END USER LICENCE AGREEMENT
IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE DOWNLOADING AND/OR INSTALLING THE SOFTWARE:
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and MCNS B.V. of Industrieweg 12B, 8861 VH Harlingen the Netherlands (Licensor, us or we) for:
Tango Multitouch computer software (Software) including any relevant documents (Documentation).
We license use of the Software and Documentation to you on the basis of this Licence. We do not sell the Software or Documentation to you. We remain the owners of the Software and Documentation at all times.
MINIMUM OPERATING SYSTEM REQUIREMENTS: THIS SOFTWARE REQUIRES A MINIMUM INTEL CORE i5 (4TH GENERATION/HASWELL) PROCESSOR WITH A MINIMUM OF 4GB RAM, INTEL HD4000 GRAPHICS, WINDOWS 7 – 64BIT. MINIMUM SPECIFICATION FOR MAC – MAC MINI, INTEL CORE i5 (4TH GENERATION/HASWELL) PROCESSOR, 4GB RAM OR SUCH OTHER RECOMMENDATIONS AS MAY BE NOTED BY THE LICENSOR.
IMPORTANT NOTICE TO ALL USERS:
BY DOWNLOADING OR INSTALLING THE SOFTWARE CHOOSING “I ACCEPT THE TERMS OF THIS LICENCE” YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 5.
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENSE THE SOFTWARE AND DOCUMENTATION TO YOU AND YOU MUST DISCONTINUE THE DOWNLOAD OR INSTALLATION PROCESS NOW BY CLICKING ON THE CANCEL BUTTON.
IN THIS CASE YOU MUST DELETE THE INSTALLATION FILES AND RETURN ANY ACTIVATION DETAILS TO US. IF YOU DO THIS YOUR LICENCE FEE WILL BE REFUNDED. NO REFUND WILL BE ISSUED IF BUNDLED AS AN OEM FREE VERSION OR IF A SINGLE ACTIVATION HAS TAKEN PLACE.
A copy of the Licence is available on the downloads page of MCMS’s website: https://mcns.nl/legal/eula.
- Grant and scope of licence
1.1 In consideration of you agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Software and the Documentation in Europe on the terms of this Licence.
1.2 You may:
1.2.1 install and use the Software for your internal business purposes only:
(a) on one Computer if the Licence is a single-user licence or the Software is for single use; or
(b) if the Licence is a multi-user or network licence, for the number of concurrent users agreed between you and us;
1.2.2 provided it is used on only one computer at any one time, and then de-activated and only once it has been re-activated can the Software be transferred from one computer to another;
1.2.3 to 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 providing always the appropriate subscription is in place;
1.2.4 use any Documentation in support of the use permitted under condition 1.2.
2.1 Except as expressly set out in this Licence or as permitted by any applicable local law, you undertake:
2.1.1 not to copy the Software or Documentation except where such copying is necessary for
the use of the Software by the lawful acquirer in accordance with its intended purpose, including for error correction and for back-up or operational security;
2.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation;
2.1.3 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;
2.1.4 not to disassemble, de-compile, reverse engineer the whole or any part of the Software nor attempt to do any such things except to the extent that such actions cannot be prohibited under applicable law because they are indispensable to obtain the information necessary to achieve interoperability of the Software with another software program, provided that the following conditions are met:
(a) the information obtained by you during such activities has not previously been readily available to the authorized user and is used only for the purpose of achieving interoperability of the Software with another software program;
(b) is not disclosed or communicated without the Licensor’s prior written consent to any third party to whom it is not necessary to disclose or communicate it; and
(c) is not used to create any software which is substantially similar to the Software or for any other act which infringes Licensor’s copyright;
2.1.5 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;
2.1.6 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;
2.1.7 to include our copyright notice on all entire and partial copies of the Software in any form;
2.1.8 not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person [other than your employees] without prior written consent from us;
2.1.9 not to use the Software via any communications network or by means of remote access.
- Intellectual property rights
3.1 You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to us, 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.
