PLEASE READ THIS CAREFULLY BEFORE USING MATERIALS
 
A. PROPERTY OF SOURCEGUARDIAN 

YOU MAY OBTAIN A COPY OF THIS SOFTWARE PRODUCT EITHER BY DOWNLOADING IT
REMOTELY FROM OUR SERVER OR BY COPYING IT FROM AN AUTHORISED DISKETTE, CD-ROM
OR OTHER MEDIA ('HARD MEDIA'). THE COPYRIGHT, DATABASE RIGHTS AND ANY OTHER
INTELLECTUAL PROPERTY RIGHTS IN THE PROGRAMS AND DATA WHICH CONSTITUTE THIS
RUBYENCODER SOFTWARE PRODUCT (THE 'MATERIALS'), TOGETHER WITH
THE HARD MEDIA ON WHICH THEY WERE SUPPLIED TO YOU, ARE AND REMAIN THE PROPERTY
OF SOURCEGUARDIAN LIMITED ('SOURCEGUARDIAN'). YOU ARE LICENSED TO USE THEM ONLY IF YOU
ACCEPT ALL THE TERMS AND CONDITIONS SET OUT BELOW.
 
B. LICENCE ACCEPTANCE PROCEDURE 

BY CLICKING ON THE ACCEPTANCE BUTTON WHICH FOLLOWS THIS LICENCE AGREEMENT
(MARKED 'I ACCEPT'), YOU INDICATE ACCEPTANCE OF THIS LICENCE AGREEMENT AND THE
LIMITED WARRANTY AND LIMITATION OF LIABILITY SET OUT IN THIS LICENCE
AGREEMENT. SUCH ACCEPTANCE IS EITHER ON YOUR OWN BEHALF OR ON BEHALF OF ANY
CORPORATE ENTITY WHICH EMPLOYS YOU OR WHICH YOU REPRESENT ('CORPORATE
LICENSEE'). IN THIS LICENCE AGREEMENT, 'YOU' INCLUDES BOTH THE READER AND ANY
CORPORATE LICENSEE.
 
C. LICENCE REJECTION PROCEDURE 

YOU SHOULD THEREFORE READ THIS LICENCE AGREEMENT CAREFULLY BEFORE CLICKING ON
THE ACCEPTANCE BUTTON. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU
SHOULD CLICK ON THE 'REJECT' BUTTON, DELETE THE MATERIALS FROM YOUR COMPUTER
AND PROMPTLY (AND IN ANY EVENT, WITHIN 14 DAYS OF RECEIPT) RETURN TO SOURCEGUARDIAN
OR A LICENSED RESELLER (A) THE HARD MEDIA; (B) ANY OTHER ITEMS PROVIDED THAT
ARE PART OF THIS PRODUCT; AND (C) YOUR DATED PROOF OF PURCHASE. ANY MONEY YOU
PAID TO SOURCEGUARDIAN OR AN SOURCEGUARDIAN RESELLER FOR THE MATERIALS WILL BE REFUNDED LESS
ANY CREDIT CARD TRANSACTION FEE INCURRED BY SOURCEGUARDIAN.
 
D. OTHER AGREEMENTS 

IF YOUR USE OF THESE PROGRAMS AND DATA IS PURSUANT TO AN EXECUTED LICENCE
AGREEMENT, SUCH AGREEMENT SHALL APPLY INSTEAD OF THE FOLLOWING TERMS AND
CONDITIONS.

LICENCE AGREEMENT AND LIMITED WARRANTY
 
1. Ownership of materials and copies 

The Materials and related documentation are copyrighted works of authorship,
and are also protected under applicable database laws. SourceGuardian retains
ownership of the Materials and all subsequent copies of the Materials,
regardless of the form in which the copies may exist. This licence is not a
sale of the original Materials or any copies.
 
2. Licence 

2.1. Evaluation Licence
If you have received an evaluation version of the Materials, SourceGuardian hereby
grants to you, strictly for your own internal business purposes (and subject
to the other terms and conditions of this Licence Agreement), a limited,
non-exclusive licence for a single user to:

2.1.1. install the Materials for use on a single computer owned, leased and/or
controlled by you for an evaluation period of 7 days;

2.1.2. make a single copy of the Materials for back-up, archival or other
security purposes. 

