FCMPASS
Terms & Conditions
- GRANT AND SCOPE OF LICENCE
- A licence will be granted either by:
- In consideration of
the
Fee paid by the Customer to the Supplier, receipt of which the Supplier hereby
acknowledges, the Supplier grants to the Customer a non-exclusive licence for a term
of
one (1) year from the date of activation to use the Software; OR
- if registering from
an
authorized and accredited degree granting institution, the Supplier grants to the
Customer a non-exclusive licences for a term of one (1) year from the date of
activation.
- if provided with a
30-day demo licence.
- By using the software you agree to abide by
the
terms of this Licence, we grant to you a non-exclusive, non-transferable licence to use the
Software and the Documents on the terms of this Licence.
- Licences purchased for a fee under Condition
2.
may:
- download, install
and
use the Software for your internal business purposes only on two computers
only.
- receive and use any
free
update of the Software incorporating “patches” and corrections of errors
as
may be provided by us from time to time; and
- use any Documents in
support of the use permitted under Condition item 1.2. and make copies of the
Documents
as are reasonably necessary for its lawful use.
- Licences provided for free under Condition
1.1.2.
may:
- download, install
and
use the Software for your academic research purposes only on up to two
computers;
- not use the software
for
the purpose of:
- commercial
use,
including research and development, marketing and sales literature,
commercial
white papers.
- fee-for-service
work performed for customers outside the licencee’s institution
- industrial
collaboration(s) whereby software outputs and data that are not publicly
available are shared with commercial entities
- provided it is used
on
only one computer at any one time;
- receive and use any
free
update of the Software incorporating “patches” and corrections of errors
as
may be provided by us from time to time; and
- use any Documents in
support of the use permitted under Condition 1.3. or Condition 1.4. and make copies
of
the Documents as are reasonably necessary for its lawful use.
- Licences provided for demo under Condition
1.1.3.
may:
- download, install
and
use the Software for evaluation purposes only on up to one computer;
- not use the software
for
the purpose of:
- commercial
use,
including research and development, marketing and sales literature,
commercial
white papers.
- fee-for-service
work performed for customers outside the licencee’s institution
- industrial
collaboration(s) whereby software outputs and data that are not publicly
available are shared with commercial entities
- publication
figures or data
- provided it is used
on
only one computer at any one time;
- receive and use any
free
update of the Software incorporating “patches” and corrections of errors
as
may be provided by us from time to time; and
- use any Documents in
support of the use permitted under Condition 1.3., 1.4. or 1.5. and make copies of
the
Documents as are reasonably necessary for its lawful use.
- PAYMENT
- Licence keys shall be supplied upon receipt
of
full payment.
- All sales are final. The Customer
acknowledges
that once the payment is made, it is non-refundable, even if the Software is returned or the
license is terminated for any reason before its expiry date.
- RESTRICTIONS
- Except as expressly set out in this Licence
or as
permitted by any local law, you undertake:
- not to copy the
Software
or Documents 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;
- not to rent, lease,
sub-licence, loan, translate, merge, adapt, vary or modify the Software or
Documents;
- 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;
- 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:
- is used only
for
the purpose of achieving inter-operability of the Software with another
software
program; and
- is not
unnecessarily disclosed or communicated without our prior written consent to
any
third party; and
- is not used
to
create any software which is substantially similar to the Software;
- 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;
- 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;
- to include our
copyright
notice on all entire and partial copies you make of the Software on any
medium;
- 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 without prior written consent from us; and
- to comply
with
all applicable technology control or export laws and regulations.
- not use the
Software via any communications network, by means of remote access, or by
virtual machines.
- INTELLECTUAL PROPERTY RIGHTS
- You acknowledge that all intellectual
property
rights in the Software and the Documents anywhere in the world belong to us, that rights in
the
Software are licenced (not sold) to you, and that you have no rights in, or to, the Software
or
the Documents other than the right to use them in accordance with the terms of this
Licence.
- You acknowledge that you have no right to
have
access to the Software in source code form.
- LIMITED WARRANTY
- We warrant that:
- 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 Documents and is
provided ’as is’ and,
- that the Documents
correctly describe the operation of the Software in all material respects, for a
period
of 90 days from the date of your installation the Software (Warranty Period).
