PLEASE READ THIS DOCUMENT CAREFULLY BEFORE USING THE DSCI SOFTWARE.

BY INSTALLING THE DSCI SOFTWARE "You have agreed to the terms and rules related to the use of this program", DOWNLOADING, INSTALLING AND USING THIS SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE DO NOT INSTALL OR USE THE SOFTWARE. YOU HEREBY AGREE THAT YOUR INSTALLING OR USE OF THIS SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

This is a legal agreement between you (either an individual or an entity) and Dreamscience Automotive Ltd, and its suppliers and licensors (collectively "Dreamscience Automotive Ltd"). This Agreement states the terms and conditions upon which Dreamscience Automotive Ltd offers to license the "dreamscience computer interface (dsci)" software, together with all related documentation and accompanying items including, but not limited to, the executable programs, drivers, libraries and data files associated with such programs (collectively, the "Software").

You acknowledge that you are in possession of proprietary and confidential trade secret materials belonging to Dreamscience Automotive Ltd or its licensors. Except as provided herein, all information and materials shall be considered "Confidential Information". You promise not to use, disclose or otherwise disseminate any Confidential Information without the express written consent of Dreamscience Automotive Ltd and promise to keep other confidential materials secret.

1 DEFINITIONS

In this agreement the following expressions shall have the following meanings:

1.1 "Equipment" means such computer equipment as may be specified in the Licence;
1.2 "Intellectual Property Rights" means all vested, contingent and future intellectual property rights including but not limited to copyright, trade marks, design rights, trade names, patents, know-how, trade secrets, database rights or any similar right exercisable in any part of the world including any application for the registration of any patents or registered designs or similar registrable rights in any part of the world;
1.3 "The Licence" means the licence granted by the Licensor in accordance with clause 2 of this agreement;
1.4 "The Licence Fee" means the fee for the Licence specified in accordance with the Dreamscience Automotive Terms and Conditions of Sale.
1.5 "The Media" means the media on which the Software Programs and the Program Documentation are recorded or printed;
1.6 "The Program Documentation" means the user instructions, operating manuals and all appropriate documentation supplied by the Licensor to enable the proper operation and functionality of the Software Programs;
1.7 "The Program Materials" means the Software Programs, the Program Documentation and the Media;
1.8 "The Site" means the premises specified by the Licensee where the Licensor is to install and/or deliver the Program Materials;
1.9 "The Software Programs" means the computer software applications outlined in Schedule 1 to this agreement.

2 GRANT OF LICENCE

The Licensor grants to the Licensee a non-exclusive licence to use the Program Materials “dsci software” to this agreement ("the Licence Type") and the express terms of this agreement and not further or otherwise.

3 LICENCE

Notwithstanding any limitations imposed by the Licence Type, the Licensee shall have the right to:

3.1 use any alternative Equipment where the Software Programs cannot be used with the Equipment because it is inoperable for any reason until such failure has been remedied provided that such Equipment is under the direct control of the Licensee. The Licensee shall promptly notify the Licensor of such temporary use and of the commencement and cessation thereof;
3.2 transfer any Licence for the Equipment to alternative Equipment (whether or not at the same location) with the prior written consent of the Licensor (such consent not to be unreasonably withheld) if the use of the Program Materials on and in conjunction with the Equipment is permanently discontinued. Upon such consent being given the replacement equipment shall become the Equipment for the purposes of the Licence;
3.3 make only one copy of the Software Programs as is reasonably necessary for backup, archival and other security purposes provided that all copyright notices and any other proprietary notices specified on the Software Programs are reproduced on any such copies. Such copies and the media on which they are stored shall be the property of the Licensor and the Licence shall apply to all such copies as it applies to the Software Programs.

4 BETA RELEASE VERSIONS

4.1 In the event that the Software is a Beta Release Version, the terms of this Section shall apply. Your license to use the Software expires 30 days after installation (or such other period as indicated by the Software) and the Software may cease to function. The Software you are receiving may contain more or less features than the commercial release of the Dreamscience Automotive Ltd Product that Dreamscience Automotive Ltd intends to distribute.
4.2 While Dreamscience Automotive Ltd intends to distribute a commercial release of the Software, Dreamscience Automotive Ltd reserves the right at any time not to release a commercial release of the Software or, if released, to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the commercial release. You agree that the Beta Release Versions are not suitable for production use and may contain errors affecting their proper operation. You agree that you will not do anything to circumvent or defeat the features designed to stop the Software from operating after the license expires.

