This licence agreement (Licence) is a legal agreement between you (Licensee or you) and SECURITY ROOTS LTD of 10 Portfleet Place, De Beauvoir Road, London, N1 5SZ (Licensor or we) for a suite of tools designed for security specialists (Dradis Professional or Software), which includes computer software, and the online documentation current at the date of the download of this Licence (Documentation).
DRADIS PROFESSIONAL SHIPS AS A VIRTUAL APPLIANCE THAT REQUIRES A MINIMUM OF 2GB OF MEMORY AND 20GB OF SPACE IN DISK. ONLY THE CONFIGURATION PROVIDED BY THE VENDOR IS SUPPORTED (THIS INCLUDES BUT IS NOT LIMITED TO THE BASE OS, DATABASE LAYER, WEB SERVER AND APPLICATION SERVER SOFTWARE). INTERNET ACCESS IS REQUIRED DURING INSTALLATION TO ACTIVATE THE SOFTWARE. BY INSTALLING THE SOFTWARE YOU AGREE TO THE TERMS OF THIS LICENCE AND THE TERMS AND CONDITIONS OF THE LICENSOR WHICH WILL BIND YOU AND YOUR EMPLOYEES. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE AND THE TERMS AND CONDITIONS, WE ARE UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE THE ORDERING OR INSTALLATION PROCESS NOW. IN THIS CASE THE ORDERING PROCESS OR INSTALLATION WILL TERMINATE.
1.1 In consideration of payment by you of any agreed licence fee and you agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a non-exclusive, non-transferable licence for the period (the “Licence Period”) specified in your order confirmation for the number of individual users specified therein to use the Software and the Documentation on the terms of this Licence.
1.2 Each Dradis Professional instance needs to be activated before it will operate. The licence fee entitles you to activate a single instance of the Software. The Licensor at its sole discretion could allow the Licensee to activate more than one instance. However, the Licensor reserves the right to limit the number of activations allowed per licence, and to prevent further activations if this limit is exceeded.
1.3 You may either:
1.3.1 download, install and use the Software for your internal business purposes (which includes bespoke client consultancy, if appropriate) only; and
18.104.22.168 make one copy of the Software for back-up purposes only, provided that this is necessary for the activities permitted under condition 1.3.1;
22.214.171.124 receive and use any free supplementary software code or update of the Software incorporating "patches" and corrections of errors as may be provided by the Licensor from time to time on the basis that they are governed by the terms of this Licence;
126.96.36.199 use any Documentation in support of the use permitted under condition 1.3.1 and make such numbers of copies of the Documentation as are reasonably necessary for its lawful use; and
188.8.131.52 analyse the behaviour and performance of the documented functionality of the Software and disclose the findings of such analysis to any party provided that such findings are provided simultaneously and in identical form to the Licensor; or
1.3.2 resell the Software to an end-user only provided that you procure that the end-user is bound by the terms of this Licence Agreement for the benefit of the Licensor and that you indemnify the Licensor against all costs (including legal costs) charges and expenses incurred by the Licensor as a result of the failure by you to comply with the provisions of this paragraph and/or the resale by you of the Software to the end-user.
1.4 If you are an end-user who has obtained lawfully the Software other than by direct purchase from the Licensor you may carry out the functions on the terms specified in paragraph 1.3.1 above and, in consideration of the Licensor agreeing to provide updates of the Software to you during the Licence Period, either directly or via the relevant intermediary, you agree to be bound by this Licence Agreement directly in favour of the Licensor.
2.1 You warrant that you are not purchasing the Software as a consumer, but will be using the software in your business.
2.2 Except as expressly set out in this Licence or as permitted by any local law, you undertake:
2.2.1 not to use the Software or the Documentation for any unlawful purposes.
2.2.2 to keep confidential any credentials provided by the Licensor enabling you to log in to the Licensor’s server (for the purposes of downloading product builds and licence keys and to perform product activation);
2.2.3 not to copy the Software or Documentation except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
2.2.4 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation;
2.2.5 not to make alterations to, or 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;
2.2.6 not to 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 inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:
184.108.40.206 is used only for the purpose of achieving inter-operability of the Software with another software program; and
220.127.116.11 is not unnecessarily disclosed or communicated without the Licensor's prior written consent to any third party; and
18.104.22.168 is not used to create any software which is substantially similar to the Software;
2.2.7 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;
2.2.8 to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence;
2.2.9 to replace the current version of the Software with any updated or upgraded version or new release provided by the Licensor under the terms of this Licence immediately on receipt;
2.2.10 to include the copyright notice of the Licensor on all entire and partial copies you make of the Software on any medium;
2.2.11 not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than your employees without prior written consent from the Licensor;
2.2.12 unless specifically authorised by us in writing, not to use the Software as part of an automated service offering to third parties;
2.2.13 not to engage in any activity, practice or conduct which would constitute an offence under sections 1, 2, or 6 of the Bribery Act 2010, if such activity, practice or conduct had been carried out in the UK;
2.2.14 to indemnify and keep indemnified the Licensor against all costs (including legal costs), charges and expenses incurred by the Licensor as a result of the failure by you to comply with the provisions of this Licence Agreement.
