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This end-user licence agreement ("EULA") is a legal agreement between you ("You" or “Your”) and

The University of Salford, Salford, Greater Manchester, M5 4WT, UK ("University").

By exercising the rights granted to You under the terms and conditions of this EULA, You accept and
agree to be bound by the terms and conditions of this EULA.

Section 1 – Definitions

Aletheia Tool The intellectual property owned by the University including, without limitation,
all information, invention, know-how, knowledge, product, copyright, or similar
copyright in the compiled and packaged binaries/executables of Aletheia
version 3 (3.0, 3.1, 3.2)
Field Document mark up and analysis

Term 1 calendar year from the date of accessing the Aletheia Tool

Use Application of the Aletheia Tool to no greater than 100,000 documents.

Section 2 – Grant of License

The University hereby grants to You a non-exclusive, non-sub-licensable license to the Aletheia Tool
during the Term for the purpose of the Use in the Field.

Section 3 – Your Obligations

3.1 You shall:

(a) not translate, adapt, vary, modify, disassemble, decompile or reverse engineer the
Aletheia Tool without the University’s prior written consent;

(b) only make use of the Aletheia Tool for the purposes authorised in this EULA;

(c) effect and maintain adequate security measures to safeguard the Aletheia Tool from
access or use by any unauthorised person; and

(d) not do or omit to do, or with the assistance of any other person, do or omit to do
anything which will or might diminish the rights of the University.
3.2 You shall maintain full and accurate records of the number of documents processed using the
Aletheia Tool, and shall make this information available upon written request of the University.

3.3 You shall at all times indemnify, and keep indemnified, the University against all or any
costs, claims, losses, damages, costs or expenses (including reasonable legal and
other professional costs and expenses) incurred by the University or for which the
University may become liable with respect to any liability claim relating to Your Use of
the Aletheia Tool.

Section 4 – Warranties and Liabilities

4.1 To the extent permitted by applicable law, the University:

a. disclaims all warranties with respect to the Aletheia Tool, either express or implied,
including but not limited to any implied warranties relating to quality, fitness for any
particular purpose or ability to achieve a particular result;
b. makes no warranty that the Aletheia Tool is error free or that its use will be
uninterrupted and You acknowledge and agree that the existence of such errors shall
not constitute a breach of this EULA.

4.2. Nothing in this ELUA limits or excludes the liability of You or the University for death
or personal injury resulting from You or the University’s negligence, for any damage or
liability incurred You or the University as a result of fraud or fraudulent
misrepresentation by You or the University or for any other type of liability which
cannot be lawfully limited or excluded.

4.3 The limit of liability of the University in contract, tort (including negligence or breach of
statutory duty), misrepresentation, restitution or otherwise arising in connection with
the performance or contemplated performance of its obligations under this ELUA shall
be limited to £1 British Sterling.

Section 5 - Confidential Information

5.1 You undertake, except as provided below, to treat as confidential and keep secret all
information marked ‘confidential’ or which may reasonably be supposed to be confidential,
including, without limitation, information contained or embodied in the Aletheia Tool and other
information supplied by the University (in this EULA collectively referred to as ‘the Information’).
You undertake to treat the Information with the same degree of care as you employ with regard
to Your own confidential information of a like nature and in any event in accordance with best
current commercial security practices, provided that this clause shall not extend to any
information which was rightfully in Your possession prior to Your agreement to this EULA or
which is already public knowledge or becomes so at a future date (otherwise than as a result of
a breach of this clause).

5.2 You shall not without the prior written consent of the University divulge any part of the
Information to any person except:

(a) to Your own employees and then only to those employees who need to know the same;

(b) to Your auditors, an officer of Inland Revenue, an officer of HM Customs and Excise, a
court of competent jurisdiction, governmental body or applicable regulatory authority and
any other persons or bodies having a right duty or obligation to know the business of You
and then only in pursuance of such right duty or obligation;

5.3 You shall promptly notify the University if You become aware of any breach of confidence by
any person to whom You divulge all or any part of the Information and shall give the University
all reasonable assistance in connection with any proceedings which the University may institute
against such person for breach of confidence.

5.4 The foregoing obligations as to confidentiality shall remain in full force and effect for a period of
five (5) years following the expiry or termination of this EULA.

