Code License managed by elib, submitted on 2015/09/16.
IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE DOWNLOADING THIS SOFTWARE:
licence agreement (the “
”) is a legal agreement between you (the “
” or “
Scott Logic Limited (Company Number: 05377430) of 3rd Floor, 1 St James’ Gate, Newcastle upon Tyne,
United Kingdom, NE1 4AD (the “
” or “
” or “
”) for the use of our ShinobiControls software
product, in object code form (the “
”) which includes computer software, together with any data,
media, printed materials and electronic documentation (the “
”) which is supplied with it.
The minimum requirements for use of the Software are detailed in the table below:
Minimum Required API Version
9.0 (2.3 Gingerbread)
By clicking on the “I AGREE” checkbox below or by downloading or using this Software, you are agreeing
to the terms of this Agreement which will bind you and your employees. If you do not agree to the terms
of this Agreement, we are unwilling to license the Software to you and you must not download or use the
If the Licensee has opted for a free trial of the Software, the Licensor grants to the
Licensee a limited, non-exclusive, non-transferable licence to permit a single Licensed
Developer (as defined in Clause 2.2) to use the Software free-of charge for a period of thirty
(30) days from the date that the Software was downloaded (the “Trial Period”) solely for the
purpose of carrying out an internal evaluation of the Software to determine whether the
Licensee wishes to purchase a full licence of the Software.
The licence granted under Clause 1.1 shall terminate automatically at the end of the Trial
Period and the Licensee must make no further use of the Software thereafter, without
purchasing a full licence of the Software.
The Licensee may only benefit from one free trial of the Software. If the Licensee wishes to
benefit from additional free trials it must contact the Licensor to request this and Licensor may
(in its absolute discretion) decline or agree to any such request. If the Licensor discovers that
the Licensee has benefitted from more than one free trial, without obtaining the Licensor’s prior
written consent, the Licensor reserves the right to charge the Licensee the applicable licence
fee for the Software in full.
The Licensee acknowledges that the trial version of the Software may have limited or
restricted functionality and that the Licensor shall be under no obligation to provide technical
support in relation to the trial version of the Software.
If the Licensee has purchased a full licence of the Software, provided that the Licensee has
paid the applicable licence fee in full, the Licensor grants to the Licensee, perpetual, non-
exclusive, non-transferable licence to do the following:
download and store a copy of the Software and Documentation on the Licensee’s
own internal computer systems; and
permit the Licensee’s Licensed Developers (as defined in Clause 2.2 below) to use
the Software in connection with the development of the Licensee’s own software
applications (“Licensee Applications”); and
publish or redistribute relevant parts of the Software in object code form only and
only as a fully integrated part or component of a complete Licensee Application.
The Licensee must purchase a separate licence for each of its developers who are
permitted to use the Software in accordance with Clause 2.1.2 above. Each licence purchased
enables the Licensee to permit a single named developer who is employed by the Licensee or
working as a contractor for the licence (a “Licensed Developer”) to use the Software to develop
Licensee Applications for the Licensee. Each Licensed Developer working directly with the
Software must hold a licence. The Licensee agrees to keep up to date records of all Licensed
Developers who it has permitted to use the Software and to make such records available to the
Licensor on request. The Licensee also agrees to ensure that all Licensed Developers, who it
permits to use the Software, comply with the terms and conditions of this Agreement.
Except as expressly set out in Clause 2.1 and Clause 2.2 above no other rights or licences
to use the Software or Documentation are granted to the Licensee under the terms of this
Agreement. In particular, but without limitation, the Licensee may not redistribute or transfer
the Software, other than as part of a bona fide complete Licensee Application and the Licensee
may not (without the Licensor’s prior written consent) do the following:
Use the Software to develop any Licensee Application which is directly or indirectly
competitive with the Software, or publish or redistribute any part of the Software as part
of such a product; or
Use the Software to develop any Licensee Application which does not contain
significant value added features, or publish or redistribute any part of the Software as
part of such a product.
