Author: Tom Sellers
Last saved by: Iain R. Cliffe

PROTEUS PROFESSIONAL LICENCE AGREEMENT 

This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Labcenter Electronics Ltd (“Labcenter”). The SOFTWARE(s) identified above, which includes the Documentation, any associated SOFTWARE components, any media, any printed materials, is referred to as "Software". By installing, copying, or otherwise using the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or use the Software. 

1.	LICENCING

You have purchased one or more licences to use the PROTEUS Software. The maximum number of users for the Software is stored in the Licence Key file and can be viewed at any time by opening the Licence Key file via the Licence Manager utility. You are not permitted to exceed the maximum number of users, although you may increase the number of users by paying an additional licence fee to Labcenter. Depending on the number of users specified in the licence key one of the following sub-clauses will apply.

a)	You have purchased a single user licence. This entitles you to run the Software on a single computer at any one time. You may install the Software on a maximum of two machines, but you cannot run both copies at the same time. Installation or use of this licence in a virtual environment requires explicit permission from Labcenter Electronics Ltd.

The Software must be installed either in a single geographic location or in two locations for use by a single person (e.g. home computer and office computer). For the avoidance of doubt, it is not permissible to install a single user license in two site offices.

b)	You have purchased a multi-user licence. This allows as many persons employed or hired as contractors (so long as such contractors have entered into an appropriate form of confidentiality agreement) by You to simultaneously use the Software as are specified in the Licence key file.

In a multi-user license the Software may be installed on as many computers as desired on a single LAN subnet. The multi-user license is not a distributed license (sometimes known as a WAN license) for multiple sites or office networks and it is not permitted to use it across different geographic locations.

Some multi-user licensing options include server based licensing. In all such cases a separate EULA governing the licensing technology must also be accepted.

Educationally, a Departmental licence is bound to a single department of the educational establishment only (not a faculty or an institute). Students are not to be given the licence keys or direct download details for the professional version.

Labcenter reserves the right to remotely verify user status and compliance with these usage restrictions. 

2.	COPYRIGHT

All title and copyright in all parts of the Package shall remain the property of Labcenter Electronics Ltd and its suppliers, or the original copyright holders.  The Qt GUI Toolkit is copyright © 2014 Digia Plc and/or its subsidiary(-ies) and licensed under the LGPL version 2.1. QJson is copyright © 2010 Flavio Castelli and licensed under the LGPL 2.1 Some icons are copyright © 2010 The Eclipse Foundation licensed under the Eclipse Public Licence version 1.0.  Some executables are from binutils and are copyright © 2010 The GNU Project, licensed under the GPL 2.  Portions of this software are copyright © 2014 OpenCascade.  Portions of this software are copyright © 2014 The FreeType Project (www.freetype.org).  All rights reserved.  FreeType is licensed under the FreeType Licence.  Portions of this software use the FreeImage open source image library licensed under the FIPL, version 1.0. See freeimage.sourceforge.net for details. Bonjour is Copyright (c) 2003-2004, Apple Computer, Inc. All rights reserved

3.	LIMITED REMEDY AND DISCLAIMER

The licensed materials provided hereunder are provided “as is” without warranty of any kind, either express, implied or statutory, including without limitation, any warranty with respect to non-infringement, merchantability or fitness for a particular purpose.

Labcenter’s sole liability and Your exclusive remedy with respect to any failure of the Software to perform in accordance with their specifications during the first (90) days after receipt by You will be limited to error correction or replacement, or if neither is in Labcenter’s opinion commercially feasible, termination of this EULA and refund of any license fee received by Labcenter from You in respect of the relevant Software. 

In the event of failure of any of the Software to perform in accordance with their specifications after said ninety (90) day period, Labcenter shall have no obligation to replace or refund Your monies in connection therewith. Labcenter does not warrant that the functions contained in any of the Software will meet Your requirements, or that the operation of the Licensed Materials will be uninterrupted or error free, or that defects in the Software will be corrected. Furthermore, Labcenter does not warrant or make any representations regarding Your use or the results of Your use of the Software in terms of correctness, accuracy, reliability or otherwise.