2.2. Full Licence
Provided that you have paid the applicable licence fee (and subject to the
other terms and conditions of this Licence Agreement), SourceGuardian hereby grants
to you, strictly for your own internal business purposes, a limited,
non-exclusive licence for a single user to:

2.2.1. install the Materials for use on a single computer owned, leased and/or
controlled by you;

2.2.2. make a single copy of the Materials for back-up, archival or other
security purposes.
 
3. Limited Support

SourceGuardian shall make available to you (at such times and to such extent as
SourceGuardian may, in its sole discretion, deem reasonable) limited email support
services for a period of 6 months from the date of your first installation of
the Materials. Without prejudice to the foregoing provisions of this clause 3,
such support services are, in any event, limited to your making a maximum of
20 requests for assistance during the support period.

4. Licence restrictions

You may not use, copy, modify or transfer the Materials (including any related
documentation) or any copy, in whole or in part, including any print-out of
all or part of any database, except as expressly provided for in this licence.
If you transfer possession of any copy of the Materials to another party or
use the Materials on a different computer from that on which the Materials
were originally installed except as provided herein or without obtaining
SourceGuardian's prior written consent, your licence is automatically terminated. You
may not translate, reverse engineer, decompile, disassemble, modify or create
derivative works based on the Materials, except as expressly permitted by the
laws of England and Wales. You may not vary, delete or obscure any notices of
proprietary rights or any product identification or restrictions on or in the
Materials.

5. No transfer

The Materials are licensed only to you. You may not rent, lease, sub-license,
sell, assign, pledge, transfer or otherwise dispose of the Materials, on a
temporary or permanent basis, nor use the same for remote hosting, ASP
services, to act as a bureau or for time-sharing use without the prior written
consent of SourceGuardian.
 
6. Undertakings 

You undertake to: 

6.1. ensure that, prior to use of the Materials by your employees or agents, 
all such parties are notified of this licence and the terms of this Licence 
Agreement;  

6.2. reproduce and include our copyright notice (or such other party's 
copyright notice as specified on the Materials) on all and any copies of 
the Materials, including any partial copies of the Materials;  

6.3. hold all drawings, specifications, data (including object and source 
codes), software listings and all other information relating to the 
Materials confidential and not at any time, during this licence or after 
its expiry, disclose the same, whether directly or indirectly, to any third 
party without SourceGuardian's consent. 
 
7.  Limited warranty 

7.1. Subject to the limitations and exclusions of liability below, SourceGuardian
warrants that (a) the Hard Media on which the Materials are furnished  will 
be free from material defects under normal use; and that (b) the copy of the
program will materially conform to the documentation which accompanies the
program. The Warranty Period is 90 days from the date of delivery to you.

7.2. SourceGuardian will also indemnify you for personal injury or death solely and 
directly caused by any defect in its products or the negligence of its
employees.   

7.3. SourceGuardian shall not be liable under the said warranty above if the
Materials fail to operate in accordance with the said warranty as a  result of
any modification, variation or addition to the Materials not performed by the
SourceGuardian or caused by any abuse, corruption or incorrect use or installation of
the Materials, including use of the Materials with equipment or other software
which is incompatible.

8. No other warranties 

The foregoing warranty is made in lieu of any other warranties,
representations or guarantees of any kind, either expressed or implied,
including, but not limited to, any implied warranties of quality,
merchantability, fitness for a particular purpose or ability to achieve a
particular result. You assume the entire risk as to the quality and
performance of the Materials. Should the Materials prove defective, you (and
not the SourceGuardian nor any licensed reseller) assume the entire cost of all
necessary servicing, repair or correction. SourceGuardian does not warrant that the
Materials will meet your requirements or that its operation will be
uninterrupted or error free.
 
