Equations for Windows 1.0

END USER LICENCE AGREEMENT

IMPORTANT NOTICE: PLEASE READ CAREFULLY

This END USER LICENCE AGREEMENT (EULA") shall constitute a legally binding agreement between: (1) IO Software Limited (company number 05285414) whose registered office is at Office 13c Albion Mills, Greengates, Bradford, West Yorkshire, BD10 9TQ, United Kingdom ("the Licensor"); and (2) the person or body corporate, entering into this EULA with the Licensor ("You").

END USER LICENCE AGREEMENT

IMPORTANT NOTICE: PLEASE READ CAREFULLY

This END USER LICENCE AGREEMENT (EULA") shall constitute a legally binding agreement between: (1) IO Software Limited (company number 05285414) whose registered office is at Office 13c Albion Mills, Greengates, Bradford, West Yorkshire, BD10 9TQ, United Kingdom ("the Licensor"); and (2) the person or body corporate, entering into this EULA with the Licensor ("You").

You intend to download from the URL http://www.iosoftware.co.uk ("the Website"), install and utilise the software known as IO Software Equations! ("the Software").

By downloading, installing and utilising the Software, You agree to be bound by the terms and conditions of this EULA.

If You do not agree to the terms and conditions of this EULA, do not download, install or utilise the Software.

1. GRANT OF LICENCE

The Licensor hereby grants to You a single-user, non-exclusive, non-transferrable, right and license to download, install, utilise and operate the Software on no more than two (2) separate computer workstations at any one time.

The Software is licensed and not sold. The Licensor reserves all rights not expressly granted to You under this EULA.

2. UPGRADES

Provided that You have purchased the Licence You shall be eligible to benefit from minor and non-material Software upgrades, updates, fixes and patches ("Upgrades"), free of any further charge.

All intellectual property rights and other proprietary rights (including copyright and other related rights) in the Upgrades, are and shall at all time remain the property of the Licensor.

In the absence of any additional licensing conditions associated with the Upgrades (which shall be brought to your attention before the Upgrades are installed), the terms and conditions of this EULA shall govern the use of the Upgrades.

3. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights and other proprietary rights (including copyright and other related rights) in the Software, are and shall at all time remain the property of the Licensor.

Any logos, trade and service marks and names, product names or other support materials utilised in the Software are proprietary to the Licensor or its suppliers.

4. COPYRIGHT RESTRICTION

The Software has the benefit of copyright protection pursuant to the Copyright Designs and Patents Act 1988 together with any international copyright conventions currently in force.

Unauthorised copying of any element of the Software, is expressly forbidden.

You shall be held responsible by the Licensor for any copyright infringement, which is caused or encouraged by the failure of You (or your employees, servants or agents) to abide by the terms and conditions of this EULA.

Notwithstanding the other provisions of this Clause 4, You are authorised to make one (1) copy of the Software, for back up purposes.

5. GENERAL RESTRICTIONS

You shall not, by any means and without the prior written consent of the Licensor:

- install or operate (or allow your employees, servants or agents to install or operate) the Software, otherwise than in accordance with Clause 1;

- install or operate the Software in any computerised or shared resource, local area or wide area network, so as to circumvent the provisions of Clause 1;

- distribute, modify, adapt, translate, reverse engineer, disassemble, de-compile or crack the Software (by whatever means), except to the extent permissible by law;

- remove, deface or disguise any notices of copyright, logos, brand names, or any of the Licensor's details from the Software;

without the prior written consent of the Licensor.

You shall use your best endeavours to ensure that the Software is not made available to any unlicensed third party.

6. TRANSFER RESTRICTIONS

This Software is licensed only to You, and shall not be transferred to any third party without the prior written consent of the Licensor.

Under no circumstances whatsoever, shall You transfer, assign, rent, lease, sell or otherwise dispose of the Software on a temporary or permanent basis except as expressly provided herein.

7. TERMINATION

This EULA is perpetual and effective until terminated.

If You fail to comply with any provision of this EULA, the Licensor shall have the right to terminate this EULA, without any further notice to You.

Upon termination of this EULA, You shall remove, de-install and destroy all copies of the installed Software.

8. NO WARRANTY

You acknowledge that the Software is provided on an "as is" basis, and without any warranty of any kind whatsoever.

The Licensor does not warrant, guarantee or make any representations regarding the functionality or application of the Software, in terms of its correctness, accuracy, reliability, quality, or fitness for a particular purpose or otherwise.

In so far as this Software is intended for business and non-consumer (or private purposes), all express and implied warranties and terms, including but not limited to the implied warranties of quality and fitness for a particular purpose, are to the fullest extent permissible by law excluded by the Licensor. Where the Software is licensed under a consumer transaction the statutory rights You have are not affected by the terms and conditions of this EULA, in particular those set out in Clause 8 and 9.

No oral, written or electronic information (including information available on the Website) or advice given by the Licensor, its dealers, distributors, agents or employees shall create a warranty, or in any way increase the scope of this warranty, and You may not rely on any such information or advice.

9. LIABILITY

The entire risk in respect of the results and performance of the Software, is assumed by You.

Neither the Licensor nor anyone else who has been involved in the creation, production and delivery of the Software, shall be liable for any direct, indirect, consequential or incidental losses, including (but not limited to) loss of business profits, business interruption, loss of business information and other economic losses and the like, arising under or in connection with:

- the use of, or inability to make use of the Software (even if the Licensor has been advised of the possibility of such damages);

- any breach of the Licensor's contractual obligation's under this EULA;

- any tortuous acts or omissions including acts of negligence.

If any exclusion, limitation, disclaimer or other provision contained in this EULA is held to be invalid by a court of competent jurisdiction, and the Licensor becomes liable for losses or damages that could otherwise have been excluded, then the sole and exclusive remedy available to You, shall be:

- to allow the Licensor to repair or replace the Software; or

- to obtain a full refund of any and all monies paid by You, for the Software.

The Licensor does not exclude or limit liability for death or personal injury.

You acknowledge that the allocation of risk in this licence reflects the price paid by You for the Software.

10. CHOICE OF LAW & JURISDICTION

This EULA shall be governed and construed in accordance with the laws of England and Wales, and the parties shall submit to the non-exclusive jurisdiction of the English Courts.

11. GENERAL

The invalidity, illegality or unenforceability of the whole or part of a condition does not affect or impair the continuation in force of the remainder of these conditions.

The failure by the Licensor to exercise or delay in exercising a right or remedy provided by this EULA or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this EULA or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.

A notice under or in connection with this EULA shall be in writing and shall be delivered by electronic mail or sent by first class post pre-paid recorded delivery (and airmail if overseas) or by fax to the party due to receive the notice at its last known address.

A person who is not a party to this EULA shall have no rights under the Contracts (Rights of Third Parties Act) 1999 to enforce any of its terms.

This EULA, together with the documents referred to in it, constitutes the entire agreement and understanding between the parties in respect of the matters dealt with in it and supersedes any previous agreement between the parties relating to such matters.