The following constitutes the licence agreement for software distributed with any products:

Your right to use the electronic content ("the Software") specified in the schedule, user's instructions and supplemental materials for aiding the use of the Software ("the Program Documentation") is subject to the terms as set out in this Licence Agreement. Selecting "I Agree" on the CD-ROM indicates your acceptance of the terms of this Licence Agreement. If you do not accept, you will be unable to access the Software and should return the Software unused and intact within 14 days of purchase to Biggles Software for a full refund.

This Licence Agreement is between:

  1. Biggles Software [address available] ("the Licensor"); and
  2. the purchaser of the Software ("the Licensee").

Now it is hereby agreed as follows:

PRODUCTS AND LIMITED SUPPORT SERVICES TO BE PROVIDED

In exchange for the payments of the Purchase Price for the licence granted under this Agreement as notified by the Licensee ("the Purchase Price"), the Licensor hereby agrees to:

1.1 grant to the Licensee a non-exclusive, non-transferable licence to use the Software.

1.2 to deliver the Software and any Program Documentation to the Licensee (the Software delivered shall consist of one copy of the Software in machine readable form and associated electronic content, on the compact disc on which the Software is recorded or printed ("CD-ROM"), or through which the Software is accessed, and risk in the CD-ROM shall pass to the Licensee on delivery);

1.3 to provide the Licensee the support services specified in clause 1.4, all upon the terms and conditions hereinafter contained.

1.4 the Licensor will endeavour to answer by telephone any queries the Licensee may have regarding the use of the Software or its application for the duration of the License, at a time of day mutually agreeable to both parties.

LICENCE

2.1 The Licensor hereby grants to the Licensee a non-exclusive, non-transferable License to install, run and use the Software on any number of computers within the Licensee's establishment providing the correct Purchase Price has been paid in accordance with clause 7.1. The Licensee may make copies of the Software for use only within the Licensee's establishment, or install a copy of the Software on a network server, used only to run the Software on other computers over an internal network. Title to the Software is not transferred to the Licensee.

2.2 The Licensee shall not permit any third party to have access to, or copy or use the Software nor use the Software on behalf of or for the benefit of any third party (in any way whatsoever).

2.3 The License shall not be deemed to extend to any programs or materials of the Licensor other than the Software unless specifically agreed in writing by the Licensor.

2.4 The Licensee hereby acknowledges that it is licensed to use the Software and any Program Documentation only in accordance with the express terms of this Agreement and not further or otherwise.

PROHIBITED ACTIVITES

The Licensee is not permitted to and hereby undertakes not to:

3.1 use or copy the Software except as permitted by this Agreement;

3.2 transfer, distribute, rent, loan, lease, sub-lease or otherwise deal in the Software;

3.3 copy any Program Documentation except as permitted by this Agreement;

3.4 alter, adapt, merge, modify or translate the whole or any part of the Software in any way whatsoever for any purpose, including, without limitation, for error correction;

3.5 permit the whole or any part of the Software to be combined with or become incorporated in any other product or program except as explicitly allowed for by this Agreement;

3.6 reverse-engineer, disassemble or decompile the Software except that the Licensee may decompile the Software only to the extent permissible by law;

3.7 remove, change or obscure any product identification or notices of proprietary rights and restrictions on or in the Software/Program Documentation;

3.8 except as permitted by this Agreement, copy, adapt, translate or alter all or any part of the Software/Program Documentation or any printed copy made as permitted herein.

TERM AND TERMINATION

4.1 The licence shall commence on acceptance of the Agreement and shall continue until terminated by the Licensee destroying the Software and any Program Documentation and all copies of the whole or any part thereof or one year after the date of this Agreement, whichever is the earlier. It will also terminate if the Licensee fails to pay the Purchase Price by the end of the payment period specified in clause 7.1 or commits any other breach of any term of this Agreement and (in the case of a breach capable of being remedied) shall have failed within 7 days after the receipt of a request in writing from the Licensor so to do, to remedy such action.

