SOFTWARE LICENCE

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE AGREEING TO IT.

THIS SOFTWARE LICENCE (“LICENCE”) IS A LEGAL AGREEMENT BETWEEN YOU (“LICENSEE” OR “YOU”) AND KEYNETICS LIMITED (“KEYNETICS” OR “WE”) FOR THIS SENTRIKEY SOFTWARE PRODUCT (“SOFTWARE”) AND THE ASSOCIATED ONLINE DOCUMENTATION (“DOCUMENTATION”).

THE SOFTWARE IS LICENSED TO KEYNETICS BY SENTRILOCK LLC FOR USE BY KEYNETICS’S CUSTOMERS ON THE TERMS SET OUT IN THIS LICENCE. BY CLICKING ON THE “AGREE” BUTTON BELOW YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE ARE UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE THE REGISTRATION PROCESS NOW BY CLICKING ON THE “DISAGREE” BUTTON BELOW. IN THIS CASE THE REGISTRATION PROCESS WILL TERMINATE.

1. GRANT AND SCOPE OF LICENCE

1.1. In consideration of you agreeing to abide by the terms of this Licence, Keynetics grants you a non-exclusive, non-transferable licence to use the Software and the Documentation subject to the terms and restrictions set out in this Licence.

1.2. You may:

1.2.1. download, install and use the Software for your private or internal business purposes only [either i) on one CPU if the Licence is a single-user licence or the Software is for single use, or ii) if the Licence is a multi-user or network licence, by the number of concurrent users agreed between you and Keynetics];

1.2.2. [transfer the Software from one computer to another provided it is used on only one computer at any one time];

1.2.3. make up to [one] copy of the Software for back-up purposes only subject to compliance with the undertakings set out in clause 2.1;

1.2.4. [receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by Keynetics from time to time];

1.2.5. use any Documentation in support of the use permitted under this clause

1.3. The Software is licensed to be used only in connection with the SentriKey products.

1.4. No licence is granted to you in the human readable code of the Software (source code).

1.5. Except as expressly set out in this Licence, this Licence does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect of the Software or the Documentation.

2. LICENSEE’S UNDERTAKINGS

2.1. Except as expressly set out in this Licence or as permitted by any local law, you undertake:

2.1.1. 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;

2.1.2. not to rent, lease, distribute, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation, or otherwise use the Software in a time-sharing arrangement or in any other unauthorised manner;

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, decompile, reverse engineer or create derivative works based on, the whole or any part of the Software, nor attempt to do any such things, 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:

2.1.4.1. is used only for the purpose of achieving inter-operability of the Software with another software program; and

2.1.4.2. is not unnecessarily disclosed or communicated to any third party; and

2.1.4.3. is not used to create any software which is substantially similar to the Software;

2.1.5. to reproduce and include the copyright notice of Keynetics, and any other proprietary rights notices appearing on the Software, on all entire and partial copies you make of the Software on any medium;

2.1.6. 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 Keynetics.

2.2. [You agree that you will not export, directly or indirectly, the Software, the Documentation (or any copies thereof), any technical data acquired from Keynetics under this Licence, or any products incorporating or utilizing the Software, Documentation or such data, in breach or violation of any applicable laws or regulations, including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.]

3. INTELLECTUAL PROPERTY RIGHTS AND TRADE SECRETS

3.1. You acknowledge that all intellectual property rights in the Software and the Documentation anywhere in the world belong to Keynetics, or its licensors, 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 and agree that the structure, sequence and organisation of the Software are the valuable trade secrets of Keynetics. You agree to hold such trade secrets in confidence. You further acknowledge and agree that ownership of, and title to, the Software and all subsequent copies thereof regardless of the form or media are held by Keynetics.

3.3. You acknowledge that you have no right to have access to the Software in source code form or in unlocking coding or with comments.

4. NO WARRANTY

4.1. The Software and Documentation are provided on an “as is” basis. Because the Software and Documentation are provided to the Licensee free of charge, Keynetics makes no representation, warranty or condition, express or implied (whether by statute or otherwise), as to the Software or the Documentation. Any representation, warranty, condition or other term concerning the supply of the Software or the Documentation, including but not limited to merchantability, fitness for a particular purpose, non-infringement of third parties rights, or which might otherwise be implied into, or incorporated in, this Licence, are expressly excluded to the fullest extent permitted by law.

4.2. Keynetics makes no representation, warranty or condition that the Software is free of bugs, errors or viruses or that the Software is suitable for your intended use. You acknowledge that the Software has not been developed to meet your individual requirements and that it is your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.

5. LIMITATION OF LIABILITY

5.1. Subject to clause 5.2, in no event shall Keynetics be liable to the Licensee or any other party (including any liability for the acts or omissions of its employees, agents and subcontractors), whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation or otherwise, for any i) loss of income; ii) loss of business, profits or contracts; iii) business interruption; iv) loss of the use of money or anticipated savings; v) loss of information; vi) loss of opportunity, goodwill or reputation; vii) loss of, damage to or corruption of data; or viii) any special, indirect or consequential loss or damage of any kind; suffered by the Licensee or any other party that arises out of or in connection with this Licence or the use or inability to use the Software.

5.2. Nothing in this Licence shall limit or exclude Keynetics’s liability for death or personal injury caused by its own negligence, fraud or fraudulent misrepresentation, or any other liability which may not be excluded by law.

6. TERM AND TERMINATION

6.1. This Licence is effective until terminated. You may terminate it at any time by destroying the Software and any Documentation in your possession, together with all copies and merged portions in any form. It will also terminate immediately if you fail to comply with any term or condition of this Licence.

6.2. Upon termination of this Licence 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; and

6.2.3. you must immediately delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to Keynetics (at Keynetics’s option) all copies of the Software and Documentation then in your possession, custody or control and, in the case of destruction, certify to the Keynetics that you have done so.

7. TRANSFER OF RIGHTS AND OBLIGATIONS

7.1. This Licence is binding on you and Keynetics, and on our respective successors and assigns.

7.2. You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without the prior written consent of Keynetics.

7.3. Keynetics may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of its rights or obligations arising under it, at any time during the term of the Licence.

8. SEVERABILITY

8.1. 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 severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

9. WAIVER

9.1. If Keynetics fails, at any time during the term of this Licence, to insist upon strict performance of any of the Licensee’s obligations under this Licence, or if it fails to exercise any of the rights or remedies to which it is entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve the Licensee from compliance with such obligations.

9.2. A waiver by Keynetics of any default shall not constitute a waiver of any subsequent default.

9.3. No waiver by Keynetics 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. ENTIRE AGREEMENT

10.1. This Licence constitutes the whole agreement between you and Keynetics and supersedes any previous arrangement, understanding or agreement, relating to the licensing of the Software and Documentation, and may be amended only in writing signed by both parties.

10.2. You acknowledge that, in entering into this Licence, you have not relied on any statement, representation, assurance or warranty of any person (whether a party to this Licence or not) other than as expressly set out in this Licence. 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.

10.3. Nothing in this clause shall limit or exclude any liability for fraud.

11. GOVERNING LAW

    11.1. This Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and submitted to the exclusive jurisdiction of the English courts.