|
1. GDI has been granted a licence by various different Games companies (hereinafter referred to as “the Content Providers”) for use in conjunction with GDI’s software for the purposes of testing and market research of the software. GDI has the right to sub-licence to third-parties in order to complete this testing. 2. The software and related documentation are patented works and are also protected under applicable database laws. GDI or Content Providers, where relevant, retain ownership of the software and all subsequent copies of the software, regardless of the form in which the copies may exist. This licence is not a sale of the original software or any copies. 3. GDI grants you a limited, non-exclusive licence to: a. use the software and Materials for use on any computer system owned, leased and/or controlled by you solely for the purpose of testing the software; 4. You may not use, copy, modify or transfer the software (including any related documentation) or any copy, in whole or in part, including any print-out of all or part of any database, except as expressly provided for in this licence. If you transfer possession of any copy of the software to another party except as provided above, the licence is automatically terminated. You may not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the software, except as expressly permitted by the law of this Agreement. You may not vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the software. 5. The Materials are licensed only to you. You may not rent, lease, sub-license, sell, assign, pledge, transfer or otherwise dispose of the software, on a temporary or permanent basis. 6. You undertake to: a. not to reproduce the software, and/or partial copies of the software; b. hold all drawings, specifications, data (including object and source codes), software listings and all other information relating to the software confidential and not at any time, during this licence or after its expiry, disclose the same, whether directly or indirectly, to any third party. 7.GDI undertakes that: a. subject to the limitations and exclusions of liability below, (a) the diskette(s) on which the software is furnished will be free from material defects under normal use; and (b) the copy of the program in the package will materially conform to the documentation which accompanies the package. b. GDI shall not be liable for any damage caused to the Licensee’s computer if the software fails to operate in accordance with the said warranty as a result of any modification, variation or addition to the software not performed by GDI or caused by any abuse, corruption or incorrect use of the software, including use of the software with equipment or other software which is incompatible. 8.Except in respect of personal injury or death caused directly by the negligence of GDI, in no event will GDI be liable to you for any damages, including any lost profits, lost savings, loss of data or any indirect, special, incidental or consequential damages arising out of the use of or inability to use such software, even if you have been advised of the possibility of such damages. 9.The licence is effective only for the specified period of testing (WHICH IS?) GDI may terminate it at any time upon conditions set out elsewhere in this Agreement or if you fail to comply with any term or condition of this Agreement or if you voluntarily returns the software together with all copies to the Company. 10. You agree that GDI shall have the right after supplying undertakings as to confidentiality, to audit any computer system on which the software is installed in order to verify compliance with this Agreement. 11. These terms and conditions constitute the complete and exclusive statement of the legally binding Agreement between the you and GDI and with respect to the subject matter of this Agreement and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between the Parties relating to that subject matter. 12. Any clause in these terms and conditions that is found to be invalid or unenforceable shall be deemed deleted and the remainder of this Agreement shall not be affected by that deletion. This Agreement shall be governed by the laws of England and Wales and the parties agree that any such dispute shall be dealt with by the courts of England and Wales. 13. Failure or neglect by either party to exercise any of its rights or remedies under these terms and conditions will not be construed as a waiver of that party’s rights nor in any way affect the validity of the whole or part of this Agreement nor prejudice that party’s right to take subsequent action. 14. This Agreement is personal to you and you may not assign, transfer, sub-contract or otherwise part with this Agreement or any right or obligations. |