LICENCE AGREEMENT FOR NIPPER This is a binding, legal agreement between you the end user (the "Licensee") and Titania Limited (Company Number 06870498) whose registered office is at 46 Cormorant Rise, Worcester, WR2 4BA, United Kingdom (the "Licensor") for the use of the Nipper software products ("NIPPER") and electronic documentation (including the Nipper SDK). By installing, copying, downloading, accessing or otherwise using NIPPER you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this agreement you may not download, install or use NIPPER. 1. Definitions "Computer" shall mean a device that NIPPER is installed on/run from. "Device" shall mean a device for which NIPPER is used to produce a report. "Commercial Use" shall mean any use of Nipper for profit whether by or for the Licensee or for any person, organisation, government or government department. For the avoidance of doubt Commercial Use includes the use by the Licensee in the course of research funded by a commercial organisation. "Non-Commercial Use" shall mean any use of NIPPER (by an individual) which is not for profit. "Subscription Fee" shall mean the fee payable for a Commercial Use Licence. "Subscription Period" is the period renewable every 1, 2 or 3 years (as defined by the subscription) from the date the Subscription Fee is paid for which the Licensee may use NIPPER on a specified number of individual Devices. 2. Licensed Software 2.1 This Licence relates to all versions of NIPPER developed by the Licensor. The Licensor reserves all rights. 3. Grant Of Licence 3.1 End User Commercial Use Licence 3.1.1 The Licensee may only use NIPPER after paying the Subscription Fee. The Subscription Fee shall be determined in accordance with the Licensor's (or the Licensor's reseller's) price list which shall be available from the Licensor (or the Licensor's reseller's) on request. 3.1.2 The Licensor grants the Licensee a non-exclusive, non-transferable licence to use NIPPER during the Subscription Period. 3.1.3 The Licensee may only use NIPPER for the number of licensed Devices during the Subscription Period. Any additional use will require the payment of an additional Subscription Fee. 3.1.4 The Licensee may only install NIPPER on Computers owned by the Licensee. The Licensee may install NIPPER on any number of Computers owned by the Licensee. An exclusion is made where the Licensee provides a managed service, then the Licensee may additionally install NIPPER on devices managed by the Licensee. 3.1.5 The Licensee may not sell or re-sell NIPPER or otherwise share, exploit or allow it to be transferred to any person for value or for Commercial Use. 3.1.6 The Licensee may not rent, lease, hire out or lend NIPPER. 3.2 System Integrator Commercial Use Licence 3.2.1 The Licensee may only use NIPPER after paying the Subscription Fee. The Subscription Fee shall be determined in accordance with the Licensor's (or the Licensor's reseller's) price list which shall be available from the Licensor (or the Licensor's reseller's) on request. 3.2.2 The Licensor licenses NIPPER for use in commercial products developed by the Licensee where NIPPER comprises not more than 50% of the product's functionality ("the Licensed Product"). 3.2.3 The Licensor grants the Licensee the right to integrate NIPPER using only the NIPPER API, library and executables developed by the Licensor. 3.2.4 The Licensor grants the Licensee a non-exclusive, worldwide, revocable, non-transferable, license to use, reproduce, distribute and to incorporate NIPPER into the Licensee's Product, and to update, market, and distribute the Licencees Product to end users. The Licensee may distribute to end-users directly, or through multiple tiers of distribution, including resellers, distributors, VARS and OEMs. 3.2.5 The Licensee may grant to end users the right to use the Licensee's Product with NIPPER. The Licensee may not permit end users to sub-license or externally redistribute NIPPER in whole or in part. 3.2.6 The Licensee may only distribute NIPPER as part of the Licensee's paid commercial product whereby a price is paid by all end users for its use. 3.2.7 Termination of this Licence will not effect the end users right to use NIPPER. Termination of this Licence will terminate end users right to further NIPPER updates. The licence will automatically be terminated if the Licence Subscription expires. 3.2.8 The Licensor expressly disclaims, and the Licensee hereby expressly waives, all warranties express or implied, including warranties of merchantability and fitness for a particular purpose. The Licensor does not warrant that Nipper will meet the Licensee's requirements or that the operation of Nipper will be uninterrupted or error-free, or that errors in Nipper will be corrected. The Licensor shall have no liabilities or obligations to the Licensee for damages arising out of or in connection with the installation, use or performance of Nipper. 3.3 Non-Commercial Use Licence 3.3.1 The Licensee may use NIPPER for an unlimited Subscription Period for Non-Commercial Use. 3.3.2 The Licensor grants the Licensee a non-exclusive, non-transferable licence to use NIPPER. 3.3.3 The Licensee may only use NIPPER for up to five (5) Devices. Any additional use will require a Commercial Use license. 3.4 The Licensee may only install NIPPER on Computers owned by the Licensee. 3.3.5 The Licensee may not sell or re-sell NIPPER or otherwise share, exploit or allow it to be transferred to any person for value or for Commercial Use. 3.3.6 The Licensee may not rent, lease, hire out or lend NIPPER. 4. Updates 4.1 The Licensee is entitled to install and use all NIPPER updates during the Subscription Period. 