Section 6 - Duration and Termination

6.1 This EULA shall come into force on the date on which the Aletheia Tool is first accessed by
You and unless terminated in accordance with clause 0, will remain in force for the Term.
6.2 The University shall have the right to terminate this EULA immediately by notice to You by
electronic mail in the event that:

(a) You fail to perform or observe any of the obligations under this EULA provided that,
in a case where the University considers the breach to be remediable, such notice
from the University shall also require You to remedy such breach and if You so
remedy within 30 days of such notice being served, such notice to terminate this
EULA shall be deemed to be void and of no effect; or

(b) a petition is filed, a notice is given, a resolution is passed, or an order is made for or
in connection with Your winding-up (other than for the sole purpose of a scheme for
Your solvent amalgamation with one or more other companies or Your solvent
reconstruction); or

(c) an application is made to court, or an order is made, for the appointment of an


administrator, or if a notice of intention to appoint an administrator is given, or if an
administrator is appointed over You; or

(d) a receiver or administrative receiver is appointed over any of Your assets; or

(e) a creditor or encumbrancer of Yours attaches or takes possession of, or a distress,


execution or other such process is levied or enforced on the whole or any part of
Your assets and such attachment or process is not discharged within 14 days; or

(f) You suspend or cease, or threaten to suspend or cease, to carry on all or a


substantial part of Your business; or

(g) You contest the intellectual property related to the Aletheia Tool.

6.3 In the event of expiry or termination of this EULA for any reason, and subject to any express
provisions set out elsewhere in this EULA:

(h) all rights and licences shall cease immediately;

(i) You shall cease any and all Use of the Aletheia Tool.

The expiry or termination of this EULA for any reason shall be without prejudice to the provisions of
clause 6.2 and to any rights of either You or the University which may have accrued by, at or up to the
date of such termination.

Section 7 - Data Protection

You and the University undertake to comply with the provisions of the Data Protection Act 1998 and
any related legislation in so far as the same relates to the provisions and obligations of this EULA.

Section 8 - Assignment

This EULA is personal to You and You shall not assign, transfer, charge, encumber or otherwise deal
with the whole or any part of this EULA or its obligations other than as expressly defined under this
EULA without the prior written consent of the University.
Section 9 - Severance

In the event that any clause or any part of any clause in this EULA is declared invalid or
unenforceable by the judgment, decree by consent or otherwise of a court of competent jurisdiction
from whose decision no appeal is or can be taken, all other clauses or parts of clauses contained in
this EULA shall remain in full force and effect and shall not be affected by such finding for the term of
this EULA.

Section 10 - No Waiver

No relaxation, forbearance, delay or indulgence by the University in enforcing any of the terms and
conditions of this EULA or the granting of time by the University to You shall prejudice, affect or
restrict the rights and powers under this EULA, nor shall any waiver by the University of any breach of
this EULA operate as a waiver of or in relation to any subsequent or any continuing breach of it.

Section 11 - Entire Agreement

11.1 This EULA constitutes the entire agreement and understanding of You and the University and
supersedes any previous agreement relating to the subject matter of this EULA.

11.2 You and the University acknowledges and agrees that, in entering into this EULA, it does not
rely on, and shall have no remedy in respect of, any statement, representation, warranty or
understanding (whether negligently or innocently made) of any person (whether party to this
EULA or not) other than as expressly set out in this EULA as a warranty or representation.

Section 12 - Notice

Any notice or other document to be given under this EULA shall be given by sending the same via
electronic mail to Your contact details provided on acceptance of these license terms and or to the
University at legal-services@salford.ac.uk.

Section 13 - Rights of Third Parties

No term of this EULA shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a
person who is not a party, The terms of this EULA or any one of them may be varied, amended or
modified or this EULA may be suspended, cancelled or terminated without the consent of any third
party. This does not affect any right or remedy of a third party which exists or is available apart from
under that Act.

Section 14 - No Agency or Partnership

Neither party shall act or describe itself as the agent of the other, nor shall it make or represent that it
has authority to make any commitments on the other’s behalf. The parties do not intend to create any
partnership between them by virtue of this EULA.

Section 15 - Governing Law and Jurisdiction


This EULA and any disputes or claims arising out of or in connection with it or its subject matter or
formation (including non-contractual disputes or claims) are governed by and construed in
accordance with the law of England.

The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any
dispute or claim that arises out of or in connection with this EULA or its subject matter or formation
(including non-contractual disputes or claims).

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