PLEASE READ THESE LICENCE TERMS CAREFULLY

APPERCEPT AWS SDK FOR DELPHI

THIS IS A LEGAL AGREEMENT. BY DOWNLOADING, INSTALLING, COPYING, SAVING ON YOUR COMPUTER, OR OTHERWISE USING APPERCEPT SOFTWARE OR SERVICES, YOU BECOME A PARTY TO THIS AGREEMENT AND CONSENT TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET OUT BELOW.

YOUR LICENCE WITH US

This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Appercept Limited, a company incorporated in England and Wales with registered number 07959138 whose registered office is at Christopher House, 94B London Road, Leicester, LE2 0QS (Appercept, us or we) for:

• the software development kit or SDK known as "Appercept AWS SDK for Delphi" comprising a collection of code libraries, APIs, documentation, utilities, and/or sample codes, which we publish and is designed to allow you to write software applications in the Delphi programming language deployed in connection with Amazon Web Services or AWS (the SDK); and
• electronic documentation used in connection with the SDK (installed at the time the SDK is installed) (Documentation).

You may not use the SDK if you do not accept this License Agreement.

You can accept this Licence by: (1) clicking to accept or agree to this Licence, where this option is made available to you; or (2) by using the SDK. In this case, you agree that use of the SDK constitutes acceptance of the Licence.

If you are agreeing to be bound by this Licence on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Licence. If you do not have the requisite authority, you may not accept the Licence or use the SDK on behalf of your employer or other entity.

We own all title and copyrights to the SDK, in whole and in part and all copies thereof, and any and all modifications, enhancements, derivatives and other alterations of the SDK.

We license use of the SDK and Documentation to you on the basis of this Licence. We do not sell the SDK or Documentation to you. Further, we do not permit you to distribute or resell the SDK and Documentation and instead they are made available to you (and access given) by us on the terms of this Licence.

Your use of the SDK is subject to your acceptance of the terms of this Licence.

This Licence does not however set out the terms upon which you are permitted to install and use any third party products or services, which we may bundle with the SDK and which we may supply to you; instead third party service or licence terms shall govern the use of such products or services.

Except to the extent provided for in this Licence we do not accept responsibility or liability for the use of any such third party products or services we may supply including any software supplied by any third party.

Further, we remain the owners of the SDK and Documentation at all times.

The SDK must be installed and run using devices or other computer equipment for which the SDK is designed and which use or run operating systems and have memory specified by us from time to time, and accordingly you agree that the SDK may only run as intended by us, where such requirements are met.

1. LICENCE AND UPDATES

1.1 Appercept hereby grants you a personal, perpetual (subject to earlier termination in accordance with its terms), non-exclusive, revocable and non-transferable licence to use the SDK and the Documentation on the terms of this Licence. You may permit use by one, specified named individual. The said named user must your employee or contractor. You shall be liable for the named user’s use of the SDK and Documentation in accordance with the terms of this Licence.

1.2 You may use the SDK for internal use of your business only according to the restrictions and limitations contained in this section. Accordingly, you may:

1.2.1 use the SDK solely for the purpose of your building or otherwise implementing software applications you write in Delphi (Developed Software);

1.2.2 not distribute the SDK except as compiled into and or for use only with Developed Software and then only in object code form;

1.2.3 where you have purchased the "Professional" version, view and use such parts of the source code of the SDK as we may make available from time to time in order to develop Developed Software and to modify the SDK. You shall not however be otherwise permitted to use, copy, distribute or otherwise make available the source code of the SDK (and in particular you may not view or use the source code of the SDK where you have purchased the "Standard" version);

1.2.4 where you have purchased the "Professional" version, maintain and use (as defined under section 1.2.2) such parts of a backup copy of the source code program listings of the code libraries of the SDK that we may make available from time to time, solely for archive purposes and solely for your own reference purposes in connection with Developed Software written by you;

1.2.5 in respect of such parts of the SDK which we may make available in object code, maintain and use (as defined under section 1.2.2) a backup copy of the object code of the SDK, solely for archive purposes and solely for your own reference purposes in connection with Developed Software written by you;

1.2.6 receive and use any free supplementary software code or updates of the SDK incorporating "patches" and corrections of errors as may be provided by us (and such use shall be subject to and in accordance with the terms of this Licence), where you have agreed to purchase an updates with us (we shall not be obliged to provide such updates, where such updates are not purchased, paid for or otherwise maintained by you);

1.2.7 receive support from us as follows: we shall respond to incidents reported to us by you, where such incidents related to errors in the SDK, and we may provide error corrections or workarounds in respect of such incidents. Where you have purchased "priority support" we shall prioritise the incident according to the incident priority and support standards we determine and work to from time to time (and where requested by you we shall provide details of such standards); and

1.2.8 where you have purchased "premium support" we shall provide the number of hours of professional services as agreed in writing with you (via email or via our customer portal), and which we will provide in connection with the support of the SDK.

