Terms & Conditions

IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE YOU ATTEMPT TO DOWNLOAD ANY SOFTWARE FROM THIS WEBSITE:

 

This licence agreement (Licence) is a legal agreement between you (you) and HEXRAY LIMITED of P.O. Box 4825, Warwick CV34 9GD (Hexray, us or we) for our CAMBAM software product (Software), which includes the downloadable computer software itself together with online information and documentation regarding its use (Documentation) available on this website (Website). We are a company registered in England and Wales under number 06290006. The address given above is our address for general correspondence.

 

The Software is designed to be used by individual consumers and small businesses in conjunction with other enabling software to programme and control CNC machinery (whether supplied by Hexray or obtained from other sources). The Licence may be granted to you free of charge in connection with the routine CAMBAM program which has been freely and openly available for some time (Free Software), or for the CAMBAM+ Software with enhanced and further functionalities (CAMBAM+ Software) whether on a further free of charge evaluation basis for up to 50 downloads or indefinitely if a licence fee is paid thereafter in accordance with condition 2 below.

 

 

BY PROCEEDING TO DOWNLOAD ANY SOFTWARE FROM THIS WEBSITE OR CLICKING ON THE "ACCEPT" BUTTON BELOW, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS LICENCE WHICH WILL BIND YOU. IF YOU ARE A BUSINESS, IT WLL ALSO BIND YOUR EMPLOYEES IF THEY MAKE USE OF THE SOFTWARE AND YOU MUST BRING THESE TERMS TO THE ATTENTION OF YOUR EMPLOYEES.  IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, WE ARE UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE THE DOWNLOADING PROCESS NOW.  IN THIS CASE THE DOWNLOADING PROCESS WILL TERMINATE AND NO LICENCE TO YOU WILL COME INTO EXISTENCE

 

 

1.             Grant and scope of licence

1.1          In consideration of payment you agreeing to abide by the terms of this Licence, Hexray hereby grants to you a non-exclusive, non-transferable licence to use the Software and the Documentation in any part of the world on the terms of this Licence.

1.2          You may:

1.2.1          download, install and use the Software (whether the Free Software or the CAMBAM+ Software) for your private use or for business purposes only;

1.2.2          receive and use any free supplementary software code incorporating "patches" and corrections of errors or updated versions of the Software as may be provided by Hexray from time to time;

1.2.3          use any Documentation in support of the use permitted under condition 1.1 and make a copy of the Documentation as may reasonably be necessary for its lawful use.

1.3          You acknowledge that you have no other rights than the rights granted to you by this Licence and you shall assert no other rights in and to the Software and the Documentation.

1.4          You shall in any event have access and may make full use of the user forum on this Website in connection with the use and operation of the Software to enable you to have the full benefit of this Licence.

1.5          We reserve all rights not expressly granted by this Licence.

2.             LICENCE FEE

2.1          If you make use of the Free Software available from this Website, your licence is free of charge and perpetual.

2.2          If you make use of the CAMBAM+ Software on an evaluation basis, your licence is free of charge but it is limited to no more than 50 downloads (thereafter your use shall be automatically disabled).

2.3          You may purchase a licence key to download the CAMBAM+ Software in excess of 50 instances for the single payment licence fee set out on this Website and pay such fee through the PayPal mechanism available on this Website, whereupon you shall be licensed on an perpetual basis (or for as long as our intellectual property rights in the Software endure) to use the CAMBAM+ Software as often as you like.

3.             Your undertakings

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

3.1.1          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;

3.1.2          not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation;

3.1.3          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;

3.1.4          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 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:

(a)        is used only for the purpose of achieving inter-operability of the Software with another software program; and

(b)        is not unnecessarily disclosed or communicated without our prior written consent to any third party; and

(c)        is not used to create any software which is substantially similar to the Software;

3.1.5          to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;

3.1.6          if you are a business, to supervise and control use of the Software and ensure that the Software is used by your employees in accordance with the terms of this Licence;

3.1.7          to replace the current version of the Software with any updated or upgraded version or new release provided by us under the terms of this Licence immediately on receipt;

3.1.8          to include the copyright notice of Hexray on all entire and partial copies you make of the Software on any medium;

3.1.9          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 other than your employees without our prior written consent;

3.1.10        not to use the Software via any communications network or by means of remote access.

4.             USAGE and indemnity

4.1          You understand and acknowledge that the Software and the Documentation is used by you (whether or not with any hardware or CNC machinery) entirely at your own risk.

4.2          We are not responsible for anything you do in connecting, integrating or interfacing the Software with any other software or hardware or CNC machinery or for any product which you may make form the use of the Software SAVE THAT, in accordance with condition 7.1, nothing in this Licence shall exclude or limit our liability for death or personal injury attributable to us in the event of any negligence, breach of duty, omission or default on our part.

4.3          You agree to indemnify us in respect of any losses, costs or expenses which we incur as a result or the unauthorised, inappropriate or negligent use of the Software whether by you or any third party.

5.             Intellectual property rights

5.1          Wherever we use the term “intellectual property” in this Licence, we mean any patent, copyright, registered design, design right, database right, trade mark (whether registered or unregistered and including but not limited to the CAMBAM trade mark and any logo pertaining to the CAMBAM trade mark), any applications for any of the foregoing or other intellectual property right subsisting in respect of the Software or the Documentation.