4.2 The Licensor reserves the right to revise the Licence at any time without notice. The current licence terms are available from the Licensors web site. 5. Technical Support 5.1 Unless otherwise arranged, technical support for NIPPER is provided through the Licensor's web site http://www.titania.co.uk 6. Description of other Rights and Limitations 6.1. Limitation on Modification: The Licensee shall not modify or reverse engineer NIPPER, except and only to the extent that such activity is expressly permitted by law. 6.2. Source Code: The Licensee is not permitted to merge, integrate, reverse engineer, copy or paste the Nipper source code into the Licensee's own software. 6.3. Termination: Without prejudice to any other rights it may have, the Licensor may terminate this Agreement with immediate effect if the Licensee fails to comply with the terms and conditions of this Agreement. If this Agreement is terminated the Licensee must remove all copies of NIPPER and all of its component parts from their Computers, destroy the copies and provide a certificate to this effect to the Licensor. 6.4 Illegal Use: NIPPER may not be used for any purpose that is in breach of any local, regional or foreign law. The Licensee and Licensor are responsible for their own compliance with local, regional or foreign law. 7. Copyright All title and intellectual property rights in and to NIPPER, the accompanying printed materials and any copies obtained from the Internet are owned by the Licensor. All title and intellectual property right in and to the content, which may be accessed through use of NIPPER is the property of the respective content owner and may be protected by copyright. This Agreement grants no right to use such content. All rights not expressly granted are reserved by the Licensor. Any patches or updates that the Licensee may develop for NIPPER must be immediately submitted to the Licensor. In addition, the Licensee will forthwith transfer without charge all current and future rights including copyrights and other intellectual property rights relating to such updates to the Licensor. By using NIPPER, the Licensee acknowledges and agrees that the copyright, trade secrets, and all other intellectual property rights of whatever nature in NIPPER, and all copies thereof, partial or complete, in all media and whether or not merged into other materials, are and shall remain the property of the Licensor. 8. Disclaimer of Warranty on Software THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND. THE LICENSOR, ITS LICENSORS AND DISTRIBUTORS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The licensor, its licensors and distributors do not guarantee the Software or related documentation in terms of their correctness, accuracy, reliability, or otherwise. You assume the entire risk as to the results and performance of the Software and related documentation. 9. Complete Statement of Warranty The limited warranty provided in this agreement is the only warranty of any kind that is made by the licensor. No oral or written information or advice given by the licensor, its dealers, distributors, agents, or employees shall create a warranty or in any way increase the scope of the foregoing limited warranty, and you may not rely on any such information or advice. Some jurisdictions do not allow the limitation or exclusion of express or implied warranties, so the above exclusion may not apply to you, and you may have other rights, which may vary from jurisdiction to jurisdiction 10. Third Party Rights Any legal entity who is not a party to this Licence shall have no right to enforce any term of this Licence. 11. Limitation of Liability IN NO EVENT SHALL THE LICENSOR, ITS LICENSORS, ITS DISTRIBUTORS OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE OR RELATED DOCUMENTATION, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages so the above limitation or exclusion may not apply to you. THE LICENSOR, ITS LICENSORS, DISTRIBUTORS AND SUPPLIERS SHALL IN NO EVENT BE LIABLE FOR ANY DAMAGES ARISING FROM PERFORMANCE OR NON-PERFORMANCE OF THE SOFTWARE. OUR MAXIMUM LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. Nothing contained in these Terms shall prejudice the statutory rights of any party dealing as a consumer. The licensor is acting on behalf of its employees, distributors, licensors and affiliates for the purpose of disclaiming, excluding, and/or restricting obligations, warranties, and liability as provided in this clause, but in no other respects and for no other purpose. The Licensor accepts no liability for any claim of infringement based on the use of an altered version of NIPPER or where NIPPER is offered with third party products. 12. Force Majeure The Licensor shall not be liable for any loss or for any failure to perform any obligation hereunder due to causes beyond its control including without limitation: * Act of God including tempest, fire, or natural disaster; * War, civil war, sabotage or act of terrorism; * Government sanction, embargo, import or export regulation or order; * Labour disputes, including strikes, lockouts, boycotts or other industrial action (but usually strikes of the labour force of the party claiming force majeure are expressly excluded); * Failure in the transportation of equipment, machinery or personnel or in the provision of any utility including power, gas, water, or communication services. 13. Governing Law and Jurisdiction This Agreement shall be construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English Courts. Titania Limited / Nipper Licence Version 3.0 (5th June 2009)