3.2 You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.
3.3 The integrity of this Software is protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in our Software are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose purpose is to facilitate the unauthorised removal or circumvention of such TPM.
- Limited warranty
4.1 We warrant that:
4.1.1 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
4.1.2 that the Documentation correctly describes the operation of the Software in all material respects.
4.2 If, within the licensed 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 Documentation, 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.
4.3 The warranty does not apply:
4.3.1 if the defect or fault in the Software results from you having amended the Software;
4.3.2 if the defect or fault in the Software results from you having used the Software in contravention of the terms of this Licence;
4.3.3 if the defect or fault relates to third party goods or services;
4.3.4 where the hardware does not meet the minimum specification we may require;
4.3.5 where drivers on the computer are not of the latest available version provided by the chipset manufacturer.
4.4 You agree and understand that we do not have any liability or responsibility under the terms of this End User Licence Agreement to the extent that your use of this Licence requires the input of third party technology, third party intellectual property rights or third party goods and services. We will notify you if we become aware of such a problem but we cannot resolve any third party issue and you must contact such third party directly. We reserve the right to terminate this End User Licence Agreement with immediate effect if we are no longer able to meet our obligations under this End User Licence Agreement due to the lack of availability or non-performance (whether in respect of remedying a problem or otherwise) of any third party in respect of technology, intellectual property rights or third party goods or services.
4.5 We will only be under an obligation to provide access to any online services and updates in respect of online services if you have purchased an ongoing support package from us. If you have purchased a one off licence only, then we will have no further liability or responsibility for providing either access to any online services or updates to such online services.
4.6 For the avoidance of any doubt, in any event that the Software is unable to function (and you have purchased online services from us) in part due to a third party revoking the services it provides or making changes or alterations which ensure that we can no longer provide the ongoing online services to you and the Software as described in the Documentation then you will still be responsible for paying the licence fee in full and no refunds will be given in respect of the Software and the ongoing online services.
- Limitation of liability if you are a business user
5.1 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.
5.2 We only supply the Software and Documentation for internal use by your business, and you agree not to use the Software or Documentation for any re-sale purposes.
5.3 We shall not under 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:
5.3.1 loss of profits, sales, business, or revenue;
5.3.2 business interruption;
5.3.3 loss of anticipated savings;
5.3.4 loss or corruption of data or information;
5.3.5 loss of business opportunity, goodwill or reputation; or
5.3.6 any indirect or consequential loss or damage.
5.4 Other than the losses set out in condition 5.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 95% of the licence fee. This maximum cap does not apply to condition 5.5.
5.5 Nothing in this Licence shall limit or exclude our liability for:
5.5.1 death or personal injury resulting from our negligence;
5.5.2 fraud or fraudulent misrepresentation;
5.5.3 any other liability that cannot be excluded or limited by applicable law.
5.6 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documentation. 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 Documentation 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.
6.1 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.
6.2 Upon termination for any reason:
6.2.1 all rights granted to you under this Licence shall cease;
6.2.2 you must cease all activities authorised by this Licence;
6.2.3 you must immediately 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 then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
- Images within the Software
7.1 We have licensed the images used within our Software from a third party illustrator. All rights are reserved to the illustrator and no rights in any images are granted to you as a result of this Licence. You may not copy, resell, assign, distribute or otherwise use these images other than strictly in accordance with the terms of this Licence and in respect of the use of the Software. In the event of termination of this licence agreement all rights will automatically cease.
7.2 In particular you may not resell any of the images to third parties, subcontract or assign to any third parties, donate to any third parties or in any way exploit the rights of the images with any third parties in the Software.
- Communications between us
8.1 Please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website (https://mcns.nl/), 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.
- Other important terms
9.1 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.
9.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
9.3 This Licence and any document expressly referred to in it constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of the us which is not set out in this Licence or any document expressly referred to in it.
9.4 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we 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.
9.5 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
9.6 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by Dutch law. We both agree to the exclusive jurisdiction of the courts of the Netherlands.