This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and the Crane Building Services and Utilities division of Crane Limited (Crane BSU) for any Crane BSU software product, which includes computer software and may include associated media, printed materials, and “online” or electronic documentation (“Product,” as defined below). An amendment or addendum to this EULA may accompany the Product. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE PRODUCT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE PRODUCT.
1. DEFINITIONS
1.1. “Software” means the described software programs and any accompanying instructions, documentation, technical data, images, recordings, and other related materials.
1.2. “Use” means storing, installing, loading, executing, or displaying the software on a device.
1.3. “Product” means Hardware, Software, Documentation, Technical Data, Accessories, Supplies, Parts and Upgrades that are determined by Crane BSU to be available from Crane BSU.
1.3 “Licensed Product” means the Product provided to you by or on behalf of Crane BSU that is licensed to you under this EULA.
1.4. “Software License” means the Software license grant and general license terms set forth herein. Each Software License has a corresponding License Fee.
1.5. “License Fee” means the fee or fees designated by Crane BSU for Use of Software. Different License Fees may apply to particular Software if more than one Software License is available for that Software. The Software License granted below automatically terminates on your failure to pay the required License Fee.
2. GRANT OF SOFTWARE LICENSE. Crane BSU grants you the following rights provided that you comply with all terms and conditions of this EULA:
2.1. Installation and Use. You may install, use, access, display and run one copy of the Licensed Product on a single computer, such as a workstation, terminal or other device (“Workstation Computer”).
2.2. Storage/Network Use. You may also store or install a copy of the Product on a storage device, such as a network server, used only to install or run the Product on your other Workstation Computers over an internal network.
2.3. Reservation of Rights. Crane BSU reserves all rights not expressly granted to you in this EULA.
3. UPGRADES. To use a Licensed Product identified as an upgrade, you must first be licensed for the Product identified by Crane BSU as eligible for the upgrade. After upgrading, you may no longer use the Product that formed the basis for your upgrade eligibility. Once you have upgraded your system, the previous version is obsolete and you must uninstall or delete the obsolete version if it was not removed by the upgrade process.
4. ADDITIONAL SOFTWARE. This EULA applies to updates or supplements to the original Licensed Product provided by Crane BSU unless we provide other terms along with the update or supplement.
5. TRANSFER.
5.1. Internal. You may move the Licensed Product to a different Workstation Computer provided you delete the Licensed Product from the original Workstation Computer.
5.2. Transfer to a Third Party. You may NOT assign or transfer this EULA or any rights or obligations hereunder without prior written consent of Crane BSU. You may not rent, lease, or lend the Product. Any such attempted assignment or transfer will be null and void. Crane BSU may terminate this EULA in the event of any such attempted assignment or transfer.
6. LIMITATION ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the Product. Modification, reverse engineering, reverse compiling, or disassembly of the Software is expressly prohibited.
7. TERMINATION. Without prejudice to any other rights, Crane BSU may cancel this EULA if you do not abide by the terms and conditions of this EULA, in which case you must destroy all copies of the Product and all of its component parts.
8. CONSENT TO USE OF DATA. Crane BSU and its affiliates may automatically retrieve from the Product, or collect through other means, diagnostic, technical, and usage information related to the Product (“Diagnostic and Usage Data”). You authorize Crane BSU to collect, store, maintain, process, and use Diagnostic and Usage Data for the following purposes: (i) to provide and improve the products and services of Crane BSU or its affiliates; (ii) to provide Product support and other services to you, if any, related to the Product; and (iii) to verify your compliance with the terms of this EULA. Crane BSU may disclose the Diagnostic and Usage Data to others in a form that does not personally identify you.
9. NOT FOR RESALE SOFTWARE. A Product identified as “Not for Resale” or “NFR,” may not be resold, transferred or used for any purpose other than demonstration, test, or evaluation with the permission of Crane BSU.