If the Licensee redistributes the Software (or any part thereof) as part of a Licensee
Application it agrees that the Licensee Application must be made available under the terms of
an end user licence agreement which, to the maximum extent permitted by law;
prohibits the end user from modifying, disassembling, decompiling or reverse
engineering the Software;
prohibits the end user from using or distributing the Software other than as part of
the Licensee Application; and
disclaims on behalf of Scott Logic Limited all warranties in respect of the Software
and all liability in respect of any losses which may arise from the end user’s use of the
If the Licensee wishes to use the Software in ways which are not permitted by this Clause 1
or the terms and conditions of this Agreement, it must obtain the Licensor’s prior written
permission. The Licensor may (in its absolute discretion) grant the Licensee such permission
Except as expressly set out in this Agreement or as permitted by any local law, the Licensee
not to copy the Software or Documentation except where such copying is
incidental to or strictly necessary for the licensed use of the Software or where it is
necessary for the purpose of back-up or operational security;
not to rent, lease, sub-license, loan, sell, resell, translate, merge, adapt, vary modify
the Software or Documentation except to the extent expressly permitted under Clause
not to make alterations to, or modifications of, the whole or any part of the
not to disassemble, de-compile or reverse engineer nor attempt to do any such
things except to the extent that (by virtue of section 296A of the Copyright, Designs and
Patents Act 1988) such actions cannot be prohibited because they are essential for the
purpose of achieving inter- operability of the Software with another software program,
and provided that the information obtained by the Licensee during such activities: (i) is
used only for the purpose of achieving inter-operability of the Software with another
software program; (ii) is not disclosed or communicated without the Licensor’s prior
written consent to any third party to whom it is not necessary to disclose or
communicate it; and (iii) is not used to create any software which is substantially similar
to, or competitive with, the Software. Notwithstanding this Clause 3.1.4, the Licensee
agrees that it is required to contact the Licensor prior to undertaking any of the activities
set out in this Clause in order to establish whether such activities are in fact required to
achieve the desired inter-operability;
to keep all copies of the Software secure and to maintain accurate and up-to-date
records of the number and locations of all copies of the Software;
to supervise and control use of the Software and ensure that the Software is used
by its Licensed Developers, employees and representatives and (if appropriate)
licensees in accordance with the terms of this Agreement;
to include the copyright notice of the Licensor on all entire and partial copies of
the Software in any form;
not to remove or hide by any means, any watermark images or references to
ShinobiControls or the Software from any software which uses the Software.
The Licensee must permit the Licensor its representatives, at all reasonable times and on
reasonable advance notice, to inspect and have access to any premises, and to the computer
equipment located there, at which the Software or the Documentation is being kept or used,
and any records kept pursuant to this Agreement, for the purpose of ensuring that the Licensee
is complying with the terms of this Agreement.
Maintenance and Support Services
The Licensor operates two levels of support and maintenance: “ShinobiCare” and
“ShinobiCare Plus”. The ShinobiCare service and the ShinobiCare Plus services are referred to
collectively in this Agreement as “Maintenance and Support Services”.
The ShinobiCare service entitles the Licensee to access and use such new releases to the
the Licensee has purchased a full licence of the Software and paid the applicable licence fee in
full, the Licensee is entitled to benefit from the Licensor’s ShinobiCare service in relation to that
Software for no additional charge for a period of one (1) year from the date that they
purchased a full licence of the Software. Thereafter, the Licensee must pay the applicable
annual support fee to continue to benefit from the ShinobiCare service.
If the Licensee has purchased ShinobiCare Plus and has paid any applicable annual
support fees for such service, in addition to having access to new releases of the Software (as
described in Clause 4.2) the Licensee shall be entitled to receive technical support services in
relation to the Software. Such technical support services shall be provided in accordance with
the provisions of Schedule 1.
Any new releases of the Software which are made available to the Licensee under Clause
4.2 shall be deemed to be part of the Software and subject to the terms and conditions set out
in this Agreement.
Intellectual Property Rights
The Licensee acknowledges that all intellectual property rights in the Software and the
Documentation throughout the World belong to the Licensor, that rights in the Software are
licensed (not sold) to the Licensee, and that the Licensee has no rights in, or to, the Software or
the Documentation other than the right to use them in accordance with the terms of this
The Licensee acknowledges that it has no right under this Agreement to have access to the
Software in source code form or in unlocked coding or with comments.