2. RESTRICTIONS

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

2.1.1 not to permit more than one specified named individual use of the SDK or Documentation;

2.1.2 that the Developed Software, and any part of the same, will not be or comprise a development tool;

2.1.3 not to copy, translate, merge, adapt, vary, alter or modify the SDK or Documentation (including the source code of the SDK), except as permitted by the terms of this Licence or as expressly stated by the Documentation;

2.1.4 not to rent, lease, sub-license, loan, the whole or any part of the SDK or Documentation (via a network or by any other means) nor permit the SDK or any part of it to be combined with or become incorporated in, any other programs;

2.1.5 not to distribute, provide, or otherwise make available, the SDK in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us;

2.1.6 where you have purchased the "Standard" version, or such parts of the "Professional" version we make available in object code, not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the SDK nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the SDK to obtain the information necessary to create an independent program that can be operated with the SDK or with another program (Permitted Objective) and provided that the information obtained by you during such activities:

• is used only for the Permitted Objective;
• is not disclosed or communicated without Appercept’s prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
• is not used to create any software that is substantially similar in its expression to the SDK,

2.1.7 not distribute the SDK to third parties via any communications network or by means of remote access (provided that you may use a communications network or remote access to use the Software in accordance with the terms of this Licence); and

2.1.8 to comply with all applicable technology control or export laws and regulations in connection with the use of the SDK, the Documentation and otherwise in connection with the Developed Software.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 You acknowledge that all intellectual property rights in the SDK and the Documentation throughout the world belong to us, that rights in the SDK are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the SDK or the Documentation other than the right to use the SDK and the Documentation in accordance with the terms of this Licence.

3.2 You acknowledge that you have no right to have access to the SDK in source code form other than as expressly provided in this Licence.

4. WARRANTY

4.1 The SDK is provided on an "as is" basis with any kind of warranty and accordingly the SDK is used at your own risk. We make no warranty as to the features, compatibility or performance of the SDK, and we make no warranty that we will provide any update or error correction in respect of the same. Where we agree to provide services pursuant to sections 1.2.7 and 1.2.8 of this Licence we shall do so with reasonable skill and care. We do not provide any other warranty in respect of the performance of such services. Where we are in breach of the said warranty in respect of services your sole and exclusive remedy shall be the re-performance of the services by us.

5. LIABILITY

5.1 Except for the licensing of the SDK under the terms of this Licence, we do not accept responsibility or liability for Developed Software. Accordingly, you shall not offer or otherwise provide to any third party any conditions, warranties, representations, or other terms for or in connection with the SDK or otherwise on our behalf (or otherwise purport to do so).

5.2 The SDK is designed to enable you to write Developed Software for or in connection with Amazon Web Services or AWS. However, you acknowledge and agree that AWS may change or discontinue services it offers, and accordingly you acknowledge and agree that the SDK may cease to be compatible with AWS services, where this occurs.

5.3 You acknowledge that the SDK 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 SDK as described in the Documentation meet your requirements.

5.4 We shall not in any circumstances whatever 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:

5.4.1 loss of profits, sales, business, or revenue;

5.4.2 business interruption;

5.4.3 loss of anticipated savings;

5.4.4 loss or corruption of data or information;

5.4.5 loss of business opportunity, goodwill or reputation;

5.4.6 where any of the losses set out in sections 5.4.1 to 5.4.5 are direct or indirect; or

5.4.7 any special, indirect or consequential loss, damage, charges or expenses.

5.5 Other than the losses set out in section 5.4 (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 the value of the sums paid by you to us in the 12 month period immediately prior to the date of the claim (being the date on which the claim is first notified to us). This maximum cap does not apply to section 5.6.

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

5.6.1 death or personal injury resulting from our negligence;

5.6.2 fraud or fraudulent misrepresentation; or

5.6.3 any other liability that cannot be excluded or limited by English law.

5.7 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the SDK 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 SDK 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. TERMINATION

6.1 We may terminate this Licence immediately by written notice to you if you commit a 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.

6.2 Upon termination for any reason:

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

6.2.2 you must cease all activities authorised by this Licence; and

6.2.3 you must immediately un-install, delete and remove the SDK (and all copies thereof) from all devices or other computer equipment in your possession or control and immediately destroy or return to us (at our option) all copies of the SDK then in your possession or control and, in the case of destruction, certify to us that you have done so.

7. COMMUNICATIONS BETWEEN US

7.1 If you are a consumer, if you wish to contact us in writing, or if any section or condition in this Licence requires you to give us notice in writing, you can send this to us by email or by pre-paid post to Appercept at support@appercept.com. We will confirm receipt of this by contacting you in writing, normally by email.

7.2 If we have to contact you or give you notice in writing, we will do so by email to the address you provide or confirm to us.

8. OTHER IMPORTANT TERMS

8.1 Where you have purchased an update subscription with us, and we supply updates to the SDK, we may require you to agree terms which replace and terminate this Licence (with effect from the time at which you accept such terms).

8.2 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this Licence.

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

8.4 This Licence does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to a person who is not party to this Licence to enforce any term of this Licence.

8.5 Each of the paragraphs of these terms operate separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

8.6 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this Licence, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

8.7 These terms are governed by English law and you or we can bring legal proceedings in the English courts.