Software License

PLEASE READ CAREFULLY BEFORE DOWNLOADING ANY SOFTWARE FROM THIS WEBSITE:

This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Macmillan Digital Science Limited (whose registered office is at Houndmills, Basingstoke, Hampshire RG21 6XS) (Licensor, us or we) for:

We licence use of the Software and Documentation to you on the basis of this Licence. We do not sell the Software or Documentation to you. We remain the owners of the Software and Documentation at all times.

OPERATING SYSTEM REQUIREMENTS: THIS SOFTWARE REQUIRES A MAC COMPUTER WITH A MINIMUM OF 1GB OF MEMORY AND MAC OS X WITH MINIMUM OPERATING SYSTEM VERSION 10.6 (SNOW LEOPARD).

IMPORTANT NOTICE TO ALL USERS:

IMPORTANT NOTICE TO CONSUMERS:

  • AS A CONSUMER, YOU HAVE THE RIGHT TO WITHDRAW FROM YOUR TRANSACTION WITHOUT CHARGE AND WITHOUT ANY REASON BEFORE DOWNLOADING THE SOFTWARE/DOCUMENTATION.
  • HOWEVER, YOU WILL LOSE THE RIGHT TO CANCEL THE TRANSACTION ONCE YOU BEGIN TO DOWNLOAD THE SOFTWARE/DOCUMENTATION.
  • THIS DOES NOT AFFECT YOUR CONSUMER RIGHTS FOR DEFECTIVE DOWNLOADED SOFTWARE/DOCUMENTATION.

We recommend that you print a copy of this Licence for future reference.

1. GRANT AND SCOPE OF LICENSE

1.1. In consideration of payment by you of any applicable licence fee (the “Licence Fee”) and in consideration of you agreeing to abide by the terms of this Licence, we hereby grants to you a personal, non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence.

1.2. You may:

  1. download, install and use the Software for your personal purposes (if you are a consumer) or your internal business purposes (if you are a business);
  2. provided it is used on only one computer at any one time, transfer the Software from one computer to another;
  3. provided you comply with the provisions of this Licence, make one copy of the Software for back-up purposes only;
  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 us from time to time;
  5. use any Documentation in support of the use of the Software permitted under this Licence.

2. RESTRICTIONS

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

  1. not to copy the Software or Documentation except where such copying is incidental to normal use of the Software;
  2. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation;
  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;
  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 thing 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:
    1. is used only for the purpose of achieving inter-operability of the Software with another software program; and
    2. is not unnecessarily disclosed or communicated without our prior written consent to any third party; and<
    3. is not used to create any software which is substantially similar to the Software;
  5. if you are a business, to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence;
  6. not to remove our copyright notice or other intellectual property notices from the Software and/or Documentation;
  7. 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 us.

3. INTELLECTUAL PROPERTY RIGHTS

3.1. You acknowledge that all intellectual property rights in the Software and the Documentation anywhere in the world belong to us, 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 that you have no right to have access to the Software in source code form or in unlocked coding or with comments.

4. LIMITED WARRANTY

4.1. We warrant that:

  1. the Software will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documentation; and
  2. that the Documentation correctly describes the operation of the Software in all material respects,

for a period of 90 days from the date of installation of the Software (Warranty Period).

4.2. If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Documentation, we will, at our sole option, either repair or replace the Software, or provide you with a refund of any applicable Licence Fee, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.

4.3. The warranty does not apply:

  1. if the defect or fault in the Software results from you having amended the Software; or
  2. if the defect or fault in the Software results from you having used the Software in contravention of the terms of this Licence;

4.4. If you are a consumer, this warranty is in addition to your statutory legal rights in relation to Software that is faulty or not as described.

5. LIMITATION OF LIABILITY IF YOU ARE A BUSINESS USER

5.1. You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.

5.2. If you are a business customer, we only supply the Software and Documentation for internal use by your business, and you agree not to use the Software or Documentation for any re-sale purposes.

5.3. We shall not under any circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:

  1. loss of profits, sales, business, or revenue;
  2. business interruption;
  3. loss of anticipated savings;
  4. loss or corruption of data or information;
  5. loss of business opportunity, goodwill or reputation; or
  6. any indirect or consequential loss or damage.

5.4. Other than the losses set out in clause 5.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 150% of the Licence Fee. This maximum cap does not apply to clause 5.5.

5.5. Nothing in this Licence shall limit or exclude our liability for:

  1. death or personal injury resulting from our negligence;
  2. fraud or fraudulent misrepresentation;
  3. any other liability that cannot be excluded or limited by English law.

5.6. This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documentation. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

6. LIMITATION OF LIABILITY IF YOU ARE A CONSUMER USER

6.1. You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.

6.2. If you are a consumer, we only supply the Software and Documentation for domestic and private use. You agree not to use the Software and Documentation for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, loss of business opportunity or any indirect or consequential loss or damage.

6.3. Our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 150% of the Licence Fee. This does not apply to the types of loss set out in clause 6.4.

6.4. Nothing in this Licence shall limit or exclude our liability for:

  1. death or personal injury resulting from our negligence;
  2. fraud or fraudulent misrepresentation;
  3. any other liability that cannot be excluded or limited by English law.

7. TERMINATION

7.1. We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

7.2. Upon termination for any reason:

  1. all rights granted to you under this Licence shall cease;
  2. you must immediately cease all activities authorised by this Licence;
  3. you must immediately delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Software and Documentation then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

8. COMMUNICATIONS BETWEEN US

8.1. If you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us or by pre-paid post to

Attention: Projects Team
Digital Science
Macmillan Building
4 Crinan Street
London, N1 9XW
United Kingdom.

We will confirm receipt of this by contacting you in writing, normally by e-mail.

8.2. If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order for the Software.

9. EVENTS OUTSIDE OUR CONTROL

9.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 9.2.

9.2. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

9.3. If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:

  1. our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
  2. we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.

10. OTHER IMPORTANT TERMS

10.1. We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.

10.2. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

10.3. In order to benefit from special academic discounts on the Licence Fee which may made available by us from time to time (“Academic Discount”), you must be either a registered student and possess a valid student I.D. or you must be engaged or employed by a higher education institution. We are entitled at any time to require that you produce evidence of your entitlement to an Academic Discount. We reserve the right to terminate this Licence in our absolute discretion if we should determine that you are not entitled to an Academic Discount that you have claimed. We will inform you if we cancel this Licence on the above basis. In such circumstances, any payments you have made will be refunded to you.

10.4. This Licence and any document expressly referred to in it constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of the us which is not set out in this Licence or any document expressly referred to in it.

10.5. If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

10.6. Each of the clauses of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.

10.7. This Licence, including its subject matter and its formation (and any non-contractual disputes or claims), is governed by English law. We both agree to the exclusive jurisdiction of the courts of England.

10.8 Finally, please note that Macmillan Publishers Limited (“MPL”) is authorised by Macmillan Digital Science Limited to process all payments in respect of the supply of goods and/or services under these terms as an agent of Macmillan Digital Science Limited acting in its own name under section 47 of the VAT Act 1994. These terms are between Macmillan Digital Science Limited and you; MPL shall not have any liability to you under these terms.