1. Terms and Conditions
1.1 These are the terms and conditions (the "Licence Agreement") under which Bottomline Technologies Limited ("Company") licenses the selected Company software ("Software"), for evaluation purposes only, to the organisation that you represent and warrant that you have the legal authority to bind ("Licensee”) under the Licence Agreement for use by Licen= see staff only within its organisation.
2. Licence to use the Software
2.1 Company hereby grants to Licensee a non-exclusive, non-transferable and limited licence to use the Software free of charge for evaluation purposes only subject to this Licence Agreement and limited in t= ime to whichever of the following occurs first: a) 30 days from the date Licens= ee receives the Software; or b) until the time limit embedded in the Software = or associated Software licence key takes effect, at which point the Software w= ill no longer work. Thereafter Licensee shall promptly de-install the Software = and delete all copies thereof;
2.2 Licensee: a) may only install and use the Software= on its own premises; and b) is not entitled to use the Software for any commer= cial purposes;
2.3 Company warrants that it has all necessary rights and licences to grant Licensee this licence.
2.4 Company is not transferring any rights of ownership, copyright or other intellectual property in the Software to Licensee.
3. Conditions of Licence
3.1 The Software is supplied to Licensee 'AS IS’ and without charge. All warranties, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for particular purpose, or of error-free and uninterrupted use are hereby superseded, excluded and disclaimed to the fullest extent permissible in law.
3.2 Company will provide reasonable telephone support to Licensee to assist only in the installation of the software which is available UK time 08:30-17:00 Mon to Friday (excluding UK Public holidays) on 0870 08 18 250; and will not provide any other form of support and maintenance for the Software.
3.3 Company will not be liable to Licensee or to any third party for any direct loss of profits, goodwill, business interruption, or any type of special, indirect, consequential or incidental loss or damages (including loss or damage suffered by the Customer as a result of any action brought by a third party) even if the Company has been advised of the possibility of such damages, relating to the Software in any way, or for inability to use the Software for any reason.
3.4 Licensee hereby consents to direct contact by Company via e-mail and/or telephone for promotional purposes connected with the Software and/or other Company products and services.
4. Third Party IP Indemnity
4.1 In the event of any claim against Licensee to the effect that the Software infringes the right of any third party, Licensee shall promptly inform Company of the claim and give Company all related information, reasonable assistance and sole authority to defend or settle the claim, provided that such claim does not arise from Licensee’s breach of this licence, Company will indemnify Licensee against any damages or costs arising from such claim.
4.2 If the Software should become the subject of any claim,
or if a court judgment is made that: a)
the Software does infringe; or, b) if use of the Software is restricted in any
way, then Company may withdraw the Software from use and this Licence Agreement
shall terminate immediately, in which case Licensee acknowledges that it shall
have no claim or further rights hereunder to access or use the Software.
4.3 This clause 4 states Licensee's entire remedy in respect of any intellectual property right infringement by the Software.
5. Restrictions on use of the Software
5.1 Other than as provided for in this Licence Agreement, Licensee agrees that: a) it and its staff will keep the Software confidential; b) it will not copy, translate, modify, adapt, decompile, disassemble or reverse engineer the Software, except only when and to the limited extent that applicable law expressly permits such activity, irrespective of the limitations contained herein; and c) it will not make the Software available to any third party for any reason.
5.2 Licensee agrees that it has accepted the use of this Software solely on the basis of this Licence Agreement, recognising that Company must limit and exclude its liability to the extent legally possible.
5.3 Licensee also agrees that it will indemnify Company and hold it free from any loss, damage, claim, fine or expense as a result of unauthorised access to or any use or misuse of the Software as a consequence of Licensee’s breach of any provision of this Licence Agreement.
6. Governing Law and Jurisdiction
This Licence Agreement is governed by and construed according to English law and shall be subject to the exclusive jurisdiction of the English courts.