Install Microgen DART+ Pricing for a FREE 30 day trial

Microgen DART+ Pricing and DART Realtime 30 day Trial Agreement ("Agreement")

THIS SOFTWARE IS LICENCED, NOT SOLD. YOU MAY USE THIS SOFTWARE ONLY AS DESCRIBED IN THIS AGREEMENT.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL THE SOFTWARE OR USE ANY SECURITY CODE WHERE PROVIDED.

YOU ARE UNDER NO OBLIGATION TO INSTALL OR USE THE SOFTWARE AND CAN CEASE TO USE IT AT ANYTIME.

1. SOFTWARE.
1.1 The capitalised term "Software" refers to the object code for the computer program known as DART+ Pricing and DART Realtime ("DART"), any updates, supplemental code or programs provided to you by Microgen Banking Systems Limited ("Microgen") with or in connection with DART, the user's manual and Help file, any components, any related media and printed materials, and any related "online" or electronic documentation. The term "you" refers to any person, party or other entity proposing to or actually using the Software.


2. GRANT OF LICENCE.
2.1 You may use the Software without charge for a period of thirty (30) days from the date you install the Software ("Initial Term") if you have registered your details with Microgen such details to include a contact name, your company or organisation name, your company's or organisation's address, telephone number and a valid contact email address before 30th June 2007.

2.2 For the avoidance of doubt the Software must be installed by 30th June 2007, after this date you will need to contact Microgen and pay the applicable annual charge unless Microgen has specifically agreed otherwise with you in writing provided that Microgen reserves the right in its sole discretion to refuse to do so.

2.3 Upon expiration of the Initial Term the Software will cease to function but if you wish to continue to use the Software you will need to contact Microgen and pay for the continued use. Upon making payment of the applicable annual charge and signing a Microgen Standard Software Licence and Maintenance Agreement you will be permitted to continue to use the Software.

2.4 Your licence to use the Software is non-exclusive, non-transferable and is limited to the use of one (1) copy of the Software on a single computer or terminal. You may make one (1) copy of the Software for backup purposes only.

2.5 You may not remove any copyright, trademark or reservation of rights language displayed on, in or with the Software.

2.6 Microgen may have included some third party software ("Third Party Software"). Microgen accepts no liability whatsoever for any losses caused by this Third Party Software. By installing this Third Party Software you are accepting the respective terms and conditions imposed by the relevant third parties.


4. RESTRICTIONS.
4.1 Except for making a backup copy under Clause 2.4, you may not make additional copies, duplicate or transmit the Software by any means, including electronic transmission.

4.2 You may not copy the printed materials, if any, accompanying the Software, or print copies of any user documentation. The Software in its entirety, and any printed materials accompanying the Software and user documentation, are protected by English copyright law, and other copyright laws and international treaties.

4.3 The Software also contains Microgen trade secrets, and you may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to human-perceivable form or disclose such trade secrets except to the extent that is otherwise permitted by law. Unless otherwise expressly permitted by this Agreement, you may not disable any functionality which limits the use of the Software or modify, adapt, translate, rent, sub-licence (including offering the Software to third parties on an applications service provider or time-sharing basis or as part of a bureau service), lend, resell for profit, distribute, or network the Software, CD-ROMs, disk(s), or related materials, or create derivative works of the Software, related documentation and materials, or any part thereof or allow the Software to be combined with or become incorporated into any other programs.

4.4 You undertake to treat as confidential and keep secret the Software, all information contained or embodied in the Software any accompanying documentation ("Confidential Information") and to take all reasonable precautions to keep such Confidential Information secure.


5. TERMINATION.
5.1 This Agreement (and therefore your right to use the Software) automatically ends 30 days after you have installed the Software unless you have extended in accordance with Clause 2.3 above. Further this Agreement automatically terminates if you fail to comply with its terms and conditions.

5.2 If the Agreement terminates, you must immediately destroy all copies of the Software. Upon termination of this Agreement by Microgen for non-compliance Microgen reserves all other rights and remedies it may have.


6. INTELLECTUAL PROPERTY.
6.1 You acknowledge that you have only the limited, non-exclusive right to use and copy the Software as expressly stated in this Agreement and that Microgen retains title to the Software and all other rights not expressly granted. You agree not to remove or modify any copyright, trademark, patent or other proprietary notices that appear, on, in or with the Software. The Software is protected by United Kingdom copyright, patent and trademark laws and international treaty provisions.