10. EXPORT RESTRICTIONS. The Product, including Software and/or technical data may contain encryption. This Product is subject to U.S. and EU export control laws and regulations and may be subject to export or import regulations in other countries, including controls on encryption products, U.S. Export Administration Act and its associated regulations, and other regulations. You agree that you will not export, re-export or transfer the Product (or any copies thereof) or any products utilizing the Product in violation of any applicable laws or regulations of the United States or the country where you legally obtained it. You are responsible for obtaining any licenses to export, re-export, transfer or import the Product. In addition to the above, the Product may not be used by, or exported or re-exported to (i) any U.S.- or EU- sanctioned or embargoed country, or to nationals or residents of such countries; or (ii) to any person, entity, organization or other party identified on the U.S. Department of Commerce’s Table of Denial Orders or the U.S. Department of Treasury’s lists of “Specially Designated Nationals and Blocked Persons,” as published and revised from time to time; (iii) to any party engaged in nuclear, chemical/biological weapons or missile proliferation activities, unless authorized by U.S. and local (as required) law or regulations.
11. LIMITED WARRANTY FOR SOFTWARE PRODUCTS.
11.1. SCOPE. This limited warranty is limited to the Crane BSU owned Software portion of the Licensed Product. Crane BSU warrants that the Licensed Product will perform substantially in accordance with the accompanying materials for a period of ninety days from the date of receipt. The warranty for any other software portion of the Licensed Product (“Third Party Software”), if any, shall be governed by the warranty terms provided with the Third Party Software.
11.2. SOFTWARE LIMITED WARRANTY. Crane BSU represents and warrants that to its knowledge:
11.2.1. Crane BSU is the owner of the Licensed Product or otherwise has the right to grant to Licensee the license to use the Licensed Product granted under this Agreement.
11.2.2. Crane BSU has not received any written notice that the Licensed Product violates or infringes any patent, copyright, trade secret, trademark or other proprietary rights of any third party.
11.2.3. The use by Licensee of the Licensed Product as authorized under this Agreement will not infringe any U.S. or UK copyright, patent, trademark or other intellectual property rights, provided that the foregoing warranty shall not apply to any modifications to the Licensed Product not performed by Crane BSU, or to the use or integration of the Licensed Product with other computer hardware or software not expressly authorized by Crane BSU.
11.2.4. The Software is Year 2000 Compliant.
11.2.5. THE WARRANTIES CONTAINED HEREIN SHALL NOT APPLY TO THE EXTENT LICENSEE (i) USES THE LICENSED PRODUCTS OTHER THAN IN ACCORDANCE WITH THE DOCUMENTATION OR INSTRUCTIONS OF LICENSOR; (ii) ALTERS OR MODIFIES, OR HAS ALTERED OR MODIFIED, THE LICENSED PRODUCTS; OR (iii) LICENSEE’S COMPUTER EQUIPMENT OR ANCILLARY SOFTWARE MALFUNCTIONS OR FAILS TO PERFORM AND SUCH MALFUNCTION OR PERFORMANCE FAILURE CAUSES THE DEFECT OR ERROR. LICENSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, OTHER THAN THOSE MADE IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT (1) THE OPERATION OF THE SOFTWARE WILL MEET LICENSEE’S BUSINESS REQUIREMENTS; (2) THE SOFTWARE WILL OPERATE ERROR FREE OR WITHOUT INTERRUPTION; OR (3) THAT THE SOFTWARE WILL INTEROPERATE WITH THIRD PARTY COMPUTER HARDWARE OR SOFTWARE.
11.3. EXCLUSIONS. This limited warranty does not apply to defects resulting from (a) improper or inadequate maintenance, (b) unauthorized modification or misuse, or (c) operation outside of the published environmental specifications for the Product or otherwise in an unclean environment.
11.4. CONSEQUENTIAL DAMAGES. Crane BSU will not be responsible for any consequential damages resulting from use of the Product.
