Software Licence Agreement

Effective starting, September 28 2021

This Software Licence Agreement (the “Agreement”) is between you and CineDev Limited (registered in England and Wales under company number 13010341 with its registered office at Suite 11 Manchester House, 113 Northgate Street, Bury St. Edmunds, Suffolk, United Kingdom, IP33 1HP) (“CineDev”, “we”, “us”, “our”) who owns the software Altera (“Software”) you are accessing or using. If you are agreeing to this Agreement not as an individual but on behalf of your company, government, or other entity for which you are acting (for example, as an employee or government official), then “you” or “your” means your entity and you are binding your entity to this Agreement. CineDev may modify this Agreement from time to time, subject to the terms in Section 10.1 (Amendments) below.

The “Effective Date” of this Agreement is the date which is the earlier of (a) your initial access to or use of the Software (as defined below) or (b) the effective date of the first Order referencing this Agreement.

You will be deemed to accept the terms of this Agreement by:

  • Clicking ‘Accept’ or ‘ I agree’ (or similar button or checkbox); or
  • Using or accessing the Software; or
  • Purchasing the software at the time of your Order

 

  1. GRANT AND SCOPE OF AGREEMENT
    • This Agreement is a legal agreement between you, as the licensee of the Software, and CineDev Limited, as the licensor of the Software.
    • Subject to you complying with the terms of this Agreement, we hereby grant you a non-exclusive, non-transferable and non-sublicensable licence to use the Software and any documentation provided together with or accessible via the Software (“Documentation”).
    • You may:
      • download, install and use the Software for your business purposes only (which includes use of the Software while providing services to another person) on a single computer or device;
      • receive and use any supplementary update of the Software provided by CineDev at any time;
      • use the Documentation in support of your permitted use of the Software; and
      • retain a single copy of the Software and Documentation for back-up or operational security purposes only.
  1. SCOPE OF AGREEMENT This Agreement is a legal agreement between you, as the licensee of the Software, and CineDev Limited, as the licensor of the Software.
    • Subject to you complying with the terms of this Agreement, we hereby grant you a non-exclusive, non-transferable and non-sublicensable licence to use the Software and any documentation provided together with or accessible via the Software (“Documentation”).
    • You may:
      • download, install and use the Software for your business purposes only (which includes use of the Software while providing services to another person) on a single computer or device;
      • receive and use any supplementary update of the Software provided by CineDev at any time;
      • use the Documentation in support of your permitted use of the Software; and
      • retain a single copy of the Software and Documentation for back-up or operational security purposes only.
  1. ACCOUNTS; AUTHORISED USERS
    • Account Registration. You must register for an account with us in order to place Orders or access or receive Software. Your registration information must be accurate, current and complete. You must keep your registration current so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your account, including Orders made or Apps enabled (which may incur fees). If you order Software through a Reseller (defined in Section 5.9), then you are solely responsible for (i) any access by Reseller to your account and (ii) any related rights or obligations in your applicable agreement with the Reseller.
    • Authorised Users. Only Authorised Users may access and use the Software. Some Software may allow you to designate different types of Authorised Users, in which case pricing and functionality may vary according to the type of Authorised User. You are responsible for compliance with this Agreement by all Authorised Users, including what Authorised Users do with your data, and for all fees incurred by Authorised Users (or from adding Authorised Users).