5.2          You acknowledge that all intellectual property rights in the Software and the Documentation anywhere in the world belong to Hexray, 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.

5.3          You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding.

5.4          You may not (and shall not permit others to) remove, delete, vary or obscure any trade mark, logo, trade name or other mark or copyright or trade mark notice which we attach to the Software or the Documentation to identify our ownership of the intellectual property rights.

6.             warranties & disclaimers

6.1          The Software is provided on an “as is” basis and we do not warrant that it will conform to any description or specification of functionality or that its operation will be uninterrupted or error free when uploaded to your hard drives or other computer systems or that any defects in the Software will be corrected.

6.2          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.

6.3          We warrant that we have tested the Software for viruses using commercially available virus-checking software, consistent with current industry practice.

6.4          You acknowledge however that the Software may not be free of bugs or errors, and agree that the existence of minor errors shall not constitute a breach of this Licence.

6.5          If, within 30 days after you download the Software (and PROVIDING ALWAYS that you have used all reasonable efforts to identify and remedy the cause of the problem), you notify us in writing of any material defect or fault in the Software in consequence of which it fails to function effectively when properly connected to any other appropriate software or hardware or CNC machinery, and such defect or fault does not result from you having amended the Software or used it in contravention of the terms of this Licence, Hexray will, at its sole option, either repair or replace the Software, 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.

6.6          Any statutory or other rights which you may have as a consumer (a purchaser for private as opposed to business, academic or government use) are not affected.

7.             Hexray’s liability

7.1          Nothing in this Licence shall exclude or in any way limit our liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent that it may not be excluded or limited as a matter of law.

7.2          Subject to condition 7.1 we shall not be liable under, or in connection with, this Licence or any collateral contract for:

7.2.1          loss of income;

7.2.2          loss of business profits or contracts;

7.2.3          business interruption;

7.2.4          loss of the use of money or anticipated savings;

7.2.5          loss of information;

7.2.6          loss of opportunity, goodwill or reputation;

7.2.7          loss of, damage to or corruption of data; or

7.2.8          any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.

7.3          Subject to condition 7.1 and condition 7.2, our maximum aggregate liability under or in connection with this Licence, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to a sum equal to the licence fee.

7.4          Subject to condition 7.1, condition 7.2 and condition 7.3, our liability for infringement of third-party intellectual property rights shall be limited to breaches of rights subsisting in the United Kingdom.

7.5          This Licence sets out the full extent of Hexray’s obligations and liabilities in respect of the supply of the Software and Documentation and there are no conditions, warranties, representations or other terms, express or implied, that are binding on Hexray except as specifically stated in this Licence. 

7.6          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, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.

8.             term & Termination

8.1          This Licence is effective from the date you download any Software and shall be of indefinite duration in accordance with condition 2 (except with regard to CAMBAM+ Software downloaded only on an evaluation basis pursuant to condition 2.2 in which event this Licence is not limited in time but allows up to 50 downloads over any time period) unless terminated earlier in accordance with condition 8.2.

8.2          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.

8.3          Upon termination for any reason:

8.3.1          all rights granted to you under this Licence shall cease;

8.3.2          you must cease all activities authorised by this Licence;

8.3.3          you must immediately pay to Hexray any sums due to us under this Licence; and

8.3.4          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 then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

9.             Transfer of rights and obligations

9.1          This Licence is binding on you and us, and on our respective successors and assigns.

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

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

10.          Notices

10.1        All notices given by you to us must be given to us by email to the Website.

10.2        We may give notice to you at either the e-mail or postal address you provided to when you first downloaded the Software.

10.3        Notice will be deemed received and properly served immediately when posted on the Website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

11.          Events outside our control

11.1        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 events outside our reasonable control (Force Majeure Event).

11.2        A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

11.2.1        strikes, lock-outs or other industrial action;

11.2.2        civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

11.2.3        fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

11.2.4        impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

11.2.5        impossibility of the use of public or private telecommunications networks;

11.2.6        the acts, decrees, legislation, regulations or restrictions of any government.

11.3        Our performance under this Licence is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period.

11.4        We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Licence may be performed despite the Force Majeure Event.

12.          Waiver

12.1        If we fail, at any time during the term of this Licence, to insist upon strict performance of any of your obligations under this Licence, or if we fail to exercise any of the rights or remedies to which we are entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

12.2        A waiver by us of any default shall not constitute a waiver of any subsequent default.

12.3        No waiver by us 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.

13.          Severability

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.

14.          Entire agreement

14.1        This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Software and Documentation and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.

14.2        We each acknowledge that, in entering into this Licence, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to entering into this Licence except as expressly stated in this Licence.

14.3        Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this Licence (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these terms and conditions.

15.          third parties

Any person who is not a party to this Licence has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this licence but this does not affect any right or remedy of a third party which exists or is available independently of such Act.

16.          ILLEGALITY AND SEVERANCE

16.1        If any provision of this Licence is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the remaining provisions of this Licence shall not be affected thereby.

17.          Law and jurisdiction

17.1        This Licence is governed and shall be construed in all respects in accordance with the laws of England and Wales.

17.2        Any dispute arising from or related to any term of this Licence shall be subject to the exclusive jurisdiction of the courts of England and Wales.