This licence agreement (Licence) is a legal agreement between you, the Authorised User of Financial Canvas (you) and Sciurus Analytics Limited (us or we) for the Financial Canvas software, any data supplied with the software, any associated media and materials and printed, online or electronic documentation (collectively referred to as Software).

We make the Software available to the Authorised Users listed by our clients for use on our servers.

You may not copy any files from the Program Files or Program Data to another machine.

If you are not an Authorised User with a valid licence, then you do not have permission to use the Software. Please contact us or your employer to discuss obtaining a licence.

We licence use of the Software to you on the basis of this Licence. This licence shall not constitute an assignment, transfer or sale of the Software or any underlying intellectual property rights to you. We remain the owners of the Software at all times.

These terms will apply to the use of the Software by end users.

LICENCE

This licence agreement sets out the terms under which you are granted a non-exclusive, non-transferable licence to use the Software.

You may:

>  Use the software for your employer’s internal purposes only.

>  Add data files to our hosted servers, subject to any usage restrictions we impose from time to time.

>  Take copies of output files produced by the Software.

>  Access the software from a single IP address

RESTRICTIONS

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

1. not to copy the Software or any application files to any other machine or seek to do so;

2. not distribute any model devised or developed using the Software to any third party.

3. not to distribute the outputs from the Software to any third party without our prior written consent.

4. not to rent, lease, sub-license or loan the Software;

5. not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things 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:

   1. is used only for the purpose of achieving inter-operability of the Software with another software program;

   2. is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it; and

   3. is not used to create any software which is substantially similar to the Software or the models that are built using the Software;

6. access all or any part of the Software in order to build a product or service which competes with the Software; or

7. provide the Software to third parties; or

8. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software available to any third party, or

9. attempt to obtain, or assist third parties in obtaining, access to the Software other than in accordance with these terms.

INTELLECTUAL PROPERTY RIGHTS

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

Except where source code is provided, you acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.

The integrity of this Software may be protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in our Software are not misappropriated.  You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose sole intended purpose is to facilitate the unauthorised removal or circumvention of such TPM.

LIABILITY

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 meet your requirements.

We shall not under 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:

1. loss of profits, sales, business, or revenue;

2. business interruption;

3. loss of anticipated savings;

4. loss or corruption of data or information;

5. loss of business opportunity, goodwill or reputation; or

6. any indirect or consequential loss or damage.

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

1. death or personal injury resulting from our negligence;

2. fraud or fraudulent misrepresentation;

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

This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software (other than as may be set out in subscription terms or a specific order form).

Except as expressly stated in this Licence or in a Master 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 Software 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.

GENERAL

We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.

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

This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.