  1. USE OF THE SOFTWARE
    • Your License Rights: Subject to the terms and conditions of this Agreement, CineDev grants you a non-exclusive, non-sublicensable and non-transferable license to install and use the Software during the applicable License Term for your own business purposes, in accordance with this Agreement, your applicable Scope of Use (e.g., adding Authorised Users, licenses, copies or instances) , the Documentation and all Laws.
    • Restrictions: As set out in this Agreement, you shall:
      • not copy the Software or Documentation unless incidental to normal use of the Software, or where necessary for the purpose of back-up or operational security;
      • not sub-licence the Software or Documentation to another person;
      • not make modifications of the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
      • not disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing 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 interoperability of the Software with another software program, on condition that the information obtained by you during such activities is:
        1. used only for the purpose of achieving interoperability of the Software with another software program;
        2. not unnecessarily disclosed to any third party without our prior written consent; and
  • not used to create any software which is substantially similar to the Software;
  • keep all copies of the Software secure and maintain records of the number and locations of all copies of the Software;
  • supervise use of the Software and ensure that the Software is used by your personnel in accordance with this Agreement and the Documentation;
  • include our copyright notice on all entire and partial copies you make of the Software or Documentation on any medium;
  • not provide or otherwise make available the Software in whole or in part (including program listings, object and source program listings, object code and source code), in any form to any person other than your personnel without our prior written consent;
  • comply with all applicable technology control or export laws and regulations; and
  • not use the Software via any communications network or by means of remote access.
  1. INTELLECTUAL PROPERTY RIGHTS
    • You acknowledge that:
      • all intellectual property rights in the Software and the Documentation anywhere in the world belong to CineDev.
      • the Software is licensed and not sold to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with this Agreement; and
      • you have no right to access the Software in source code form.
  1. LICENSE TERM AND PAYMENT
    • License Term and Renewals: The License Term and any applicable service periods will commence on the Order date (unless a different start date is designated in the Order) and expire on the expiration date indicated in your account. Unless earlier terminated in accordance with this Agreement, each right to use Software will expire at the end of the applicable License Term. All renewals are subject to the applicable Software or Support and Maintenance continuing to be offered and will be charged at the then-current rates.
    • You must register for an account with us in order to place Orders or access or receive Software. Your registration information must be accurate, current and complete. You must keep your registration current so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your account, including Orders made or Apps enabled (which may incur fees).
    • Delivery: We will deliver the applicable license keys to your account no later than when we have received payment of the applicable fees. You are responsible for accessing your account to determine that we have received payment and your Order has been processed. All deliveries under this Agreement will be electronic. For the avoidance of doubt, you are responsible for the installation of the Software, and you acknowledge that CineDev has no further delivery obligation with respect to the Software after delivery of the license keys.
    • Increased Scope of Use. During your License Term, you may increase your Scope of Use (e.g., adding Authorised Users, licenses, copies or instances) by placing a new Order or, if made available by CineDev, directly through the applicable Software. Any increases to your Scope of Use will be subject to additional fees, as set forth in the applicable Order.
    • You will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. If a purchase order number is required in order for an invoice to be paid, then you must provide such purchase order number to CineDev by emailing the purchase order number to accounts@cine.dev. For Additional Services provided at any non-CineDev location, unless otherwise specified in your Order, you will reimburse CineDev for its pre-approved travel, lodging and meal expenses, which CineDev may charge as incurred. Other than as expressly set forth in Section 5.4 (Return Policy), all amounts are non-refundable, non-cancelable and non-creditable. You agree that we may bill your credit card or other payment method for renewals, additional users, expenses and unpaid fees, as applicable.
    • Your fees under this Agreement exclude any taxes or duties payable in respect of the Software in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by CineDev, you must pay to CineDev the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to CineDev any such exemption information, and CineDev will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.
    • Withholding Taxes. You will pay all fees net of any applicable withholding taxes. You and CineDev will work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If CineDev qualifies for a tax exemption, or a reduced treaty withholding rate, CineDev will provide you with reasonable documentary proof. You will provide CineDev with reasonable evidence that you have paid the relevant authority for the sum withheld or deducted.
    • Reseller Orders. This Section 5.9 applies if you purchase the Software, Support and Maintenance or any Additional Services through an authorized partner or reseller of CineDev (“Reseller”).
      • Instead of paying CineDev, you will pay the applicable amounts to the Reseller, as agreed between you and the Reseller. CineDev may suspend or terminate your rights to use Software if CineDev does not receive the corresponding payment from the Reseller.
      • Instead of an Order with CineDev, your order details (e.g., Software, Scope of Use and License Term) will be as stated in the order placed with CineDev by the Reseller on your behalf, and the Reseller is responsible for the accuracy of any such order as communicated to CineDev.
      • If you are entitled to a refund under this Agreement, then unless otherwise specified by CineDev, CineDev will refund any applicable fees to the Reseller and the Reseller will be solely responsible for refunding the appropriate amounts to you.
      • Resellers are not authorized to modify this Agreement or make any promises or commitments on CineDev’s behalf, and CineDev is not bound by any obligations to you other than as set forth in this Agreement.
      • The amount paid or payable by the Reseller to us for your use of the applicable Software under this Agreement will be deemed the amount actually paid or payable by you to us under this Agreement for purposes of calculating the liability cap in Section 15.2 (Liability Cap)
    • Future Functionality; Separate Purchases. You acknowledge that the Software and Additional Services referenced in an Order are being purchased separately from any of our other products or services. Payment obligations for any products or services are not contingent on the purchase or use of any of our other products (and for clarity, any purchases of Software and Additional Services are separate and not contingent on each other, even if listed on the same Order). You agree that your purchases are not contingent on the delivery of any future functionality or features (including future availability of any Software beyond the current License Term or any New Releases), or dependent on any oral or written public comments made by CineDev regarding future functionality or features.

  1. NO-CHARGE SOFTWARE
    • No-Charge Software. We may offer certain Software to you at no charge, including free accounts, trial use, and Beta Versions as defined below (collectively, “No-Charge Software”). Your use of No-Charge Software is subject to any additional terms that we specify and is only permitted during the License Term we designate (or, if not designated, until terminated in accordance with this Agreement). Except as otherwise set forth in this Section, the terms and conditions of this Agreement governing Software, including Section 3.2 (Restrictions), fully apply to No-Charge Software. We may terminate your right to use No-Charge Software at any time and for any reason in our sole discretion, without liability to you. You understand that any pre-release and beta versions of Software, and any pre-release and beta features within generally available Software, that we make available (collectively, “Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Software. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow you to use Beta Versions, but the Beta Versions will still remain subject to this Section 6. All information regarding the characteristics, features or performance of any No-Charge Software (including Beta Versions) constitutes CineDev’s Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Software, including any Support and Maintenance, warranty, and indemnity obligations. Notwithstanding anything else in this agreement, CineDev’s maximum aggregate liability to you in respect of no-charge software will be £100.