4.	LIMITATION OF LIABILITY

The entire liability of Labcenter in respect of any breach of its contractual obligations arising under this EULA and any representation, statement or tortious act or omission, including negligence or intentional conduct arising under or in connection with this EULA (together an “event of default”) shall be limited to damages in an amount equal to all fees paid by you to Labcenter in the preceding twelve (12) months for the applicable Software. 

Notwithstanding the foregoing, Labcenter will not be liable to you with respect to any event of default for loss of data, profits, goodwill or any type of special, indirect, exemplary or consequential damages (including loss or damage suffered by you as a result of any action brought by a third party) even if such damage was reasonably foreseeable or Labcenter had been advised of the possibility of your incurring the same, and regardless of whether such event of default is styled as being based upon contract, tort, statutory or other law. 

This limitation shall apply notwithstanding the failure of the essential purpose of any limited remedies herein, to the extent permitted by law. Nothing in this section will confer any right or remedy upon you to which you would not otherwise be legally entitled. You acknowledge that except as set forth herein, no promise, representation, warranty or undertaking has been made by Labcenter to you or to any person on your behalf as to the profitability or any other consequences or benefits to be obtained from use of the Software. You have relied solely upon your own skill and judgment in acquiring the licensed materials.

5.	INDEMNIFICATION FOR SPECIFIC APPLIANCES

In the event that You use the Software in connection with one or more of the following applications: the operation of weapons, weapons systems, nuclear installations, means of mass transportation, aviation, life-support computers or equipment (including resuscitation equipment and surgical implants), pollution control, hazardous substances management, or for any other application in which the failure of the Licensed User Products could create a situation where personal injury or death may occur, You shall indemnify, defend and hold Labcenter and its officers, employees, subsidiaries, affiliates, and distributors harmless against all claims, costs, damages, expenses, and reasonable attorney fees arising out of, directly or indirectly, any claim of personal injury, death, or other damages associated with such unintended or unauthorized use, even if such claim alleges that Labcenter was negligent regarding the design of the Software.

6.	VALIDATION

The Proteus professional software communicates periodically with Labcenter servers to check and provide feedback on updates and new releases of the software. This data is also used to provide access to internet based services such as component PDF downloads. The information transmitted includes the license key and the version of the software in use. It may also contain usage data on specific features of the software that can be used to help Labcenter better target product development. It does not contain any personal information or data. By using the Software, you consent to the transmission of this information.

If in the course of transmission it is determined that the Software is pirated or otherwise not fully licensed then the functionality or experience of using the Software may be affected.

7.	RESTRICTIONS

The Software is licensed, not sold. This agreement only gives you some rights to use the features included in the Software edition you licensed. Labcenter reserves all other rights. Unless applicable law gives you more rights despite this limitation, you may use the Software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the Software that only allow you to use it in certain ways. You may not 
7.1 Work around any technical limitations in the Software; 
7.2 Reverse engineer, decompile or disassemble the Software, except and only to the extent that applicable law expressly permits, despite this limitation; 
7.3 Make more copies of the Software than specified in this agreement or allowed by applicable law, despite this limitation; 
7.4 Publish the Software for others to copy; 
7.5 Use the Software in any way that is against the law; 
7.6 Rent, lease or lend the Software; or 
7.7 Use the Software for commercial Software hosting services. 

8.	WAIVER	

The failure of a party to exercise or enforce any right under this Agreement shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of it at any time or times thereafter.

9.	SEVERABILITY

If any part of this Agreement becomes invalid, illegal or unenforceable, the parties shall negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the invalid, illegal or unenforceable provision which as nearly as possible validly gives effect to their intentions as expressed in this Agreement. Failure to agree on such a provision within six months of commencement of those negotiations shall result in automatic termination of this Agreement. The obligations of the parties under any invalid, illegal or unenforceable provision of the agreement shall be suspended during such a negotiation.

10.	GOVERNING LAW AND JURISDICTION	

This Agreement shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the jurisdiction of the English Courts.