2.3 You must permit the Licensor and his representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises at which the Software or the Documentation is being kept or used, to the computer equipment located there, and to any records kept pursuant to this Licence, for the purpose of ensuring that you are complying with the terms of this Licence.
2.4 Licensor will not use Licensee's name or logo in any press release, advertising or other public announcement without Licensee's prior consent except that Licensee consents to inclusion of its name and corporate logo in customer lists published as part of Licensor's marketing efforts.
3.1 Purchase of a licence for Dradis Professional does entitle you to reasonable product support. Reasonable efforts may be made to support you if you are experiencing problems or bugs or require feature enhancements, any support will be provided at the Licensor’s sole discretion.
3.2 If new releases of Dradis Professional are offered for sale, these may be made available free of charge to you for the duration of your Licence provided that you enter into a new licence agreement in respect of such new release.
4.1 You acknowledge that all intellectual property rights in the Software and the Documentation anywhere in the world belong to the Licensor, that rights in the Software are licensed (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 the terms of this Licence.
4.2 You acknowledge that you have no right to have access to the Software in source code form.
4.3 The integrity of this Software is protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in the Software of the Licensor are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor apply or manufacture for sale or hire, import, distribute, sell or let for hire, offer or expose for sale or hire, advertise for sale or hire or have in your possession for private or commercial purposes any means the sole intended purpose of which is to facilitate the unauthorised removal or circumvention of such TPM.
5.1 The Licensor warrants that for a period of 90 days from the date of purchase of the Software (Warranty Period) the Software will, when properly used, perform substantially in accordance with the functions described in the Documentation (provided that the Software is properly used on the computer and with the runtime environment for which it was designed as referred to herein).
5.2 You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.
5.3 You acknowledge that the Software may not be free of bugs or errors, and agree that the existence of minor errors shall not constitute a breach of this Licence.
5.4 If, within the Warranty Period, you notify 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 you having amended the Software or used it in contravention of the terms of this Licence, the Licensor will, at its sole option, either repair or replace the Software, provided that you make available all the information that may be necessary to help the Licensor to remedy the defect or fault, including sufficient information to enable the Licensor to recreate the defect or fault.
YOUR ATTENTION IS DRAWN PARTICULARLY TO THE PROVISIONS OF THIS CONDITION
6.1 Nothing in this Licence shall limit or exclude the liability of either party for death or personal injury resulting from negligence, fraud, fraudulent misrepresentation.
6.2 Subject to condition 6.1, the Licensor's liability for losses suffered by you arising out of or in connection with this agreement (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall not include liability for:
6.2.1 loss of turnover, sales or income;
6.2.2 loss of business profits or contracts;
6.2.3 business interruption;
6.2.4 loss of the use of money or anticipated savings;
6.2.5 loss of information;
6.2.6 loss of opportunity, goodwill or reputation;
6.2.7 loss of, damage to or corruption of software or data; or
6.2.8 any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise;
provided that this condition 6.2 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of condition 5 or any other claims for direct financial loss that are not excluded by any of categories 6.2.1 to 6.2.8 inclusive of this condition 6.2.
6.3 Subject to condition 6.1, the Licensor's maximum aggregate liability under or in connection with this Licence, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to a sum equal to 100% of the Licence Fee.
6.4 Subject to condition 6.1, condition 6.2 and condition 6.3, the Licensor's liability for infringement of third-party intellectual property rights shall be limited to breaches of rights subsisting in the UK.
6.5 This Licence sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Software. 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 Licence. Any condition, warranty, representation or other term concerning the supply of the Software which might otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
7.1 The Licensor may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
7.2 Upon termination for any reason:
7.2.1 all rights granted to you under this Licence shall cease;
7.2.2 you must cease all activities authorised by this Licence;
7.2.3 you must immediately pay to the Licensor any sums due to the Licensor under this Licence; and
7.2.4 you must immediately delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to the Licensor (at the Licensor's option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to the Licensor that you have done so.
8.1 This Licence is binding on you and us, and on our respective successors and assigns.
8.2 You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent.
8.3 We may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of our rights or obligations arising under it, at any time during the term of the Licence.
All notices given by you to us must be given to Security Roots Ltd at email@example.com or 10 Portfleet Place, De Beauvoir Road, London, N1 5SZ. We may give notice to you at either the e-mail or postal address you provided to us when purchasing the Software. Notice will be deemed received and properly served immediately when posted on our website, 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.
10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by events outside our reasonable control (Force Majeure Event).
10.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
10.2.1 strikes, lock-outs or other industrial action;
10.2.2 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
10.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
10.2.4 impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
10.2.5 impossibility of the use of public or private telecommunications networks;
10.2.6 the acts, decrees, legislation, regulations or restrictions of any government.
10.3 Our performance under this Licence is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Licence may be performed despite the Force Majeure Event.
11.1 If we fail, at any time during the term of this Licence, to insist upon strict performance of any of your obligations under this Licence, or if we fail to exercise any of the rights or remedies to which we are entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
11.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
11.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
If any of the terms of this Licence 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.
13.1 This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Software and the Documentation and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
13.2 We each acknowledge that, in entering into this Licence, neither of us has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us prior to entering into this Licence except as expressly stated in this Licence.
13.3 Neither of us 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 Licence (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these terms and conditions.
This Licence, 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 exclusive jurisdiction of the English courts.