  1. LIMITED WARRANTY
    • General warranties:
      • The software will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documentation; and
      • that the Documentation correctly describes the operation of the Software in all material respects,
    • Virus Warranty. CineDev represents and warrants that it will take reasonable commercial efforts to ensure that the Software, in the form and when provided to you, will be free of any viruses, malware, or other harmful code. For any breach of the foregoing warranty, your sole and exclusive remedy, and CineDev’s sole obligation, is to provide a replacement copy of the Software promptly upon notice.
    • Except as expressly set forth in section 7.1 (general warranties) and 7.2 (virus warranty), all software, support and maintenance and any additional services are provided “as is,” and CineDev expressly disclaim any and all warranties and representations of any kind, including any warranty of non-infringement, title, fitness for a particular purpose, functionality, or merchantability, whether express, implied, or statutory. CineDev will not be liable for delays, interruptions, service failures or other problems inherent in the use of the internet and electronic communications or other systems outside the reasonable control of CineDev. To the maximum extent permitted by law, neither CineDev nor any of its third-party suppliers makes any representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of any software or any content therein or generated therewith, or that:
      • the use of any software will be secure, timely, uninterrupted or error-free;
      • the software will operate in combination with any other hardware, software, system, or data;
      • the software (or any products, services, information, or other material purchased or obtained by you through the software) will meet your requirements or expectations);
      • errors or defects will be corrected; or
      • except as expressly set forth in section 7.2 (virus warranty), the software is free of viruses or other harmful components.

You may have other statutory rights, but the duration of statutorily required warranties, if any, will be limited to the shortest period permitted by law.

  1. LIMITATION OF LIABILITY
    • You acknowledge that the Software has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise. It is your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.
    • We will not be liable to you whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under the Agreement for:
      • business interruption;
      • loss of anticipated savings;
      • loss of business opportunity, goodwill or reputation;
      • loss or corruption of data or information;
      • loss of revenue or profit; or
      • any special, indirect or consequential losses.
    • Other than the losses set out in clause 8.2 (for which we are not liable), our maximum aggregate liability under or in connection with this Agreement whether in contract, tort (including negligence), breach of statutory duty or otherwise will, to the extent permitted by law, be limited to GBP £100 (or an equivalent amount in your local currency).
    • This Agreement sets out the full extent of our obligations and liabilities in respect of the Software and Documentation. Except as stated in this Agreement and to the extent permitted by law, there are no conditions, representations, warranties or other terms, express or implied, that are binding on us.
  2. TERMINATION
    • We may terminate this Agreement immediately by written notice if you commit a material or persistent breach of this Agreement which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
    • On termination for any reason:
      • all rights granted to you under this Agreement will cease;
      • you must immediately cease all activities authorised by this Agreement; and
      • you must immediately and permanently remove the Software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Software and Documentation then in your possession or under control and certify to us that you have done so.
  1. GENERAL
    • Amendments: We may amend this Agreement at any time by giving you written notice. Your continued use of the Software and Documentation following receipt of such notice will constitute your acceptance of the terms of this Agreement as amended. If you do not accept the terms of this Agreement as amended you must immediately stop using the Software and Documentation on deemed receipt of such notice.
    • Force Majeure: Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events that are beyond the reasonable control of such parties, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
    • Assignment and transfer: We may assign or transfer our rights and obligations under this Agreement to another person, but this will not affect your rights or our obligations under this Agreement. You may only assign or transfer your rights or obligations under this Agreement to another person if we agree in writing.
    • Entire agreement: This Agreement constitutes the entire agreement between us and supersedes all previous agreements, understandings, representations and warranties between us, whether written or oral, relating to the Software and the Documentation.
    • Governing law and jurisdiction: This Agreement, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.
    • Interpretation: In this Agreement, any reference to ‘writing’ or ‘written’ includes email but not any other form of electronic communication and any reference to a ‘person’ includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    • Notices: If we have to contact you, we will do so by email or post to the address provided by you and if you have to contact us, you will do so by email to info@cine.dev or post at our registered office. Any notice will be deemed received one hour after the time of transmission if sent by email or three days after the date of posting.
    • Severance: Each clause of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining terms will remain in effect.
    • Third party rights: A person who is not a party to this Agreement will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
    • Waiver: If we fail to insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing and that will not mean that we will automatically waive any later default by you.