5 DEMONSTRATION / EVALUATION VERSIONS

5.1 If you have obtained an evaluation/demo copy of the Software, and have not purchased a license to the Software, Dreamscience Automotive Ltd grants you a 30 day non-exclusive license to use the Software free of charge for the purpose of evaluating whether you wish to purchase an ongoing license for the Software.
5.2 WARNING: Evaluation/Demo copies of the Software may become non-functional thirty (30) days following initial installation on your computer. Evaluation/Demo copies of the software may also limit the number of times certain features may be executed. Dreamscience Automotive Ltd disclaims all liability and responsibility for any loss of data or other information which may occur as a result thereof.

6 UPGRADING AND AUTO UPDATES

6.1 This license does not grant you any right to any enhancements or updates to the Software, nor any support services. The Software has an auto-update function that automatically checks Dreamscience Automotive Ltd or its licensor's servers on the Internet for updates for the Software, such as bug fixes, patches, database updates, and enhanced functions. You agree that Dreamscience Automotive Ltd may, through the auto-update function, download updates and install them as part of your Software.

7 PAYMENT

7.1 The Licence Fee shall be paid by the Licensee in accordance with the Dreamscience Automotive Terms and Conditions of Sales. These are available at www.dreamscience-automotive.co.uk/terms-and-conditions. The Licence Fee is exclusive of any applicable VAT and other sales tax.
7.2 The Licensor shall have the right to charge interest on overdue invoices at a rate of 1.5% per annum above the base rate of the Bank of England from time to time in force from the date when payment becomes due from day to day until the date of payment.

8 DELIVERY

Upon purchase or download commencement (or such later date as may be agreed by the Licensee) the Licensor shall install and/or deliver the Program Materials at the Site. The Program Materials shall consist of one copy of the Software Programs.

9 TESTING

9.1 Immediately after the installation of the Software Programs, the Licensee shall test the Software Programs within 24 hours of receipt.
9.2 If the Software Programs fail to function as in clause 9.1 above, the Licensor shall correct the errors within 30 days of the initial testing at and shall notify the Licensee that it is ready to repeat the tests which shall be repeated within 7 days of such notice.
9.3 If the Software Programs fail to pass the repeat tests referred to in clause 9.2 above, the Licensee may either request that the Licensor correct the errors by giving notice to the Licensor within 7 days of the repeat tests (in which case the provisions of clause 9.2 will again apply) or may terminate this agreement.
9.4 Notwithstanding the above, installation of the Software Programs shall be deemed to be completed and the Software Programs shall be deemed to be accepted upon successful execution or when the Software Programs have been put into operational use, whichever is the earlier.

10 TERM

10.1 The Licence shall commence on the date on which the Software Programs are accepted or deemed to be accepted by the Licensee pursuant to clause 8 above ("the Acceptance Date") and shall continue from year to year thereafter until terminated in accordance with the provisions of this agreement.
10.2 The license granted to you is effective until terminated. You may terminate it at any time by returning the Software (including any portions or copies thereof) to the Licensor.
10.3 The license will also terminate automatically without any notice from the Licensor if you fail to comply with any term or condition of this Agreement. You agree upon such termination to return the Software (including any portions or copies thereof) to the Licensor.
10.5 Upon termination, the Licensor may also enforce any rights provided by law.
10.4 The provisions of this Agreement that protect the proprietary rights of the Licensor will continue in force after termination.

