pay the Fees as demanded then You shall be entitled to:

2.3.1 use the Software for commercial purposes as detailed in 2.4 below;

2.3.2 support from DSS (the Dyalog Support Service) in accordance with DYALOG LTD.'s applicable terms and conditions from time to time; and

2.3.3 such upgrades to the Software as DYALOG LTD. may release from time to time.

2.4 Subject to timely payment of the Fees You shall be entitled to distribute applications developed using the Software in accordance with the type of Licence purchased by You (please see DYALOG LTD's web-page on www.dyalog.com for details). NO RESPONSIBILITY FOR ANY SUCH APPLICATIONS CAN BE ACCEPTED BY DYALOG LTD. AND YOU SHALL INDEMNIFY DYALOG LTD. FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS AND EXPENSES ARISING AS A DIRECT OR INDIRECT RESULT OF THE DISTRIBUTION OF ANY SUCH APPLICATIONS.

3. Copying and Other Restrictions

3.1 The Software (and any accompanying software or written materials) are the subject of copyright. Any copying of the Software (or other materials as aforesaid), whether by You or with your consent, is strictly prohibited and may result in copyright infringement proceedings being taken against You. Subject to the foregoing you may make two (2) copies of the Software solely for back-up purposes.

3.2 You may physically transfer the Software from one computer to another provided that it is used on one computer at a time. However, You may not:

3.2.1 transfer the Software from one computer to another over a network; and/or

3.2.2 (except as may otherwise be permitted by any applicable Law) translate, adapt, vary, modify, disassemble, decompile or reverse engineer the Software without DYALOG LTD's prior written consent.

4. Intellectual Property

4.1 If any claim is brought by any Person alleging that the use of the Software infringes any intellectual property right, DYALOG LTD. shall seek to resolve the claim, either by means of alternative arrangements for the use of the Software or by obtaining permission to use the intellectual property in question. HOWEVER, DYALOG LTD. SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING AS A RESULT OF ANY SUCH CLAIM.

5. Termination

5.1 This Licence Agreement (and Your right to use the Software) shall terminate forthwith without notice from DYALOG LTD. in the event that:

5.1.1 You are in breach of any of the terms of this Licence Agreement (including any failure to pay any Fees); or

5.1.2 You are made subject to any insolvency (or, as appropriate, any bankruptcy) proceedings in the courts of the country where You are domiciled or resident.

5.2 Forthwith on termination of this Licence Agreement for any reason You shall (at your own expense) return to DYALOG LTD. any copies of the Software in your possession or under your control (or, at DYALOG LTD.'s direction, destroy the same).

6. Confidentiality

6.1  The Software and all other materials and information relating thereto shall be strictly retained under Your control as confidential materials. You undertake (both during the term of this Licence Agreement and after its termination or expiry) to take all reasonable precautions to maintain the confidentiality of the Software including all ancillary materials or information.

7. Warranties/Exclusions

7.1 DYALOG LTD. warrants that any media on which the Software is supplied shall be free from defects for a period of thirty (30) days from the date of acceptance of the terms of this Licence Agreement by You.

7.2 Subject to 7.1 above, and as may otherwise be set out in any written specification, the Software (and any written materials supplied) is provided “As Is” and no warranty, condition, undertaking or term, express or implied, statutory or otherwise, as to the condition, performance, quality or fitness for purpose of the Software is given by DYALOG LTD. and all such are excluded to the fullest extent permitted by Law.

7.3 Without prejudice to 7.2 above, DYALOG LTD.'s maximum liability in any event for all claims made under or in respect of matters arising out of this Licence Agreement however arising shall not exceed a sum equivalent to 2 x the total of all Fees paid by You at that time.

7.4 Under no circumstances will DYALOG LTD. be liable for any loss of profits, loss of anticipated savings, loss of revenue, loss of data, loss of goodwill or any other type of special, consequential or indirect loss or damage.

7.5 Nothing in the foregoing shall limit DYALOG LTD's liability in relation to death or personal injury, fraud or any other matter in relation to which liability cannot be excluded by Law. Your statutory rights (if any) are not affected.

8. Governing Law

8.1 This Licence Agreement shall in all respects whatsoever (including formation and interpretation) be governed by the Laws of England and the Courts of England shall have jurisdiction in relation to any dispute arising under or in connection with it.