11.5. DISCLAIMER. TO THE EXTENT ALLOWED BY LOCAL LAW, THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY OR CONDITION, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. CRANE BSU SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, TITLE, ACCURACY OF INFORMATIONAL CONTENT, AND FITNESS FOR A PARTICULAR PURPOSE. CRANE BSU DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CRANE BSU OR CRANE BSU’S AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. Some jurisdictions do not allow limitations on the duration of an implied warranty, so the above limitation or exclusion might not apply to you to the extent prohibited by such local laws. This warranty gives you specific legal rights and you might also have other rights that vary from country to country, state to state, or province to province.
11.6. LIMITATION OF LIABILITY. TO THE EXTENT ALLOWED BY LOCAL LAW, THE REMEDIES IN THIS WARRANTY STATEMENT ARE YOUR SOLE AND EXCLUSIVE REMEDIES. EXCEPT TO THE EXTENT PROHIBITED BY LOCAL LAW, IN NO EVENT WILL CRANE BSU OR ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES (INCLUDING LOST PROFIT, LOST DATA, OR DOWNTIME COSTS), ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SOFTWARE, WHETHER BASED IN WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, AND WHETHER OR NOT CRANE BSU WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In any case, CRANE BSU’s entire liability under any provision of this AGREEMENT shall be limited to the greater of the amount actually paid by you for the SOFTWARE or £5.00 GBP. Your use of the Product is entirely at your own risk. Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitation may not apply to you to the extent prohibited by such local laws.
11.7. NOTE. EXCEPT TO THE EXTENT ALLOWED BY LOCAL LAW, THESE WARRANTY TERMS DO NOT EXCLUDE, RESTRICT OR MODIFY, AND ARE IN ADDITION TO, THE MANDATORY STATUTORY RIGHTS APPLICABLE TO THE LICENSE OF THE SOFTWARE TO YOU; PROVIDED, HOWEVER, THAT THE CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS SPECIFICALLY DISCLAIMED AND SHALL NOT GOVERN OR APPLY TO THE SOFTWARE PROVIDED IN CONNECTION WITH THIS WARRANTY STATEMENT.
11.8. IF YOU INSTALL OR USE THE LICENSED PRODUCT YOU AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT
12. U.S. GOVERNMENT LICENSE RIGHTS. If the Licensed Product is being licensed directly or on behalf of the United States Government, the following applies. For civilian agencies and departments: the Software was developed at private expense and is “restricted computer software” submitted with restricted rights in accordance with subparagraphs (a) through (d) of the Commercial Computer Software-Restricted Rights clause of FAR 52.227-19 and its successors, and it is unpublished and all rights reserved under the copyright laws of the United States. For units of the Department of Defense, the Software is “commercial computer software” and “commercial computer software documentation” under the Rights in Computer Software and Computer Software Documentation clause of DFAR 227.7202-3(a) and it successors, and all use, supplication or disclosure is subject to the license and restrictions set forth in this EULA.
13. APPLICABLE LAW. This EULA is governed by the laws of England excluding (a) its conflicts or choice of law rules, and (b) the United Nations Convention on Contracts for the International Sale of Goods. Except for a request by Crane BSU for injunctive or other equitable relief, any dispute arising out of this AULA will be subject to the exclusive jurisdiction of the courts of England. The prevailing party in any litigation related to this EULA will be entitled to its reasonable attorneys’ fees and court costs.
14. ENTIRE AGREEMENT. This EULA (including any addendum or amendment to this EULA which is included with the Product) are the entire agreement between you and Crane BSU relating to the Product and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Product or any other subject matter covered by this EULA. To the extent the terms of any Crane BSU policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control.
15. PRODUCT OWNERSHIP. The Product is protected by copyright and other intellectual property laws and treaties. Crane BSU owns the title, copyright, and other intellectual property rights in the Product. The Product is licensed, not sold. You take no ownership in any aspect of the Licensed Product and your only rights to use the Product are described in this EULA.
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