11 LICENSEE'S UNDERTAKINGS

11.1 Except to the extent permitted by the Licensee as a lawful user of the Program Materials or to the extent permitted by law, the Licensee undertakes not to:
11.1.1 make copies of the Software Programs, in whole or part, except for back-up purposes as permitted in this agreement;
11.1.2 copy, adapt, modify or translate the Program Documentation without the prior written consent of the Licensor. The Licensor shall provide the Licensee with copies of the Program Documentation or assistance to enable the proper operation and functionality of the Software Programs;
11.1.3 translate, disassemble, decompile, reverse engineer, adapt, vary or modify the Software Programs without the Licensor's prior written consent.
11.1.4 transmit the Software or display the Software's object code on any computer screen or to make any hard copy memory dumps of the Software's object code. If you believe you require information related to the interoperability of the Software with other programs, you shall not decompile or disassemble the Software to obtain such information, and you agree to request such information from the Licensor at the address listed earlier. Upon receiving such a request, the Licensor shall determine whether you require such information for a legitimate purpose and, if so, the Licensor will provide such information to you within a reasonable time and on reasonable conditions.
11.1.5 delete, vary or obscure any copyright or other proprietary notices on or in the Program Materials;
11.1.6 rent, lease, sub-license, assign, transfer or distribute the Program Materials.
11.1.7 merge any portion of the Software into, or integrate any portion of the Software with, any other program, except to the extent expressly permitted by the laws of the jurisdiction where you are located. Any portion of the Software merged into or integrated with another program, if any, will continue to be subject to the terms and conditions of this Agreement, and you must reproduce on the merged or integrated portion all copyright and other proprietary rights notices included in the originals of the Software.
11.2 The Software may be used by you only on a single computer. You may transfer the machine-readable portion of the Software from one computer to another computer, provided that
11.2.1 the Software (including any portion or copy thereof) is erased from the first computer, and
11.2.2 computer at a time. A computer is defined both by the physical computer and the operating system installation. Therefore, a single physical computer with multiple operating systems installed will be recognized as one computer for each operating system.
11.3 The Licensee undertakes during the continuance of the Licence to:
11.3.1 keep the Program Materials and all copies under the Licensee's effective control and to maintain adequate security measures to protect the Program Materials from access or use by any unauthorised person;
11.3.2 ensure that, prior to the use of the Program Materials by its employees or agents, that all such parties are notified of the terms of this agreement;
11.3.3 maintain an accurate and up-to-date record of all copies of the Program Materials and shall produce such record to the Licensor on request from time to time.

12 INTELLECTUAL PROPERTY RIGHTS

12.1 The Program Materials and all Intellectual Property Rights of whatever nature in the Program Materials are and shall remain the property of the Licensor and the Licensee agrees to immediately notify the Licensor if it becomes aware of any infringement or any unauthorised use of the Program Materials by any person.
12.2 No license is granted to you in this Agreement, either expressly or implicitly, to use any trademark, service mark, names, or logos of the Licensor. The Licensor owns all customer data collected through the registration process.

13 WARRANTIES

13.1 Subject to the limitations and exclusions of liability set out below, the Licensor warrants that for a period of 14 days from the Acceptance Date ("the Warranty Period") the Software Programs will perform in accordance with the Specification and the Program Documentation will provide adequate instructions to allow the Licensee to make proper use of the Software Programs.
13.2 The Licensor warrants that it shall use and adopt only good quality materials, techniques and standards in performing its obligations under this agreement with the standards of care, skill and diligence required of good computing practice.
13.3 The Licensor warrants that itself, its employees and agents shall take all reasonable precautions to ensure that the Software Programs are free from all viruses that could have been detected by using the latest (at the date of despatch) commercially available virus detection software.
13.4 If within the Warranty Period the Licensor receives written notice from the Licensee of any breach of the warranties given in clause 13.1 then the Licensor shall at its own expense and within 30 days of receiving such notice remedy the defect in question.
13.5 The Licensor shall not be liable under the warranties given in clause 13.1 above if the Software Programs fail to conform to the said warranty because of any corruption, abuse or incorrect use of the Software Programs (including use of the Software Programs with equipment or other software which is incompatible) or because of any unauthorised variation or modification to the Software Programs.
13.6 All other guarantees, representations and warranties of any kind, whether express or implied, including, without limitation, the implied warranties of satisfactory quality, merchantability and fitness for a particular purpose or ability to achieve a particular result are hereby excluded, so far as such exclusion or disclaimer is permitted under the applicable law.
13.7 The Licensor does not warrant that the operation of the Software Programs will be uninterrupted or error free and the Licensee acknowledges and agrees that the existence of such errors shall not constitute a breach of this agreement.
13.8 The Licensor shall not be liable for the accuracy of any information provided by the Licensor or third-party technical support personnel, or any damages caused, either directly or indirectly, by acts taken or omissions made by you as a result of such technical support.
13.9 You assume full responsibility for the selection of the Software to achieve your intended results, and for the installation, use and results obtained from the Software. You also assume the entire risk as it applies to the quality and performance of the Software. Should the Software prove defective, you (and not the Licensor, or its distributors or dealers) assume the entire cost of all necessary servicing, repair or correction.

