Drax Technology

AMX End User License Agreement (EULA)

Last updated: June 21st, 2024

DRAX (UK) LTD END USER LICENSE AGREEMENT FOR DESKTOP USE ONLY

IMPORTANT: THIS SOFTWARE END USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE ACQUIRED BY OR FOR AN ENTITY, AN ENTITY) AND DRAX (UK) LTD. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE– DRAX DOES NOT SELL THE SOFTWARE TO YOU AND WE REMAIN THE OWNERS OF THE SOFTWARE AT ALL TIME. THIS EULA ALSO CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY INSTALLING AND USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT INSTALL THE SOFTWARE.

1 Definitions

The following definitions apply in this EULA.

“Documents” means the documents, associated media, printed materials, and online or electronic documentation which describes the Software or otherwise relates to its use and operation.

“Drax” means Drax (UK) Ltd (company number 01464079) whose registered office is Pixmore Centre, Pixmore Avenue, Letchworth, Hertfordshire SG6 1JG. and its licensors, if any.

“Licence Key” means the physical or digital access key provided to the Customer by the Supplier which enables the Customer to access and use the Software.

“Operating Requirements” means a Windows PC operating system or such other minimum operating system requirements which are required in order for the Software to function as intended as specified by Drax from time to time.

“Software” means the Drax software program(s), third party software programs and associated API interfaces which are comprised within Drax’s AMX, SMaRTWatch or SMartCube products supplied by Drax under this EULA, and all updates or upgrades of the above that are provided to you.

“Warranty Period” means a period of 12 months from the date of your installation of the Software.

2.     License Grants and accessing the Software

  • 2.1  In consideration of payment by you of the agreed licence fee and you agreeing to abide by the terms of this EULA, Drax grants to you a non-exclusive, non-transferable licence to use the Software and the Documents on the terms of this EULA.

  • 2.2  You may install, access and use the Software for your internal business purposes only on a single desktop computer that complies with the Operating Requirements.

  • 2.3  The Software can only be accessed with a Licence Key. The Software will not operate unless the Licence Key for the applicable site is correctly applied.

  • 2.4  A Licence Key may not be shared, installed or used concurrently on different computers. There must be one Licence Key for each operational installation of the Software. Where you are provided with a physical Licence Key it must remain permanently connected to the PC running the Software. However, a copy or copies of the Software may be installed on an additional computer or computers belonging to you, or your service agent, for the sole purposes of; training, configuration, and demonstration. The additional copies may not be used to connect to any external system, including but not limited to, fire panel(s), security panel(s), alarm system(s), monitoring (systems) or other Drax systems, unless an additional Licence Key for each Software installation is purchased.

  • 2.5  Certain rights are not granted under this EULA, but may be available under a separate agreement. You acknowledge that Drax only supplies the Software and Documents for internal use by your business, and you agreed not to use the Software or Documents for any resale purposes. If you would like to learn of other licensing strategies or opportunities to work with Drax as an OEM partner, value added reseller or otherwise, please contact Drax.

  • 2.6  If further software modules or upgrades are purchased, these may require a new Licence Key to be issued. In this case the original Licence Key must be returned to Drax within 21 days or the full retail price for the new Licence Key will be charged.

  • 2.7  You agree that Drax may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software other than in full compliance with the terms of this EULA, you shall reimburse Drax for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.

3. License Restrictions

  • 3.1  You may not:

    • 3.1.1  make or distribute copies of the Software or Documents, or electronically transfer the Software or Documents from one computer to another or over a network, or by any other means whatsoever (including without limit by making the Software or Documents available over the internet), other than as described in the section entitled License Grants or transmitting the Software or Documents to your agents via private internet transmission for the sole purposes of service and support;

    • 3.1.2  alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human- perceivable form, create derivative works based on the whole or any part of the Software nor attempt to do any such thing 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:

    • 3.1.3  is used only for the purpose of achieving inter-operability of the Software with another software program; and

    • 3.1.4  is not unnecessarily disclosed or communicated without our prior written consent to any third party; and is not used to develop any software or other technology having the same primary function as the Software, including but not limited to using the Software in any development or test procedure that seeks to develop like software or other technology, or to determine if such software or other technology performs in a similar manner as the Software;

    • i. sell, rent, lease, or sublicense the Software or Documents;
      ii. export the Software without prior agreement from Drax;
      iii. alter, modify, adapt, decompile, reverse engineer, or disassemble the Licence Key;
      iv. use the Licence Key other than in connection with the specific project it is licensed for and accordingly programmed; or
      v. transfer the Licence Key to a third party without the prior written consent of Drax.

  • 3.2  You shall:

    • 3.2.1  keep all copies of the Software and Documents secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software and Documents; and

    • 3.2.2  supervise and control use of the Software and Documents and ensure that they are used by your employees and representatives in accordance with the terms of this EULA.

4. Ownership

  • 4.1  Drax and its suppliers or licensors retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Software and the Documents and all copies thereof. All rights not specifically granted in this EULA, including national and international copyrights, are reserved by Drax and its suppliers or licensors.

  • 4.2  The Licence Key remains the property of Drax and must be returned should the license be terminated, for whatever reason.

5. Limited Warranty

  • 5.1  Drax warrants that the Software will, when properly used and on a system which meets the Operating Requirements, perform substantially in accordance with the functions described in the Documents for 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 in accordance with the Documents, we will, 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  Your warranty does not apply if the defect or fault in the Software results from:

    • 5.3.1  the mis-installation, mis-configuration or misuse of the Software;

    • 5.3.2  you having altered or modified the Software;

    • 5.3.3  use of the Software other than with a hardware configuration, platform or operating system which meets the Operating Requirements; or

    • 5.3.4  you having used the Software or Documents in breach of the terms of this EULA.