4.2 Forthwith, upon the termination of the licence the Licensee agrees to return to the Licensor the Software and any Program Documentation or, if requested by the Licensor, to destroy the same (including by erasing the Software from the magnetic CD-ROM on which it is stored and any and all copies on hard and back-up disks) including all copies of the whole or any part thereof and to certify in writing to the Licensor that they have been destroyed. Any termination of the licence or this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party.

COPYRIGHT AND OWNERSHIP

5.1 Save as provided herein, the Software, any Program Documentation and CD?ROM and the copyright and other intellectual property rights of whatever nature in the same are and shall remain, unless specified otherwise, the property of the Licensor and the Licensor reserves the right to grant licences to use the Software and Program Documentation to any other party or parties. Any third party program provided along with the Software that is associated with a separate end?user Licence Agreement is licensed to you under the terms of that Licence Agreement. To the extent that the Software consists of reconfigurations of third party programs (such reconfigurations having been carried out with the consent of such third parties) all copyright and all intellectual property rights in the third party programs prior to reconfiguration are and shall remain the property of those third parties.

5.2 Where the Software provides a facility for the Licensee to make their own files accessible from within the Software, the Licensor shall not be liable for the use or content of such files, which remain the property of the Licensee.

5.3 The Licensee shall notify the Licensor immediately if the Licensee becomes aware of any unauthorised use of the whole or any part of the Software/Program Documentation by any person.

5.4 The Licensee shall not remove or deface any copyright notices or proprietary legends affixed or attached to the Software/Program Documentation.

LIMITED WARRANTY AND LIABILITY

6.1 The Licensor only warrants that the Software when used properly and strictly in accordance with the provisions of this Agreement, will provide the functions and facilities and perform substantially as described in the Program Documentation for the warranty period specified in the Schedule and that the CD?ROM on which the Software is recorded will be free from material defects in workmanship for such warranty period.

6.2 The Licensor's liability and the Licensee's sole remedy in the event of a breach of any of the warranties given in clause 6.1 will be, at the Licensor's option, to either Repair or replace the Software or CD?ROM which does not conform with the warranty or refund the Purchase Price and terminate the Licence.

6.3 The remedy set out in clause 6.2 is subject to the return of the Software and Program Documentation with the Licensee's payment receipt to the Licensor not later than five (5) days after the end of such warranty period aforesaid.

6.4 The Licensee acknowledges that the Software has not been prepared to meet the Licensee's individual requirements and that it is therefore the responsibility of the Licensee to ensure that the facilities and functions thereof meet the Licensee's requirements. The Licensee further acknowledges that it is the responsibility of the Licensee to ensure that the systems upon which it uses the Software are in good working order and are compatible with the Software. The Licensor shall not be liable for any failure of the Software to provide any facility or function not specified in the Program Documentation. Save as provided herein, the entire risk as to the performance and results of the Software is assumed by the Licensee.

6.5 Notwithstanding anything else contained in this Agreement the Licensor shall not be liable to the Licensee for loss of or corruption to data, loss of profits or contracts, business interruptions, or other indirect, consequential or special loss whether arising from negligence, tort, breach of contract or otherwise.

6.6 The Licensor's liability to the Licensee for actual damages for any cause whatsoever shall in any event be limited to the Purchase Price paid by the Licensee to the Licensor. In no event shall the Licensee raise any claim under the Agreement more than one (1) year after the discovery of the circumstances giving rise to such claim or the date of termination of this Agreement.

6.7 Except as expressly provided in this Agreement no warranty, condition, representation, undertaking or term, express or implied, statutory or otherwise, as to the condition, quality, performance, merchantability or fitness for purpose of the Software/Program Documentation is given or assumed by the Licensor and all such warranties, conditions, representations, undertakings and terms are hereby excluded. Furthermore, the Licensor does not warrant that the use of the Software will be uninterrupted or error free or that any errors or defects in the Software will be able to be remedied.

FEES AND PAYMENTS

7.1 The Purchase Price is based on the number of pilots within the Licensee's establishment on the date of invoice. The Licensee will pay the Purchase Price for the Software within thirty days of date of invoice.

GENERAL

8.1 This Agreement shall be governed by English law. Any rights not expressly granted herein are reserved. All Trademarks and Copyrights respected.

8.2 Any questions concerning this Agreement should be sent to the Licensor Biggles Software [address available].