This End-User Licence Agreement (“EULA”) is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as “You”) and Hazelnut Software Ltd (“Hazelnut”) for the SOFTWARE PRODUCT that accompanies this EULA, including any associated media, printed materials and electronic documentation (“SOFTWARE PRODUCT”).
The SOFTWARE PRODUCT also includes any software updates, add-on components, services and/or supplements that Hazelnut may provide to You or make available to You after the date You obtain Your initial copy of the SOFTWARE PRODUCT to the extent that such items are not accompanied by a separate licence agreement or terms of use.
By installing, copying, downloading, accessing or otherwise using the SOFTWARE PRODUCT, You agree to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, do not install, access or use the SOFTWARE PRODUCT.
Grant of Licence
As long as you comply with the terms of this EULA, Hazelnut grants to you a non-exclusive licence to Use the SOFTWARE PRODUCT for the purposes described in the Documentation. You may install, use, access, display and run one copy of the SOFTWARE PRODUCT on a single computer.
Reverse Engineering, Decompilation and Disassembly
You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
Copyright
The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold. All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music and text incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by Hazelnut or its suppliers. All title and intellectual property rights in and to the content that may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. If this SOFTWARE PRODUCT contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. You may not copy the printed materials accompanying the SOFTWARE PRODUCT.
Trademarks
This EULA does not grant you any rights in connection with any trademarks or service marks of Hazelnut.
Rental
You may not rent, lease, or lend the SOFTWARE PRODUCT.
Software Transfer
The initial licensee of the SOFTWARE PRODUCT may make a one-time permanent transfer of this SOFTWARE PRODUCT and EULA only directly to an end user. This transfer must include all of the SOFTWARE PRODUCT (including all component parts, the media and printed materials, any upgrades and this EULA). Such transfer may not be by way of consignment or any other indirect transfer. The transferee of such one-time transfer must agree to comply with the terms of this EULA, including the obligation not to further transfer this EULA and SOFTWARE PRODUCT.
Termination
Without prejudice to any other rights, Hazelnut may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts.
Backup Copy
After installation of one copy of the SOFTWARE PRODUCT pursuant to this EULA, you may keep the original media on which the SOFTWARE PRODUCT was provided by Hazelnut solely for backup or archival purposes. If the original media is required to use the SOFTWARE PRODUCT, you may make one copy of the SOFTWARE PRODUCT solely for backup or archival purposes. Except as expressly provided in this EULA, you may not otherwise make copies of the SOFTWARE PRODUCT or the printed materials accompanying the SOFTWARE PRODUCT.
Warranty
The Software is being delivered to you “AS IS” and Hazelnut makes no warranty as to its use or performance. Hazelnut and its suppliers do not and cannot warrant the performance or results you may obtain by using the SOFTWARE PRODUCT. Except for any warranty, condition, representation or term to the extent to which the same cannot or may not be excluded or limited by law applicable to you in your jurisdiction, Hazelnut and its suppliers make no warranties, conditions, representations or terms (express or implied whether by statute, common law, custom, usage or otherwise) as to any matter including without limitation noninfringement of third party rights, merchantability, integration, satisfactory quality or fitness for any particular purpose.
Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall Hazelnut or its suppliers be liable for any special, incidental, indirect or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information or any other pecuniary loss) arising out of the use of or inability to use the SOFTWARE PRODUCT or the provision of or failure to provide support services, even if Hazelnut has been advised of the possibility of such damages. In any case, Hazelnut's entire liability under any provision of this EULA shall be limited to the amount You actually paid to Hazelnut for the SOFTWARE PRODUCT or service that directly caused the damage. Because some jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to You.
Law and Jurisdiction
This Agreement shall be considered as an agreement made in England and shall be interpreted in accordance with English Law and the courts of England shall have exclusive jurisdiction over all disputes which may arise between the parties.
Representations
By entering into this Agreement, You acknowledge that You shall not have relied on any prior representation, warranty or other assurance made by or on behalf of Hazelnut and You waive all rights and remedies which but for this Agreement, might otherwise be available to You in respect or of such representation, warranty or other assurance, provided that nothing in this clause shall exclude or limit any liability for fraud.
Severability
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid provision eliminated. In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of the contract, the parties shall immediately commence good faith negotiation to remedy such invalidity.
Force Majeure
Hazelnut shall not be liable for delay or failure to perform any of its contractual obligations under any Licence insofar as the performance of such obligation is prevented by a force majeure event which is beyond its reasonable control. Notwithstanding the foregoing, Hazelnut shall use all reasonable endeavours to continue to perform its obligations hereunder for the duration of such force majeure event.