The integrity of this Software may be protected by technical protection measures (“TPM”)
so that our intellectual property rights, including copyright, in the Software are not
misappropriated. The Licensee must not attempt in any way to remove or circumvent any such
TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or
expose for sale or hire, nor have in its possession for private or commercial purposes, any
means whose sole intended purpose is to facilitate the unauthorised removal or circumvention
of such TPM.
During the Trial Period the Software is made available to the Licensee free of charge on an
“AS IS” basis and, to the maximum extent permitted by law, the Licensor disclaims all express
or implied warranties, including but not limited to implied warranties of satisfactory quality,
fitness for a particular purposes and non- infringement.
If the Licensee has purchased a full licence of the Software, the Licensor warrants that for
a period of thirty (30) days after the Licensee has purchased a full licence of the Software (the
“Warranty Period”) the Software will, when properly used, perform substantially in accordance
with the functions described in the accompanying Documentation. If, within the Warranty
Period, the Licensee notifies the Licensor in writing of any defect or fault in the Software in
consequence of which it fails to perform substantially in accordance with the Documentation,
and such defect or fault does not result from the Licensee having amended the Software or
used it in contravention of the terms of this Agreement, the Licensor will, at its sole option,
either (i) repair or replace the Software (provided that the Licensee makes available all
information that may be necessary to assist the Licensor in resolving the defect or fault,
refund to the Licensee any licence fees paid to use the Software. This Clause sets out the
Licensee’s sole remedy and the Licensor’s sole liability for any breach of the warranty detailed
in this Clause 6.1.
Notwithstanding Clause 6.2, the Licensee acknowledges that the Software has not been
developed to meet the Licensee’s individual requirements and that it is therefore the Licensee’s
responsibility to ensure that the facilities and functions of the Software, as described in the
Documentation, meet the Licensee’s requirements.
Notwithstanding Clause 6.2, the Licensee acknowledges that the Software may not be free
of bugs or errors and the Licensee agrees that the existence of any minor errors shall not
constitute a breach of this Agreement.
The Licensor warrants that it shall perform any Maintenance and Support Services in
accordance with this Agreement using reasonable skill and care. If the Licensor fails to
perform the Maintenance and Support Services accordance with this warranty, the Licensor
will, at its sole option, either (i) remedy or resolve the defective performance of the
Maintenance and Support Services or re-perform the Maintenance and Support Services in
question for no additional charge (provided that the Licensee makes available all information
that may be necessary to assist the Licensor to do so); or (ii) refund to the Licensee any fees
the Licensee has paid for the Maintenance and Support Services in question. This Clause sets
out the Licensee’s sole remedy and the Licensor’s sole liability for any breach of the warranty
detailed in this Clause 6.5.
Nothing in this Agreement shall limit or exclude the liability of either party for death or
personal injury resulting from negligence or for fraud, fraudulent misrepresentation.
Subject to Clause 7.1, the Licensor’s liability for losses suffered by the Licensee arising out
of or in connection with this Agreement, whether arising in contract, tort (including negligence),
misrepresentation or otherwise, shall (to the fullest extent permitted by law) exclude: (a) loss
of income; (b) loss of business profits or contracts; (c) business interruption; (d) loss of the
use of money or anticipated savings; (e) loss of information; (f) loss of opportunity, goodwill or
reputation; (g) loss of, damage to or corruption of data; or (h) any indirect or consequential loss
or damage of any kind howsoever arising and whether caused by tort (including negligence),
breach of contract or otherwise.
Subject to Clause 7.1, 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 equal to the licence fees and any maintenance and
support fees paid by the Licensee to the Licensor under this Agreement.
This Agreement sets out the full extent of the Licensor’s obligations and liabilities in
respect of the supply of the Software and Documentation and any Maintenance and Support
Services. In particular, 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 and Documentation 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.
Term and Termination
If the Licensee has opted for a free trial of the Software, this Agreement shall come into
force on the date that the Licensee downloaded the trial version of the Software and (unless
terminated earlier in accordance with Clause 8.3) shall continue until the end of the Trial
If the Licensee has purchased a full licence of the software this agreement shall
commence on the date that the Licensee purchased a full licence of the Software and shall
continue indefinitely unless and until terminated in accordance with Clause 8.3.
