ASTEROIDS BENCHMARKS END USER LICENSE AGREEMENT
THIS END USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN VIRTUAL ARTS LIMITED WITH REGISTERED ADDRESS AT ST JOHNS INNOVATION CENTRE, COWLEY ROAD CAMBRIDGE CB4 0WS, UK ("VIRTUAL ARTS") AND YOU ("LICENSEE").
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING, EXECUTING OR OTHERWISE USING THE SOFTWARE. ANY OF THE ABOVE ACTIONS SHALL BE DEEMED TO INDICATE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM AND AGREE TO BE LEGALLY BOUND BY THEM.
SHOULD YOU CHOOSE NOT TO ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT DO NOT DOWNLOAD, INSTALL, EXECUTE OR OTHERWISE USE THE SOFTWARE.
THE LICENSE GRANTED IN THIS AGREEMENT IS FOR PRIVATE, NON-COMMERCIAL USE ONLY: THE SOFTWARE IS LICENSED FOR PERSONAL AND NON-COMMERCIAL USE BY YOU TO TEST THE PERFORMANCE OF A DEVICE OWNED BY YOU OR UNDER YOUR CONTROL. NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE. IF YOU NEED A LICENSE FOR THE SOFTWARE FOR COMMERCIAL USE, PLEASE CONTACT
"Software" means the performance testing benchmark software made available online (through internet connection) by VIRTUAL ARTS under this Agreement.
"Use" means non-commercial use of the Software for benchmarking a device. Use expressly excludes any commercial use. Commercial use includes, but is not limited to, benchmarking by any entity for any purpose related to the development or marketing of any device or component.
Subject to the terms and conditions of this Agreement, VIRTUAL ARTS hereby grants LICENSEE a revocable, worldwide, non-exclusive, non-transferable, non-sublicensable, limited right and license to install and Use one copy of the Software in object or executable form subject to the terms of this Agreement.
LICENSEE shall NOT:
(a) use, copy, adapt, modify, or transfer copies of the Software (or authorize any person to do so) except as expressly permitted under this Agreement;
(b) reverse engineer, re-configure, modify, translate, decompile, disassemble or make derivative works based on the Software except and only to the extent that such activity is expressly permitted by applicable mandatory law notwithstanding this limitation; or
(c) sell, distribute, rent, lease, sublicense, transfer or assign the Software.
INTELLECTUAL PROPERTY RIGHTS
The Software (including its structure, sequence and organisation) is owned by VIRTUAL ARTS and is protected by copyright and other intellectual property laws and international treaties. The Software is licensed not sold. LICENSEE acquires no rights to the Software other than as expressly provided under this Agreement.
LICENSEE shall not remove from the Software any copyright notice or other notice.
LICENSEE shall keep any data which relates to the performance, efficacy, reliability or quality of the Software confidential and shall use reasonable efforts to maintain the confidentiality of the information and not disclose such information to any third party without the express written permission of VIRTUAL ARTS.
LICENSEE acknowledges and accepts that the results ("Test Results") generated by Use of the Software by LICENSEE:
(a) will be automatically uploaded to servers owned or controlled by VIRTUAL ARTS; and
(b) will be owned by VIRTUAL ARTS.
The Test Results may or may not be displayed on VIRTUAL ARTS's website at the sole discretion of VIRTUAL ARTS and VIRTUAL ARTS may display, remove or relocate the Test Results without providing any notice or reason to LICENSEE.
This Agreement shall remain in force until terminated by VIRTUAL ARTS or by LICENSEE in accordance with the terms of this Agreement.
Without prejudice to any other rights of VIRTUAL ARTS, if LICENSEE is in breach of any of the terms and conditions of this Agreement then VIRTUAL ARTS may terminate this Agreement immediately upon giving written notice to LICENSEE.
LICENSEE may terminate this Agreement at any time.
Upon termination of this Agreement by LICENSEE or by VIRTUAL ARTS, LICENSEE shall stop using the Software and confidential information and destroy all copies of the Software and confidential information in LICENSEE's possession.
DISCLAIMER OF WARRANTIES
LICENSEE AGREES THAT THE SOFTWARE IS LICENSED "AS IS" AND THAT VIRTUAL ARTS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS, EXPRESS, IMPLIED OR STATUTORY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VIRTUAL ARTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF USE OF THE SOFTWARE, LOSS OF DATA OR EQUIPMENT, THE COSTS OF RECOVERING THE SOFTWARE, DATA OR EQUIPMENT, THE COST OF SUBSTITUTE SOFTWARE, DATA OR EQUIPMENT AND CLAIMS BY THIRD PARTIES) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE WHETHER BASED ON A CLAIM UNDER CONTRACT, TORT OR OTHER LEGAL THEORY, EVEN IF VIRTUAL ARTS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE MAXIMUM LIABILITY OF VIRTUAL ARTS TO LICENSEE IN AGGREGATE FOR ALL CLAIMS MADE AGAINST VIRTUAL ARTS IN CONTRACT TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF; (A) THE TOTAL OF SUMS PAID BY LICENSEE TO VIRTUAL ARTS (IF ANY) UNDER THIS AGREEMENT; AND (B) £10.00. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THE LIMITION OF LIABILITY.
VIRTUAL ARTS does not seek to limit or exclude liability for death or personal injury arising from negligence or fraud and because some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages the above limitation relating to liability for consequential damages may not apply to LICENSEE.
This Agreement constitutes the entire agreement between LICENSEE and VIRTUAL ARTS relating to the Software and supersedes and replaces any prior or contemporaneous agreements between the LICENSEE and VIRTUAL ARTS regarding the Software.
The rights granted in this Agreement may not be assigned or transferred by the LICENSEE without the prior written approval of VIRTUAL ARTS.
If any clause or sentence in this Agreement is held by a court of law to be illegal or unenforceable the remaining provisions of this Agreement shall not be affected thereby.
The failure by VIRTUAL ARTS to enforce any of the provisions of this Agreement, unless waived in writing, shall not constitute a waiver of the right of VIRTUAL ARTS to enforce such provision or any other provision of this Agreement in the future.
LICENSEE acknowledges that LICENSEE has the authority to enter into this Agreement and LICENSEE further acknowledges and agrees that this Agreement constitutes a valid and legally binding obligation on the part of the LICENSEE.
This Agreement is governed by and construed in accordance with the laws of England and Wales.