  • 5.4  Your warranty also does not cover the provision of site visits to install software updates or service packs, or site visits to carry out diagnostic checks.

  • 5.5  Any support that you request which is not covered by the above warranty will be chargeable.

  • 5.6  No oral or written information or advice given by Drax, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of any warranty provided herein.

  • 5.7  You acknowledge that:

    • 5.7.1  good planning, configuration, commissioning and testing procedures dictate that any program, including the Software, must be thoroughly tested within its project installation on its destination hardware platform before you rely on it;

    • 5.7.2  the Software has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is your responsibility to ensure that the facilities and functions of the Software as described in the Documents meet your requirements;

    • 5.7.3  and you hereby assume the entire risk of using the Software and Documents. This disclaimer of warranty constitutes an essential part of this EULA.

Under no circumstances should the Software be used as a critical alarm path nor used as a primary event reporting system.

6. Limitation of Liability

  • 6.1  Save as otherwise provided below, neither Drax nor its suppliers or licensor shall be liable to you or any third party whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the EULA for any:

    • 6.1.1  indirect, special, incidental, punitive, cover or consequential damages, charges or expenses;

    • 6.1.2  damages for the inability to use equipment or access data;

    • 6.1.3  loss of business;

    • 6.1.4  loss of goodwill or reputation;

    • 6.1.5  loss of profits;

    • 6.1.6  business interruption; or

    • 6.1.7  wasted expenditure 

arising out of the use of, or inability to use, the Software, even if Drax or its representatives have been advised of the possibility of such damages and even if a remedy set forth in this EULA is found to have failed of its essential purpose.

  • 6.2  Other than those losses set out above (for which we are not liable) and save as otherwise provided below, our maximum aggregate liability under or in connection with this EULA whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the licence fee.

  • 6.3  The foregoing limitations on liability are intended to apply to all aspects of this EULA.

  • 6.4  This EULA sets out the full extent of our obligations and liabilities in respect of the supply of the Software. Except as expressly stated in this EULA, 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 EULA whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

  • 6.5  Nothing in this EULA excludes Drax’s liability for: (a) death or personal injury caused by Drax’s negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be legally limited.

7. Third Party Software

  • 7.1  The Software may contain third party software the use of which may be subject to third party software notices and/or additional terms and conditions. A copy of these third party software notices and/or additional terms and conditions are available at https://draxtechnology.com/terms/ and are deemed to form part of and to be incorporated by reference into this EULA.

8. Termination

  • 8.1  If that you fail to comply with this EULA, Drax may terminate the license immediately by written notice to you.

  • 8.2  On termination for any reason:

    • 8.2.1  all rights granted to you under this EULA shall cease;

    • 8.2.2  you must immediately cease all activities authorised by this EULA;

    • 8.2.3  you must return the Licence Key to Drax; and

    • 8.2.4  you must destroy all copies of the Software and Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

  • 8.3  Any provision of this EULA that expressly or by implication is intended to come into or continue in force on or after termination of this EULA shall remain in full force and effect.

9. Data protection

  • 9.1  Under data protection legislation, Drax are required to provide you with certain information about who we are, how Drax process the personal data of those individuals who use the Software and for what purposes and those individuals' rights in relation to their personal data and how to exercise them. This information is provided in https://draxtechnology.com/terms/ and it is important that you read that information.

10. Communication between you and Drax

  • 10.1  Drax may update the terms of this EULA at any time on notice to you in accordance with this EULA. Your continued use of the Software following the deemed receipt and service of the notice shall constitute your acceptance to the terms of this EULA, as varied. If you do not wish to accept the terms of the EULA (as varied) you must immediately stop using and accessing the Software on the deemed receipt and service of the notice.

  • 10.2  If Drax have to give you any notice or otherwise contact you, it will do so by posting the relevant information on its website, by email or by pre-paid post to the address you provided in accordance with your order for or registration of the Software.

  • 10.3  Any notice given by Drax to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter.

  • 10.4  Any notice given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.

  • 10.5  In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

11. General

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

  • 11.2  Drax may transfer our rights and obligations under this EULA to another organisation, but this will not affect your rights or our obligations under this EULA.

  • 11.3  You may only transfer your rights or your obligations under this EULA to another person if Drax agrees in writing.

  • 11.4  You acknowledge that in entering into this EULA you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this EULA.

  • 11.5  You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this EULA.

  • 11.6  A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy

  • 11.7  The failure or delay of Drax to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.

  • 11.8  This EULA contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes and extinguishes all prior or contemporaneous agreements, promises, assurances and understandings between us, whether oral or written relating to its subject matter.

  • 11.9  You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software licensed under this EULA shall be of no effect.

  • 11.10      No Drax dealer, agent or employee is authorized to make any amendment to this EULA.

  • 11.11      If any provision of this EULA shall be held by a court of competent jurisdiction to be contrary to law, then that provision will be enforced to the maximum extent permissible and the remaining provisions of this EULA will remain in full force and effect.

  • 11.12      You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or on the Licence Key. This EULA does not authorize you to use Drax's or its licensors’ names or any of their respective trademarks. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners.

  • 11.13      All questions concerning this EULA shall be directed to: DRAX (UK) Ltd, Pixmore Centre, Pixmore Avenue, Letchworth Garden City, Hertfordshire, United Kingdom.

End