The Licensee may terminate this Agreement at any time by destroying the Software and
Documentation together with all copies in any form. The Licensor may terminate this
Agreement immediately by written notice to the Licensee if the Licensee fails to comply with
any term or condition set out in this Agreement or commits a material or persistent breach of
Upon termination or expiry of this Agreement for any reason:
all rights granted to the Licensee under this Agreement shall cease;
the Licensee must cease all activities authorised by this Agreement;
the Licensee must immediately pay to the Licensor any sums due to the Licensor
under this Agreement; and
the Licensee must immediately delete or remove the Software and Documentation
from all computer equipment in its possession or under its control and immediately
destroy or return to the Licensor (at the Licensor’s option) all copies of the Software and
Documentation then in the Licensee’s possession, custody or control and, in the case of
destruction, certify to the Licensor that this has been done.
Each party may in connection with this Agreement, have access to information provided by
the other party that is proprietary or confidential and is either clearly labelled as such or
otherwise identified as Confidential Information (“
”). A party’s
Confidential Information shall not include information that:
is or becomes publicly known through no act or omission of the receiving party; or
was in the other party’s lawful possession prior to the disclosure; or
is lawfully disclosed to the receiving party by a third party without restriction on
is independently developed by the receiving party, which independent development
can be shown by written evidence; or
is required to be disclosed by law, by any court of competent jurisdiction or by any
regulatory or administrative body.
Each party shall hold the other’s Confidential Information in confidence and, unless
required by law, not make the other’s Confidential Information available to any third party or use
the other’s Confidential Information for any purpose, other than as may be strictly necessary to
exercise its rights or to perform its obligation under this Agreement.
Each party agrees to take all reasonable steps to ensure that the other’s Confidential
Information to which it has access is not disclosed or distributed by its employees or agents in
violation of the terms of this Agreement.
Transfer of Rights and Obligations
This Agreement is binding on the parties and on their respective successors and assigns.
Except as expressly provided in this Agreement, the Licensee may not transfer, assign,
charge, sell, resell or otherwise dispose of this Agreement, or any of its rights or obligations
arising under it, without the Licensor’s our prior written consent.
The Licensor may transfer, assign, charge, sub-contract or otherwise dispose of this
Agreement, or any of its rights or obligations arising under it, at any time during the term of the
All notices given by the Licensee to the Licensor under this Agreement must be sent to
“ShinobiControls Support” by email to email@example.com or by post to Scott Logic
Limited, 3rd Floor, 1 St James’ Gate, Newcastle upon Tyne NE1 4AD. The Licensor may give
notice to the Licensee using any email address or postal address provided when the Licensee
downloaded the Software or by contacting the Licensee at its principal place of business.
Notice will be deemed received and properly served 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.
If the Licensor fails, at any time during the term of this Agreement, to insist on strict
performance of any of the Licensee’s obligations under this Agreement, or if the Licensor fails
to exercise any of the rights or remedies to which the Licensor is entitled under this Agreement,
this shall not constitute a waiver of such rights or remedies and shall not relieve the Licensee
from compliance with such obligations.
A waiver by the Licensor of any default shall not constitute a waiver of any subsequent
No waiver by the Licensor of any of these terms and conditions shall be effective unless it
is expressly stated to be a waiver and is communicated to the Licensee in writing.
If any of the terms of this Agreement are determined by any competent authority to be
invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that
extent be severed from the remaining terms, conditions and provisions which will continue to
be valid to the fullest extent permitted by law.
This Agreement and any document expressly referred to in it represents the entire
agreement between the parties in relation to the licensing of the Software and Documentation,
supersedes any prior agreement, understanding or arrangement between the parties, whether
oral or in writing.
The parties to this Agreement each acknowledge that, in entering into this Agreement,
neither party has relied on any representation, undertaking or promise given by the other or
implied from anything said or written in negotiations between the parties before entering into
this Agreement except as expressly stated in this Agreement.
