IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE INSTALLING THE SOFTWARE:

This licence agreement (Licence) is a legal agreement between you or the business on whose behalf you are acting (you) and jClarity Limited of Office 10, 121 Sloane Street, London, UK, SW1X 9BW (us or we) for the "Censum" computer software (the Software).

We license use of the Software to you on the basis of this Licence. We do not sell the Software to you. We remain the owners of the Software, and all intellectual property in it, at all times.

OPERATING SYSTEM REQUIREMENTS: THIS SOFTWARE REQUIRES A COMPUTER WITH A MINIMUM OF A 1GHZ X86 INTEL-COMPATIBLE PROCESSOR, 1GB OF MEMORY AND MICROSOFT WINDOWS (XP OR LATER), OS X ("SNOW LEOPARD" OR LATER), RED HAT ENTERPRISE LINUX (4.0 OR LATER) OR CANONICAL UBUNTU (10.04 OR LATER LTS RELEASE). INSTALLATION OF THIS SOFTWARE REQUIRES 20MB OF DISC SPACE. THIS SOFTWARE REQUIRES A JAVA RUNTIME ENVIRONMENT VERSION 6 UPDATE 10 OR ABOVE TO BE INSTALLED ON THE COMPUTER.

IMPORTANT NOTICE TO ALL USERS:

BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THE TERMS OF THIS LICENCE, WHICH WILL BIND YOU. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSE 6 (IF YOU ARE A BUSINESS USER) AND CLAUSE 7 (IF YOU ARE A CONSUMER USER).

IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENSE THE SOFTWARE AND DOCUMENTATION TO YOU AND YOU MUST DISCONTINUE THE INSTALLATION PROCESS NOW BY CLICKING ON THE "CANCEL" BUTTON BELOW.

Please note that the Software will contact our servers to check for updates and report anonymised usage data. Such usage data will contain no information from which you can be identified.

You should SAVE AND/OR print a copy of this Licence for future reference.

1 Grant and scope of licence

1.1 In consideration of payment of the licence fee as set out in clause 2 (the Licence Fee), the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Software on the terms of this Licence.

1.2 You may:

1.2.1 install and use the Software for one calendar year from the date of payment of the licence fee, for your personal purposes (if you are a consumer user) or your internal business purposes (if you are a business user) only on one computer per payment of the licence fee; and

1.2.2 receive and use any free supplementary software code or update of the Software incorporating "patches" and corrections of errors as may be provided by us from time to time.

2 Licence Fee

2.1 You shall pay the Licence Fee yearly in advance.

2.2 The Licence Fee payable in respect of the first year following grant of this Licence shall be £495, plus value added tax if applicable. The Licence Fee payable in respect of each subsequent year shall be £495 or such other amount as has most recently been notified to you in accordance with clause 2.3, plus value added tax if applicable.

2.3 We may change the Licence Fee at any time by posting a revised amount on our website on the Censum product page. That change shall take effect only upon the next payment by you of the Licence Fee, and only provided that the revised amount is posted at least seven days prior to the date on which such payment is due.

2.4 If you are a consumer user and resident in the European Union, you may obtain a refund of your first year's Licence Fee by contacting us within 7 days of purchase at sales@jclarity.com to arrange deactivation of your Software.

3 Restrictions

3.1 Except as expressly permitted by any local law, you undertake:

3.1.1 not to copy the Software except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of operational security;

3.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software ;

3.1.3 not to make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;

3.1.4 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:

(a) is used only for the purpose of achieving inter-operability of the Software with another software program;

(b) 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

(c) is not used to create any software which is substantially similar to the Software;

3.1.5 if you are a business user, to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence; and

3.1.6 not to provide, or otherwise make available, the Software 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 (other than, if you are a business user, your employees) without prior written consent from us.

4 Intellectual property rights

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

4.2 You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.

4.3 The integrity of this Software is 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 intended to facilitate the unauthorised removal or circumvention of such TPM.

5 Limited warranty

5.1 We warrant that the Software will, when properly used and on a system that complies with the requirements set out above, perform substantially in accordance with the functions described on our website for a period of 90 days from the date of installation of the Software (the Warranty Period).

5.2 If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Documentation we shall, at our sole option, either repair or replace the Software, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.

5.3 The warranty does not apply:

(a) if the defect or fault in the Software results from you having amended the Software; or

(b) if the defect or fault in the Software results from you having used the Software in contravention of the terms of this Licence.

5.4 If you are a consumer user, this warranty is in addition to your legal rights in relation to Software that is faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.

6 Limitation of liability if you are a business user

6.1 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 as described on our website meet your requirements.

6.2 If you are a business user, we only supply the Software for internal use by your business, and you agree not to use the Software for any re-sale purposes.

6.3 We shall not under any circumstances whatever be liable to you, if you are a business user, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:

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

6.3.2 business interruption;

6.3.3 loss of anticipated savings;

6.3.4 loss or corruption of data or information;

6.3.5 loss of business opportunity, goodwill or reputation; or

6.3.6 any indirect or consequential loss or damage.

6.4 Other than the losses set out in clause 6.3 (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 a sum equal to the Licence Fee payable in respect of the period during which the liability arises. This maximum cap does not apply to clause 6.5.

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

6.5.1 death or personal injury resulting from our negligence;

6.5.2 fraud or fraudulent misrepresentation;

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

6.6 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software. Except as expressly stated in this Licence, there are no clauses, warranties, representations or other terms, express or implied, that are binding on us. Any clause, 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.

7 Limitation of liability if you are a consumer user

7.1 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 as described on our website meet your requirements.

7.2 If you are a consumer user, we only supply the Software for domestic and private use. You agree not to use the Software for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

7.3 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 a sum equal to the Licence Fee payable in respect of the period during which the liability arises. This does not apply to the types of loss set out in clause 7.4.

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

7.4.1 death or personal injury resulting from our negligence;

7.4.2 fraud or fraudulent misrepresentation;

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

8 Termination

8.1 We may terminate this Licence immediately by written notice to you if you fail to pay the licence fee when due, or commit a material or persistent 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.

8.2 You may terminate this Licence immediately by written notice to us, provided that no such termination shall entitle you to any refund of all or any part of your Licence Fee.

8.3 Upon termination for any reason:

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

8.3.2 you must cease all activities authorised by this Licence;

8.3.3 you must immediately delete or remove the Software from all computer equipment in your and certify to us that you have done so.

9 Communications between us

9.1 If you wish to contact us in writing, or if any clause in this Licence requires you to give us notice in writing, you can send this to us by e-mail or by pre-paid post to the postal address set out above or to sales@jclarity.com. We will confirm receipt of this by contacting you in writing, normally by e-mail.

9.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us.

9.3 If you are a business user, please note that any notice given by you to us, or by us to you, will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

10 Other important terms

10.1 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.

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

10.3 If you are a business user, this Licence constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of the us which is not set out in this Licence.

10.4 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

10.5 Each of the clauses of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.

10.6 If you are a consumer user, please note that this Licence, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction.

10.7 If you are a business user this Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. You irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.