9. Limitation of liability 

SourceGuardian's entire liability and your exclusive remedy shall be:
 
9.1. the replacement of any Hard Media not meeting SourceGuardian's 'Limited Warranty' 
and which is returned to SourceGuardian together with dated proof of purchase; or  

9.2. if, during the Warranty Period, SourceGuardian is unable to deliver replacement 
Hard Media which is free of material defects, you may terminate this Licence
Agreement by returning the Materials to SourceGuardian and any money you paid to
SourceGuardian for the Materials will be refunded less any credit card transaction
fee incurred by SourceGuardian.

10. Exclusion of liability

Except in respect of personal injury or death caused directly by the
negligence of SourceGuardian, in no event will SourceGuardian be liable to you or any third
party for any damages, including any lost profits, lost savings, loss of data
or any indirect, special, incidental or consequential damages arising out of
the use of or inability to use such Materials, even if SourceGuardian has been
advised of the possibility of such damages. Nothing in this Licence Agreement
limits liability for fraudulent misrepresentation.
 
11. Your statutory rights

This licence gives you specific legal rights and you may also have other
rights that vary from country to country. Some jurisdictions do not allow the
exclusion of implied warranties, or certain kinds of limitations or exclusions
of liability, so the above limitations and exclusions may not apply to you.
Other jurisdictions allow limitations and exclusions subject to certain
conditions. In such a case the above limitations and exclusions shall apply to
the fullest extent permitted by the laws of such applicable jurisdictions. If
any part of the above limitations or exclusions is held to be void or
unenforceable, such part shall be deemed to be deleted from this Licence
Agreement and the remainder of the limitation or exclusion shall continue in
full force and effect. Any rights that you may have as a consumer (ie a
purchaser for private as opposed to business, academic or government use) are
not affected.
 
12. Term 
The licence is effective until terminated. You may terminate it at any time by
destroying the Materials together with all copies in any form. It will also
terminate upon conditions set out elsewhere in this Licence Agreement or if
you fail to comply with any term or condition of this Licence Agreement or if
you voluntarily return the Materials to us. You agree upon such termination to
destroy the Materials together with all copies in any form.

13. Export

You will comply with all applicable laws, rules, and regulations governing
export of goods and information, including the laws of the countries in which
the Materials were created. In particular, you will not export or re-export,
directly or indirectly, separately or as a part of a system, the Materials or
other information relating thereto to any country for which an export licence
or other approval is required, without first obtaining such licence or other
approval.

14. General

14.1. You agree that SourceGuardian shall have the right, after supplying undertakings 
as to confidentiality, to audit any computer system on  which the Materials
are installed in order to verify compliance with this licence Agreement.

14.2. This Licence Agreement constitutes the complete and exclusive statement 
of the Agreement between SourceGuardian and you with respect to the subject matter of
this Licence Agreement and supersedes all proposals, representations,
understandings and prior agreements, whether oral or written, and all other
communications between us relating to that subject matter.

14.3. Any clause in this Licence Agreement that is found to be invalid or 
unenforceable shall be deemed deleted and the remainder of this Licence
Agreement shall not be affected by that deletion.

14.4. Failure or neglect by either party to exercise any of its rights or 
remedies under this Licence Agreement will not be construed as a waiver of
that party's rights nor in any way affect the validity of the whole or part of
this Licence Agreement nor prejudice that party's right to take subsequent
action.

14.5. This Licence Agreement is personal to you and you may not assign, 
transfer, sub-contract or otherwise part with this Licence Agreement or 
any right or obligation under it without the SourceGuardian's prior written consent. 

14.6. This Licence Agreement and any claim or matter arising under or in 
connection with this Licence Agreement and the legal relationships established
by this Licence Agreement shall be governed by and construed in all respects
in accordance with the law of England and Wales, and the parties agree to
submit to the non-exclusive jurisdiction of the English courts.

Should you have any questions concerning this Licence Agreement you may
contact SourceGuardian Limited at A6 Kinigfisher House, Kingsway, Team Valley
Trading Estate, Gateshead, Tyne & Wear. NE11 0JQ United Kingdom. 
Tel: 0845 155 2455. Email: support@rubyencoder.com.
