Licence Agreement

Licence Agreement

KEYSOFT SOLUTIONS LIMITED

The appropriate licence agreement for your Keysoft Solutions software depends upon where you are located.

 

The licence agreements below apply as follows:

 

  1. For customers located in the United Kingdom and Ireland, the Software Licence Agreement (UK and Ireland) applies.

 

  1. For customers located in the USA, the Software Licence Agreement (USA) applies.

 

  1. For customers located in Canada, the Software Licence Agreement (CANADA) applies.

 

  1. For customers located in Australia or New Zealand, the Software Licence Agreement (ANZ) applies.

 

  1. For all other customers, the Software Licence Agreement (UK and Ireland) applies.

SOFTWARE LICENCE AGREEMENT (UK and Ireland)

By opening the sealed packet(s) containing the Software/Documentation and/or downloading or using the Software, you indicate your acceptance of the following Software Licence Agreement and agree only to use the Software and Documentation on the terms of this Agreement.

 

To operate the Software, you will need hardware with at least the minimum specifications set out on our website (keysoftsolutions.com).

 

  1. DEFINITIONS

 

"Documentation" means the instruction manuals, user guides and other information supplied with the Software or from time to time by Keysoft Solutions or its representatives.

 

“Effective Date” means the date upon which you open the sealed pack containing the Software or download or first use the Software.

 

“Evaluation Copy” means a copy of the Software provided for evaluation purposes in accordance with clause 6.

 

"Keysoft Solutions" means Keysoft Solutions Limited.

 

“Perpetual Licence” means a perpetual licence of the Software pursuant to clause 2(a).

 

"Software" means the Keysoft Solutions computer program for which you have bought a licence, together with any updates subsequently supplied by Keysoft Solutions and any hardware/software locks or dongles.

 

“Term” means the limited term of the licence which you have agreed to purchase from Keysoft Solutions, commencing on the Effective Date.

 

“Term Licence” means a licence of the Software for a Term pursuant to clause 2(b).

 

  1. LICENCE

 

One of the following options (a) or (b) will apply, depending on whether you have purchased a Perpetual Licence or a Term Licence.

 

 

 

This Agreement will apply to any update of the Software and to all additional users for whom you purchase a licence.

 

  1. PERMITTED USERS

 

 

 

  1. RESTRICTIONS

 

You may not nor permit others to:

 

 

 

 

 

 

If a Computer or Server upon which the Software is installed is sold you hereby undertake irrevocably to remove and delete the software from that computer prior to it being sold.

 

Having purchased a single non-transferable Licence you are prohibited from renting, leasing or lending the Software to any other person or transferring or sub-licensing the licensed rights.

 

  1. UPGRADES AND UPDATES

 

If this Software is being licensed to you as an upgrade or update to the Software previously licensed to you by Keysoft Solutions you must destroy all copies of the Software previously licensed to you and not required to be used with the upgrade or update, including any copies on any storage device, within thirty days of the acquisition of this Software.

 

  1. EVALUATION COPY

 

This section shall only apply if the Software has been provided as an Evaluation Copy. An Evaluation Copy is provided AS IS, with no warranties, express or implied, or maintenance service, for the sole and exclusive purpose of enabling you to evaluate the Software.

 

If you wish to continue to use the Software at the end of the evaluation period specified by Keysoft Solutions, you must contact a Keysoft Solutions representative and purchase a licence.

 

If you elect to discontinue use of the Software at the end of the evaluation period, you must delete all copies of the Software on any machine on which it has been installed, including backup copies, and delete all drawings created using the Software. You must also return controlling hardware locks, user manuals and any other materials provided to you as part of the evaluation process.

 

  1. COPYRIGHT

 

All intellectual property rights (including copyright and patent rights) in the Software and Documentation and any copies made by you shall remain with Keysoft Solutions or with such owner as has granted Keysoft Solutions a licence to distribute this software.  Your  possession, installation or use of the Software does not transfer any title to any intellectual property rights in the Software to you and you will not acquire any rights to the Software except for the licence as expressly set out in this Agreement.

 

  1. FONTS

 

Supplied with our software is a set of computer fonts officially approved by the relevant government transport department (including Transport and Motorway fonts). These fonts are required to be installed on a PC for the drawings using them to display correctly. However, these fonts are software products independent of the Software and are protected by intellectual property law and may only be used on the terms of this Agreement. They may not be reverse engineered or modified in any way. They must not be copied onto PCs for which a licence has not been granted for the fonts. The licence for the use of a copy of Keysoft Solutions software does not automatically permit the copying, or transmittal of any kind, of the font files without express permission. A licence for this may be granted by Keysoft Solutions in its discretion on application by you.

 

To display the fonts correctly when an AutoCAD drawing using these is transferred electronically, the Real Text feature should be used. This feature is covered in detail in the User Manual. You may also create static images using the fonts.

 

Any True Type fonts supplied, once installed into Windows, become available for use in other software such as Microsoft Word. You are licensed (in the case of a Term Licence, only for the duration of the Term) to use the fonts to create and save documents. However, when a document is to be sent outside of your organisation, you must embed the font where this option is available. It must not, however, be possible to extract the font from the document on the target machine as this will constitute a transmission of the font.

