IMPORTANT: READ CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE

GRC International Group PLC End-User Software Agreement

This Software Agreement (“Agreement”) is between You (either an individual or an entity), the End User, and GRC International Group PLC (“GRCI Group”). The Agreement authorises You to use the Software specified in Clause 1 below, which may be sent to You by electronic mail, or downloaded from one of GRCI Group’s websites (www.itgovernance.co.uk, www.itgovernancepublishing.co.uk, www.itgovernanceusa.com, www.itgovernance.eu, www.itgovernance.asia) or from other sources under the terms and conditions set forth below.

This is an agreement on end-user rights and not an agreement for sale.

GRCI Group continues to own the copy of the Software in the sales package and any other copy that You are authorised to make pursuant to this Agreement.

Read this Agreement carefully before downloading, installing or using the Software.

By installing, downloading and/or using the Software, You accept the terms and conditions of this Agreement. If You do not agree to all the terms and conditions of this Agreement, cancel the installation or download and cease use immediately. Where applicable, destroy or return the Software and accompanying documentation to GRCI Group.

YOU AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

1. SOFTWARE. As used in this Agreement, the term ‘Software’ means, collectively: (i) any computer program, application, online portal or digital tool provided by GRCI Group, including its executable code, accompanying documentation, updates, and any related files, data or other media with which this Agreement is provided, including the object code form of the Software delivered via a CD-ROM, electronic mail or a web page; (ii) digital images, stock photographs, clip art or other artistic works (“Stock Files”); (iii) related explanatory written materials and any other possible documentation related thereto (“Documentation”); (iv) downloadable document templates, Microsoft Excel project tools and fonts; and (v) upgrades, modified versions, updates, additions and copies of the Software (collectively, “Updates”), if any, licensed to You by GRCI Group under this Agreement.
2. END-USER RIGHTS AND USE. GRCI Group hereby grants you non-exclusive, non-transferable end-user rights to access and use the Software for the number of individuals specified by the purchased licence.
3. LIMITATIONS ON END-USER RIGHTS.
   1. You may not use, modify, translate, reproduce or transfer the right to use the Software.
   2. You may not copy, distribute or make derivative works of the Software.
   3. You will not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent expressly permitted by applicable law.
   4. You will not distribute, sub-license, lease, lend, rent, sell, or otherwise transfer the Software or any portion thereof to any third party without prior written consent from GRCI Group.
   5. You will not modify, adapt, alter, translate, or create derivative works based on the Software without prior written authorisation from GRCI Group.
   6. You agree that You will only use the Software in a manner that complies with all applicable laws in the jurisdiction in which You use the Software, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
   7. Any violation of the limitations outlined in this clause may result in the termination of end-user rights and may subject You to legal action and remedies available under applicable law.
   8. All rights not expressly granted herein are reserved by GRCI Group.
4. COPYRIGHT. The Software and all rights, without limitation including proprietary rights therein, are owned by GRCI Group and/or its licensors and affiliates, and are protected by international treaty provisions and all other applicable national laws of the country in which it is being used. The structure, organisation and code of the Software are the valuable trade secrets and confidential information of GRCI Group and/or its licensors and affiliates. You must not copy the Software.
5. COMMENCEMENT AND TERMINATION. This Agreement is effective from the date You purchase the Software. You may terminate this Agreement at any time by cancelling your subscription to access the Software. Your end-user rights automatically and immediately terminate without notice from GRCI Group if You fail to comply with any provision of this Agreement. In such an event, You must immediately delete, destroy or return at your own cost the Software, all backup copies and all related material to GRCI Group.
6. YOU ACKNOWLEDGE THAT THE SOFTWARE IS PROVIDED ‘AS IS’ WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NEITHER GRCI GROUP, ITS LICENSORS OR AFFILIATES, NOR THE COPYRIGHT HOLDERS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SOFTWARE WILL NOT INFRINGE ANY THIRD-PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. THERE IS NO WARRANTY BY GRCI GROUP OR BY ANY OTHER PARTY THAT THE FUNCTIONS IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE DOWNLOAD, USE AND RESULTS OBTAINED FROM IT.
7. NO OTHER OBLIGATIONS. This Agreement creates no obligations on the part of GRCI Group other than as specifically set forth herein.
8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GRCI GROUP, ITS EMPLOYEES, OR LICENSORS OR AFFILIATES BE LIABLE FOR ANY LOST PROFITS, REVENUE, SALES, DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PROPERTY DAMAGE, PERSONAL INJURY, INTERRUPTION OF BUSINESS, LOSS OF BUSINESS INFORMATION, OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, COVER, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF GRCI GROUP OR ITS LICENSORS OR AFFILIATES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME COUNTRIES/STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY, BUT MAY ALLOW LIABILITY TO BE LIMITED, IN SUCH CASES, GRCI GROUP, ITS EMPLOYEES, OR LICENSORS OR AFFILIATES’ LIABILITY WILL BE LIMITED TO UK £25.00. Nothing in this Agreement will prejudice the statutory rights of any party dealing as a consumer. Nothing in this Agreement limits GRCI Group’s liability to You in the event of death or personal injury resulting from GRCI Group’s negligence. GRCI Group is acting on behalf of its employees and licensors or affiliates for the purpose of disclaiming, excluding and/or restricting obligations, warranties and liability as provided in this clause, but in no other respects and for no other purpose.
9. TECHNICAL SUPPORT. GRCI Group has no obligation to furnish You with technical support unless separately agreed in writing between You and GRCI Group.
10. NOTICES. All notices and returns of the Software and Documentation should be sent back to your own original vendor of GRCI Group’s products.
11. APPLICABLE LAW AND GENERAL PROVISIONS. This Agreement is governed by the laws of England and Wales. This Agreement may only be modified in writing by an authorised officer of GRCI Group.

This is the entire agreement between GRCI Group and You relating to the Software, and it supersedes any prior representations, discussions, undertakings, end-user agreements, communications or advertising relating to the Software.