Neither of the parties shall have any remedy in respect of any untrue statement made by
the other, whether orally or in writing, prior to the date we entered into this Agreement (unless
breach of contract as provided in this Agreement.
Rights of Third Parties
No person who is not a party to this Agreement may enforce any term of this Agreement
and the parties agree that the Contracts (Rights of Third Parties) Act 1999 shall not apply to
Law and jurisdiction
This Agreement, its subject matter or its formation (including non-contractual disputes or
claims) shall be governed by and construed in accordance with English law and submitted to
the non-exclusive jurisdiction of the English courts.
By agreeing to these terms and conditions, you agree to the contact data you have
supplied to us to be used only for the purposes of being kept up to date about future
ShinobiControls products and related news. You can unsubscribe from these communications
at any time by emailing us at firstname.lastname@example.org or by clicking the unsubscribe button
on any email communications.
ShinobiCare Plus – Technical Support Terms
These ShinobiCare Plus – Technical Support Terms form part of the ShinobiControls Standard Licence
Agreement (the “
”) to which they are appended and are applicable to you if you have
purchased the Licensor’s ShinobiCare Plus service (the “
”). Capitalised terms not defined in this
Schedule shall have the meaning given to those terms in the body of the Agreement.
Provision of the Services
Provided that the Licensee has paid the applicable annual support fee for the provision of
the Service in advance, the Licensor will supply the Services detailed in Section 2 below in
relation to the Software.
The Licensee must have purchased and hold a valid licence to use the Software, in order to
receive the Services. Accordingly, the Licensor shall have the right to refuse to provide the
Services if the Licensee does not hold a valid licence to use the Software, or if the Licensee
breaches the terms of the Agreement, or if the Agreement is terminated for any reason.
The Services provided under this Support and Maintenance Agreement shall comprise the
access to new releases to the Software (which are made available as part of
Licensor’s standard ShinobiCare services) as detailed in clause 4.2 of the Agreement;
unlimited email support for the Licensed in relation to their use of the Software;
initial response on receipt of a support request within one (1) business day (in the
escalation to the product development team for the resolution of issues where
provision of emergency hotfixes in the event of critical bugs.
All Services detailed in this Section 2 shall be provided only in respect of the Software (as
defined in the Agreement) and not in relation to any other software products developed,
licensed or sold by the Licensor. In addition, all Services detailed in this Section 2 shall be
provided only to the Licensed Developers (as defined in Licence Agreement).
Hours of Support
Barring unforeseen interruptions or planned exceptions, access to all web-based online
documentation and receipt of email support requests will usually be accepted 24 hours a day,
365 days a year. However, unless otherwise agreed in writing between the parties, the Licensor
gives no guarantees as to such availability. Email support requests will only be dealt with
during business hours (in the UK).
The Licensor undertakes to use reasonable endeavours to respond to email support
requests by the end of the following business day (in the UK). This time is the elapsed time
between the receipt of the support request and a written or verbal confirmation of its receipt
being made to the Licensee. The time taken to resolve the subject of the support request, if
such resolution is undertaken, is not specified or guaranteed.
The Licensor will use reasonable endeavours to resolve support requests made by the
Licensee to the Licensee’s satisfaction. The Licensor, however, gives no guarantee that it can
or will solve all support requests presented by the Licensee (beyond the warranties explicitly
provided to the Licensee in the Agreement).
The Licensor shall not be responsible for any issue which is caused by:
the Licensee’s improper use, improper configuration, or custom alteration or
extension or modification of the Software;
the Licensee’s use of the Software with hardware or software outwith the
specifications defined in the Licence Agreement or Documentation, or not supplied or
supported by the Licensor;
the Licensee’s failure to install an update to the Software which includes a fix to
the issue; or
the Licensee’s use of the Software in a manner outwith the terms of the
Agreement or these Technical Support Terms and Maintenance Agreement.
The Licensor shall not be responsible for providing support in relation to any issue to the
extent that the Licensee has modified the Software in any way.
The Licensee is deemed to be responsible for all issues not directly related to the Software
including, but not limited to, other software, hardware, operating systems, networking, file
systems and databases.
Where appropriate documentation exists to adequately cover the support request, the
Licensee may be directed to such documentation as a resolution of the support request.
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