PLEASE READ THIS AGREEMENT CAREFULLY
THIS AGREEMENT is made between the following Parties:
The Supplier wishes to grant to the End User a licence to use the Software on the terms of this Agreement.
THE PARTIES AGREE:
“Software” means, but not limited to, software product, software package, software application, computer programs, widgets, solutions, CRM vertical solutions.
“Confidential Information” means any proprietary information, technical data, including but not limited to, object code, sort code, technical and functional specifications, documented attributes of the Software which may be submitted to the End User.
“Intellectual Property Rights” means intellectual and industrial property rights, including copyright (including moral rights), patents, know-how, trade secrets, trademarks, service marks, trade names, design rights, registered designs, get-up, database rights, chip topography rights, mask works, utility models, domain names, rights in trade and business names and all similar rights and, in each case, but not limited to:
2. ACCEPTANCE OF THE TERMS
2.1 By checking any acceptance boxes, clicking any acceptance buttons, downloading the Software or simply by installing or making any use of the Software, the End User accepts this Agreement and agrees to be bound by each of its terms.
2.2 The Supplier may amend this Agreement from time to time, each of which amendments shall be deemed to be effective after posting the updated Agreement at the Supplier’s website or within the Software.
2.3 The End User should check this Agreement regularly to ensure the End User remains current on the terms and agreements set forth herein.
3. GRANT OF LICENCE
The Supplier grants the End User a personal, non-exclusive, non-transferable, not resalable, revocable license to download, install, access and use of the Software.
4. USE OF THE SOFTWARE
4.1 The End User shall not use the Software contrary to any restriction stated in this Agreement.
4.2 Except as expressly agreed by the Parties, the End User’ rights to use the Software does not permit it to:
5.1 This Agreement shall continue in full force until such time as it is terminated by either the Supplier or the End User.
5.2 This Agreement will terminate immediately if the End User breaches any term of this Agreement.
5.3 Further, in the event of a termination or expiration of any agreement between the Supplier and the End User, the End User's right to access and use the Software may also terminate or expire without prior notice to the End User.
5.4 If the subscription fee is paid the End User may terminate this Agreement at any time by notifying the Supplier in writing prior to the 1st of the month (payment processing). Upon receipt of notice of termination from the End User, the license and the End User's access to the Software shall expire on the last day of the month.
6.1 The Software is made available to the End User on a no-cost basis plan currently, however nothing herein shall prevent the Supplier from electing to charge license and/or other fees to access and/or use the Software at any point in the future.
6.2 If the End User wishes to utilize the Software after the end of a no-cost basis plan, the End User must first execute the applicable subscription plan with the Supplier that will require the payment of the applicable fee.
6.3 The End User will be contacted on a reasonable notice to agree the subscription plan.
7. NO SUPPORT
The Supplier shall have no support obligations in respect of the Software hereunder. The Supplier and the End User may enter into a separate support agreement under its own terms.
8. LIMITS ON LIABILITY
8.1 THE SUPPLIER SHALL NOT, UNDER ANY SET OF CIRCUMSTANCES, BE LIABLE TO THE END USER OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNATIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, ARISING OUT OF THIS AGREEMENT OR THE END USER'S USE OF THE APPLICATION, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.
8.2 IN ANY EVENT, THE SUPPLIER’S TOTAL LIABILITY TO THE END USER FOR ANY CLAIM ARISING HEREUNDER OR RELATED HERETO SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE END USER TO THE SUPPLIER UNDER THIS AGREEMENT DURING THE 3 MONTHS PRECEDING THE DATE OF THE ACTION OR CLAIM.
9. WARRANTY DISCLAIMER
9.1 EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SUPPLIER’S SOFTWARE ARE PROVIDED "AS IS" AND THE SUPPLIER MAKES NO REPRESENTATIONS OR WARRANTIES.
9.2 THE SUPPLIER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, FOR THE SOFTWARE AND ANY OTHER MATERIAL PROVIDED TO THE END USER BY THE SUPPLIER, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE SUPPLIER DOES NOT WARRANT THAT THE SOFTWARE ARE ERROR-FREE, THAT THEIR OPERATION WILL BE UNINTERRUPTED, OR THAT SOFTWARE WILL MEET ANY PARTICULAR THE END USER REQUIREMENTS.
9.3 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SUPPLIER MAKES NO WARRANTY AND PROVIDES NO ASSURANCE THAT THE SOFTWARE WILL MEET CERTIFICATION REQUIREMENTS OF ANY REGULATORY AUTHORITY OR OTHER ASSOCIATION LICENSING AGENCY, WITHIN OR OUTSIDE OF THE UNITED KINGDOM.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Except for the End User's licence to use the Software as expressly granted above, the End User shall not acquire in any way, any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Software or in any copies of it and no Intellectual Property Rights of either party are transferred or licensed as a result of this Agreement.
10.2 The End User acknowledges and understands that the Software contains confidential and proprietary information and it shall not conceal, modify, remove, destroy or alter in any way any proprietary markings of Supplier on or in the Software or any related materials and documentation.
11.1 Each party agrees to treat as confidential all confidential information of the other party, not to use such confidential information for any purpose other than to the limited extent necessary to perform under this Agreement and not to disclose such confidential information to any third party except as may be reasonably required pursuant to this Agreement and subject to confidentiality obligations at least as protective as those set forth herein.
11.2 Without limiting the generality of the foregoing, each of the parties shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of confidential information disclosed to it by the other party.
12. UNAVAILABILITY OF SOFTWARE
The End User is responsible, at his sole cost and expense, for providing all equipment necessary to load and/or use the Software. While it is the Supplier's objective to make the Software accessible at all times, the Software may be unavailable from time to time for any reason including, without limitation, routine maintenance and/or bugs within the Software.
13.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.
13.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable.
14. FORCE MAJEUR
The Supplier shall not be liable to the End User for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control.
15. GOVERNING LAW.
This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).