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END USER SOFTWARE LICENCE

1. INTRODUCTION
   1. This Licence Agreement (“Licence”) is an agreement between you (“Licensee” or “you”) and Holition Limited (“Licensor” or “we”). Please read these terms and conditions carefully before downloading any software and applicable documentation as they contain important information about your rights and obligations. It governs your use of the software (“the Software”) supplied to you by Holition and related documentation. In particular, we draw your attention to clause 5 (limitation of liability).
   2. By downloading, installing or otherwise using the Software you agree to be legally bound by this Licence Agreement as it may be modified and posted on our website from time to time.
   3. If you do not wish to be bound by this Licence, then you may not download or use the Software.
2. GRANT AND SCOPE OF LICENCE
   1. In consideration of you agreeing to be bound by this Licence, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Software on the terms of this Licence.
   2. You may:
      1. download, install and use the Software for your private purposes only either on one CPU;
      2. transfer the Software from one computer to another provided it is used on only one computer at any one time;
      3. make up to one copy of the Software for back-up purposes only, provided that this is necessary for the activities permitted under condition 3.1;
      4. use any documentation in support of the use permitted under condition 2.1.
3. LICENSEE'S UNDERTAKINGS
   1. Except as expressly set out in this Licence or as permitted by any local law, you undertake:
      1. 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. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or documentation;
      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;
      4. 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:
         1. is used only for the purpose of achieving inter-operability of the Software with another software program; and
         2. is not unnecessarily disclosed or communicated without the Licensor's prior written consent to any third party; and
         3. is not used to create any software which is substantially similar to the Software;
      5. to include the copyright notice of the Licensor on all entire and partial copies you make of the Software on any medium;
      6. 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 the Licensor.
4. INTELLECTUAL PROPERTY RIGHTS
   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.
   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.
5. DISCLAIMER OF WARRANTY
   1. The Software is provided “as is” with all faults and you acknowledge that the Software may not be free of bugs or errors, and agree that the existence of errors shall not constitute a breach of this Licence.
   2. To the maximum extent permitted by law, the Licensor, hereby disclaims all warranties, whether express or implied, including without limitation warranties that the Software is free of defects, merchantable, fit for a particular purpose and non-infringing. You bear ENTIRE RISK as to selecting the Software for your purposes and as to the quality and performance of the Software. This limitation will apply notwithstanding the failure of essential purpose of any remedy. Some jurisdictions do not allow the exclusion or limitation of implied warranties, so this disclaimer may not apply to you.
   3. 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.
6. LICENSOR'S LIABILITY
   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 or deliberate personal repudiatory breaches of this agreement.
   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 exclude, even if such losses result from the Licensor's deliberate personal repudiatory breach of this agreement:
      1. loss of income;
      2. loss of business profits or contracts;
      3. business interruption;
      4. loss of the use of money or anticipated savings;
      5. loss of information;
      6. loss of opportunity, goodwill or reputation;
      7. loss of, damage to or corruption of data; or
      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 6 or any other claims for direct financial loss that are not excluded by any of categories (a) to (h) inclusive of this condition 6.2.

1. Subject to condition 6.1 and condition 6.2, 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 the lesser of £10 or the Licence Fee paid by you.
2. 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.
3. This Licence sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Software and documentation. 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 and documentation 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. TERMINATION
   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.
   2. Upon termination for any reason:
      1.  all rights granted to you under this Licence shall cease;
      2.  you must cease all activities authorised by this Licence; and
      3.  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. TRANSFER OF RIGHTS AND OBLIGATIONS
   1. This Licence is binding and you and your respective successors and assigns.
   2. You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it without the Licensor’s express prior consent.
   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.
9. WAIVER
   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.
   2. A waiver by us of any default shall not constitute a waiver of any subsequent default.
   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.
10. SEVERABILITY
    1. 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 amended or severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
11. ENTIRE AGREEMENT
    1. This Licence and any document expressly referred to in it constitute the whole agreement between us and supersedes any previous arrangement, understanding or agreement between us, relating to the licensing of the Software and documentation.
    2. You acknowledge that, in entering into this Licence you do not rely on any statement, representation, assurance or warranty (Representation) of any person (whether a party to this Licence or not) other than as expressly set out in this Licence or those documents.
    3. You agree that the only rights and remedies available to you arising out of or in connection with a Representation shall be for breach of contract as provided in this Licence.
    4. Nothing in this clause shall limit or exclude any liability for fraud.
12. LAW AND JURISDICTION

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 non-exclusive jurisdiction of the English courts.