- If, within the Warranty Period, you notify us
in
writing of any defect or fault in the Software as a result of which it fails to perform
substantially in accordance with the Documents, we will, at our sole option, either repair
or
replace the Software, provided that you make available all the information that may be
necessary
to help us to remedy the defect or fault, including sufficient information to enable us to
recreate the defect or fault.
- The warranty does not apply:
- if the defect or
fault
in the Software results from you having altered or modified the Software;
- if the defect or
fault
in the Software results from you having used the Software in breach of the terms of
this
Licence;
- if the defect arises
from a third party altering or deviating from the fcs file standard.
- 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, and that it is therefore your
responsibility to ensure that the facilities and functions of the Software as described in
the
Documents meet your requirements.
- We only supply the Software and Documents for
internal use by your business, and you agree not to use the Software or Documents for any
re-sale purposes.
- We shall not in any circumstances whatever be
liable to you, whether in contract, tort (including negligence), breach of statutory duty,
or
otherwise, arising under or in connection with the Licence for:
- loss of profits,
sales,
business, or revenue; 6.3.2. business interruption; 6.3.3. loss of anticipated
savings;
6.3.4. wasted expenditure; 6.3.5. loss or corruption of data or information; 6.3.6.
loss
of business opportunity, goodwill or reputation
- Nothing in this Licence shall limit or
exclude
our liability for:
- death or personal
injury
resulting from our negligence; 6.4.2. fraud or fraudulent misrepresentation; 6.4.3.
any
other liability that cannot be excluded or limited by English law.
- This Licence sets out the full extent of our
obligations and liabilities in respect of the supply of the Software and Documents. Except
as
expressly stated in this Licence, there are no conditions, warranties, representations or
other
terms, express or implied, that are binding on us. Any condition, warranty, representation
or
other term concerning the supply of the Software and Documents which might otherwise be
implied
into, or incorporated in, this Licence whether by statute, common law or otherwise, is
excluded
to the fullest extent permitted by law.
- TERMINATION
- We 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.
- On termination for any reason:
- all rights granted
to
you under this Licence shall cease; 7.2.2. you must immediately cease all activities
authorised by this Licence; and 7.2.3. you must immediately and permanently delete
or
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 Documents
then in
your possession, custody or control and, in the case of destruction, certify to us
that
you have done so.
- COMMUNICATIONS BETWEEN US
- We may update the terms of this Licence at
any
time on notice to you in accordance with this Condition 8.. Your continued use of the
Software
and Documents following the deemed receipt and service of the notice under Condition 8.3.
shall
constitute your acceptance to the terms of this Licence, as varied. If you do not wish to
accept
the terms of the Licence (as varied) you must immediately stop using and accessing the
Software
and Document on the deemed receipt and service of the notice.
- If we have to contact you, we will do so by
email
provided in accordance with your registration of the Software.
- Note that any notice:
- given by us to you
will
be deemed received and properly served 24 hours after it is first posted on our
website,
24 hours after an email is sent, and 8.3.2. given by you to us will be deemed
received
and properly served 24 hours after an email is sent.
- In proving the service of any notice, it will
be
sufficient to prove, in the case of posting on our website, that the website was generally
accessible to the public for a period of 24 hours after the first posting of the notice;
and, in
the case of an email, that such email was sent to the email address of the recipient given
for
these purposes.
- EVENTS OUTSIDE OUR CONTROL
- 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 an Event Outside Our Control. An Event Outside Our Control is defined below in
Condition 9.2..
- An Event Outside Our Control means any act or
event beyond our reasonable control, including without limitation failure of public or
private
telecommunications networks.
- If an Event Outside Our Control takes place
that
affects the performance of our obligations under this Licence:
- our obligations
under
this Licence will be suspended and the time for performance of our obligations will
be
extended for the duration of the Event Outside Our Control.
- Under data protection legislation, we are
required to provide you with certain information about who we are, how we process the
personal
data of those individuals who use the Software and the Documents and for what purposes and
those
individuals’ rights in relation to their personal data and how to exercise them. This
information is provided in https://docs.fcmpass.com/legal/privacy-policy and it
is
important that you read that information.
- OTHER IMPORTANT TERMS
- We may transfer our rights
and
obligations under this Licence to another organisation, but this will not affect your rights
or
our obligations under this Licence.
- You may only transfer your
rights or your obligations under this Licence to another person if we agree in
writing.