14 LIMITATION OF LIABILITY

14.1 In no event shall the Licensor be liable for any damages, including loss of business, loss of opportunity, loss of data, loss of profits or for any other indirect or consequential loss or damage whatsoever that is an indirect or secondary consequence of any act or omission of the Licensor whether such damages were reasonably foreseeable or actually foreseen.
14.2 Licensee acknowledges and agrees that generally more power means more engine wear. Licensee acknowledges and agrees that custom tuning and re-configuration of a vehicle is entirely at the Licensee own risk - the Licensee is advised to use a private track facility, minimise risk and take out the appropriate insurances.

15 CONFIDENTIALITY

15.1 Either party receiving information ("the Recipient") from the other marked "confidential" or which may reasonably be supposed to be confidential, including, without limitation, information contained in the Program Materials, the Specification and other information supplied by the Licensee or Licensor, shall not without the other's prior written consent use such information except for the purposes of this agreement or disclose such information to any person other than to their own employees or agents who have a need to know.
15.2 Clause 15.1 shall not apply to information that is lawfully known to the Recipient at the time of disclosure or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause) or which is ordered to be disclosed to a regulatory body or a court of competent jurisdiction.
15.3 The Recipient shall ensure that any person referred to in clause 15.1 is bound by similar confidentiality terms to those in this clause 15.
15.4 The confidentiality terms in this clause 15 shall remain in full force and effect during the term of this agreement and upon the termination of the Licence or this agreement.

16 TERMINATION

16.1 If the Licensee commits a material breach or persistent breaches of this agreement, and in the case of a breach which is capable of being remedied, fails to remedy the breach within 14 days of written notice from the Licensor to do so, then the Licensor may terminate the Licence forthwith on giving written notice to the Licensee.
16.2 Either party may terminate the Licence at any time by giving at least 30 days' prior written notice to the other.
16.3 Upon termination of the Licence the Licensee shall return the Program Materials and any copies to the Licensor or, if requested by the Licensor, shall destroy the same, provided that the Licensee may extract and store any Licensee data upon a separate media.
16.4 Any termination of the Licence or this agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision in this agreement which is expressly or by implication intended to come into or continue in force on or after such termination.

17 FORCE MAJEURE

Neither party shall be liable to the other party for any delay or failure to perform any of its obligations under this agreement if the delay or failure results from events or circumstances outside its reasonable control, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party in writing of the nature and extent of such events. If such circumstances continue for a continuous period of more than 28 days, either party may terminate this agreement by written notice to the other party.

18 ASSIGNMENT

This agreement is personal to the parties and neither this agreement nor any rights, licences or obligations under it may be assigned by either party without the prior written approval of the other party.

19 WAIVER

Failure or neglect by either party to exercise any of its rights or remedies under this 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 agreement nor prejudice that party's right to take subsequent action.

20 SEVERANCE

If any provision of this agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

21 NOTICES

Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the most recent email address, fax number or address notified to the other party, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served 2 days following the date of posting.

22 ENTIRE AGREEMENT

This agreement contains the EULA agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. In making a purchase from the Licensor, you are also agreeing to the Licensor sales Terms and Conditions as detailed below. These agreement may be varied only by a document signed by both parties.

23 GOVERNING LAW AND JURISDICTION

This agreement shall be governed by and construed in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

24 WARNING

Tuning products are often used to increase the power and performance of a vehicle as well as the economy. It is important to consider the extra performance gained through modifying your vehicle and use the appropriate track facilities for testing. Recent changes in the law mean that you must often be emission legal even on a track, so make sure you arrange the appropriate emission tests. Please be sure to consult your insurer before using tuning or vehicle configuration tools on a vehicle for use on public highway. Finally, more power, often means more engine wear. Please be aware of this as extreme power settings can reduce the life of your engine.

STANDARD TERMS AND CONDITIONS FOR SALE OF GOODS OF DREAMSCIENCE AUTOMOTIVE LTD

1 DEFINITIONS

In this document the following words shall have the following meanings:

1.1 "Buyer" means the person who buys Goods from the Seller;
1.2 "Consumer" shall have the meaning ascribed in section 12 of the Unfair Contract Terms Act 1977;
1.3 "Goods" means the articles that the Buyer agrees to buy from the Seller;
1.4 "List Price" means the list of prices of the Goods maintained by the Seller as amended from time to time;
1.5 "Seller" means Dreamscience Automotive Ltd of 20 Unit Factory Estate, Hull, Yorkshire. HU3 1HD
1.6 "Terms and Conditions" means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.