 

If you have any doubts about the licensing position in respect of fonts, please contact Keysoft Solutions. You must not copy or permit the copying or transmission of any kind of any of the files which are the composite parts of the software without the express permission of Keysoft Solutions in writing.

 

  1. WARRANTY

 

Keysoft Solutions warrants that the Software is free of significant errors for a period of ninety days from your receipt of this package under normal use provided that the liability of Keysoft Solutions under this warranty will be at the option of Keysoft Solutions to attempt to correct any errors, replace the media or refund the licence fee and terminate this Agreement subject to the return of the Software and Documentation. The Warranty shall not apply if you:

 

 

 

 

The Warranties and Conditions stated in this Agreement are in lieu of all other conditions, warranties or other terms concerning the supply or purported supply of, failure to supply or delay in the software or the documentation which might but for this paragraph have effect between Keysoft Solutions and you or would otherwise be implied into or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, all of which are hereby excluded to the maximum extent permitted by law.

 

  1. LIABILITY

 

 

 

 

  1. TERMINATION

 

Keysoft Solutions may terminate this Agreement immediately by written notice if:

 

 

 

 

This Agreement shall terminate without further notice or action by Keysoft Solutions on the expiry of the Term in the case of a Term Licence or if it is a Perpetual Licence or a Term Licence if you become bankrupt, go into liquidation, suffer or make any winding up petition, make an arrangement with your creditors, have an administrator, administrative receiver or receiver appointed or suffer or if anything analogous to the foregoing occurs in any jurisdiction.

 

Any use of any copies of the Software or Documentation after termination of this Agreement is unlawful and upon termination for any reason you must immediately cease all use of the Software and Documentation and return all copies to Keysoft Solutions.

 

  1. GENERAL

 

 

 

 

 

 

 

 

 

  1. INTELLECTUAL PROPERTY RIGHTS INDEMNITY

 

Keysoft Solutions will indemnify you and keep you fully and effectively indemnified against all costs, claims, demands, expenses and liabilities of whatsoever nature arising out of or in connection with any claim that the use or possession of the Software infringes the intellectual property rights (including without limitation any patent, copyright, design right, registered design or trademark) of any third party, subject to the following conditions:

 

 

 

 

 

If such claim has occurred, or in Keysoft Solutions’ opinion is likely to occur, Keysoft Solutions may, at its option and expense, either procure for you the right to continue using the Software or Documentation or replace or modify the same so that it becomes non-infringing without loss of functionality, or if none of the foregoing alternatives is reasonably available and at Keysoft Solutions’ discretion, take back the Software and Documentation and refund to you a portion of the fees paid by you in respect of the license of the Software depreciated over a five (5) year period on a straight-line basis. The foregoing states the entire obligations of Keysoft Solutions with respect to any infringement of intellectual property rights of any third party.

 

  1. CONFIDENTIALITY

 

(a)  “Confidential Information” means this Agreement, the Software, Documentation and any information and data included therein or derived therefrom and the form, format, mode or method of compilation, selection, configuration, presentation or expression of the Software or Documentation, and all ideas, designs, business models, databases, drawings, documents, diagrams, formulas, test data, marketing or financial data, sales information, customer or supplier information, including information provided by such customers or suppliers, provided, however, that Confidential Information shall not include any data or information which:

 

(i)   at the time of disclosure, is in or, after disclosure, becomes part of the public domain through no fault of the receiving Party;

 

(ii)   prior to disclosure by the disclosing Party, was already in the possession of the receiving Party, as evidenced by written records kept by the receiving Party in the ordinary course of its business, or as evidenced by proof of actual prior use by the receiving Party;

 

(iii)  is independently developed by the receiving Party, by persons having no direct or indirect access to the disclosing Party’s Confidential Information provided that the receiving Party shall have the onus of so proving on a reasonable basis;

 

(iv)  subsequent to disclosure, is obtained from a third person: (A) who is lawfully in possession of the information; (B) who is not in violation of any contractual, legal, or fiduciary obligation to either Party, as applicable, with respect to that information; and (C) who does not prohibit either Party from disclosing the information to others.

 

(b)  Each Party shall, and shall cause its employees, agents and contractors to hold Confidential Information of the other Party in confidence, and shall use the same degree of care by instruction, agreement or otherwise, to maintain the confidentiality of the other Party’s Confidential Information that it uses to maintain the confidentiality of its own Confidential Information, but with at least a reasonable degree of care commensurate with the nature and importance of such Confidential Information.  Each Party agrees not to make use of Confidential Information other than for the exercise of rights or the performance of obligations under this Agreement, and not to release, disclose, communicate it or make it available to any third party other than employees, agents and contractors of the Party who reasonably need to know it in connection with the exercise of rights or the performance of obligations under this Agreement.

 

  1. SUPPORT

 

Support and maintenance for the Software is included for 12 months from the Effective Date for holders of Perpetual Licences after which it can be purchased separately from us.  It is included for the Term for holders of Term Licences.  Such support and maintenance is in both cases provided on the terms of our Service Agreement (as set out on our website www.keysoftsolutions.com).

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