6.2 Microgen shall indemnify you up to a maximum aggregate liability of £1,000 against any claim that the normal use or possession of the Software infringes the intellectual property of any third party provided that:

7. NO WARRANTIES:
7.1 Microgen warrants that it has used and will use all reasonable care and skill in:

7.2 Microgen does NOT warrant that the Software is free from errors or that the operation of the Software will be uninterrupted or error free.

7.3 Microgen's liability in respect of any breach of the warranties as stated in Clause 7.1 shall be limited in all cases to the reasonable costs of curing such breach but such costs shall not in any event exceed the sum as detailed below in Clause 8.2.

7.4 The warranties shall not cover and Microgen shall not be obliged to correct errors pursuant to this paragraph which result directly or indirectly from:-

7.5 Save as provided in this paragraph, Microgen excludes all warranties as to fitness for purpose, satisfactory quality, compliance with sample, description or otherwise and all warranties, conditions, representations and liabilities (whether express or implied) on the part of Microgen in relation to the subject matter of this Agreement are expressly excluded.

8. LIMITATION OF LIABILITY
8.1 Nothing in this Agreement shall limit or exclude Microgen's liability for fraudulent misrepresentation, or for death or personal injury caused by its negligence.

8.2 Subject to Clause 8.1 the entire and sole liability of Microgen for any reason shall be limited to the sum of £250.

8.3 Microgen is not liable for any loss of profit, loss of business, business interruption, loss of data or investment, or the like, or for any indirect, special, incidental or consequential damages and whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if Microgen or its representatives have been advised of the possibility of such damages.

9. AUDIT.
9.1 You agree that on Microgen's request you will certify in writing your compliance with the terms of this Licence, including your use of the Software as stated in Clause 2.5 above.

10. JURISDICTION.
10.1 This Agreement shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts.

11. CHANGES TO THIS AGREEMENT
11.1 Microgen reserves the right to amend the terms of this Agreement from time to time and you will be notified of any such changes on accordance with Clause 11.2 below ("Change Notice"). You will be deemed to have accepted the terms of any such Change Notice if you:

11.2 Should you not agree with the terms of any Change Notice you must advise Microgen in writing within 30 days of the date of the Change Notice. Once you have advised us of your objections to the Change Notice you must you must immediately destroy all copies of the Software and this Agreement will terminate.

12. NOTICES.
12.1 Notifications from Microgen concerning the Software and/or this Agreement will be posted online and can be accessed via the appropriate web page(s) from www.microgen.co.uk

12.2 In its sole discretion, Microgen may, in addition to posting applicable notices on www.microgen.co.uk give you notification using other means such as email, post, and/or telephone. To provide notice, Microgen will use the contact and/or registration information that you need to provide in accordance with Clause 2.1. To ensure that you receive notices timely, you agree that it is your sole responsibility to promptly notify Microgen of any change to your contact and/or registration information. You consent to Microgen holding your details as set out in Clause 2.1.

12.3 Notification by you to Microgen: Any notification to be provided by you to Microgen under this Agreement must be made by one of the following means:

12.4 Address for Contacting Microgen: All questions concerning this Agreement, should be in writing and mailed to: Microgen Banking Systems Limited, 320 City Road, London EC1V 2NZ.

13. THIRD PARTY RIGHTS
13.1 No one other than a party to this Agreement shall be permitted to enforce any of the terms of this Agreement under the Contracts (Rights of Third Parties) Act 1999.

14. FORCE MAJEURE
14.1 Neither party shall be liable to the other for any delays or failures in performance resulting from acts or circumstances beyond its reasonable control.

15. ASSIGNMENT
15.1 You may not assign this Agreement without the express written consent of Microgen. Microgen reserves the right to assign this Agreement at any time to another company within the Microgen group of companies without notice.

16. WAIVER
16.1 The failure of either Party to exercise any right or option that is granted herein or to require any performance of any term of this Agreement, or the waiver by either Party of any breach of this Agreement, shall not prevent a subsequent exercise or enforcement of the term or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement.

END OF THE AGREEMENT