2 GENERAL

2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer and shall prevail over any other documentation or communication from the Buyer.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Terms and Conditions and are subject to acceptance by the Seller. The Seller may choose not to accept an order for any reason.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer's acceptance of these Terms and Conditions.
2.4 Any variation to these Terms and Conditions shall be inapplicable unless agreed in writing by the Seller.
2.5 Nothing in these Terms and Conditions shall affect the Buyer's statutory rights as a Consumer.

3 PRICE AND PAYMENT

3.1 The price of the Goods shall be that stipulated in the Seller's current List Price/on the Seller's website/as contained in the Seller's Quotation (as applicable) at the date of order or as agreed between the parties. The final purchase price is inclusive of VAT and also inclusive of any delivery charges.
3.2 Payment of the total purchase price (including VAT and any delivery charges) must be made in full before dispatch of the Goods.

4 DELIVERY

4.1 Delivery of the Goods shall be made by the Seller notifying the Buyer that the Goods are available for collection at the Seller's premises or for delivery to such place and on such terms as agreed between the Seller and the Buyer at the time the order is placed.
4.2 All Goods, wherever possible, will be delivered within 3-5 working days of the order being placed and the Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
4.3 The Seller shall use its reasonable endeavours to meet any date stated for delivery. In any event time of delivery shall not be of the essence and the Seller shall not be liable for any losses, costs, damages or expenses incurred by the Buyer or any third party arising directly or indirectly out of any failure to meet any estimated delivery date.
4.4 Some Goods may not be in stock at the time the order is placed. In the event that the Seller is unable to deliver the Goods within the time specified in Clause 4.2, the Seller will contact the Buyer to advise of the situation and the Buyer shall be entitled to cancel the order and receive a full refund or agree a later delivery date.
4.5 Title and risk in the Goods shall pass to the Buyer upon delivery of the Goods.

5 WARRANTY

The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller.

6 CANCELLATION AND RETURNS

6.1 The Buyer shall inspect the Goods immediately upon receipt and shall notify the Seller within 3 working days of delivery if the Goods are damaged or do not comply with any of the Contract.
6.2 Where a claim of defect or damage is made then it shall be the responsibility of the Seller to collect faulty Goods if the items are large, otherwise the Goods shall be returned by the Buyer to the Seller and the Buyer shall be entitled to replacement Goods or a full refund (including delivery costs, if applicable) plus any return postal charges if the Goods are in fact defective.
6.3 To return a product please request an RMA number using our Support Ticket section under your Members menu on our website. Clearly state your reason for return, and an RMA number will be emailed to you if your return request is accepted.
6.4 Goods to be returned must clearly show the order number obtained from the Seller and the RMA number received via your Support Ticket on the package.
6.5 Where returned Goods are found to be damaged due to the Buyer's fault the Buyer will be liable for the cost of remedying such damage.
6.6 Where Goods are purchased via the internet, by mail order or by phone or fax, the Buyer has the right, in addition to any other rights, to cancel the Goods and receive a refund by informing the Seller in writing or by email within 7 working days of receipt of the Goods. Goods must be returned at the Buyer's cost and should be adequately insured during the return journey. The Buyer shall receive a refund of all monies paid for the Goods (including delivery charges, if any) except for return postal charges within 30 days of cancellation.
6.7 Any product which is defined as "Software Only" is non-refundable.
6.8 Any returns of tuning units will only be processed when the vehicle has been returned to it's stock settings, and all modifications performed by our product has been removed.

7 GUARANTEES

In addition to the Buyer's statutory rights, the Seller guarantees all Goods against faulty workmanship and materials for a reasonable lifetime period from the date of delivery. This guarantee only applies to the original Buyer as stated on the related invoice.

8 LIMITATION OF LIABILITY

8.1 Nothing in these Terms and Conditions shall exclude or limit the liability of the Seller for death or personal injury, however the Seller shall not be liable for any direct loss or damage suffered by the Buyer howsoever caused, as a result of any negligence, breach of contract or otherwise in excess of the price of the Goods.
8.2 The Seller shall not be liable under any circumstances to the Buyer or any third party for any indirect or consequential loss of profit, consequential or other economic loss suffered by the Buyer howsoever caused, as a result of any negligence, breach of contract, misrepresentation or otherwise.
8.3 More power means more engine wear. Custom tuning and re-configuration of your vehicle is entirely at your own risk - you are advised to use a private track facility, minimise risk and take out the appropriate insurances.
8.4 All fitting work carried out at Dreamscience Automotive Ltd is at your own risk.

9 FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.

10 SEVERANCE

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

11 GOVERNING LAW AND JURISDICTION

These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.