Terms and conditions

"End user licence agreement (EULA)

Please read this EULA carefully, as it sets out the basis upon which we license the Software for use.

By clicking "accept agreement" when you first install the Software, you agree to be bound by the provisions of this EULA. If you do not agree to be bound by the provisions of this EULA, you must not install the Software.

By agreeing to be bound by this EULA, you further agree that your employees or any person you authorise to use the Software will comply with the provision of this EULA.

 

AGREEMENT

1.         Definitions

1.1       Except to the extent expressly provided otherwise, in this EULA:

"Charges" means those amounts that the parties have agreed shall be payable by the User to the Licensor in respect of this EULA;

"Documentation" means the documentation for the Software produced by the Licensor and made available by the Licensor to the User;

"EULA" means this end user licence agreement, including any amendments to this end user licence agreement from time to time;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, utility models and rights in designs);

"Licensor" means InSync Technology Ltd of 2 - 4 Grenehurst Way, Petersfield, GU31 4AZ, UK;

"Licensor Indemnity Event" has the meaning given to it in Clause 10.1;

"Software" means this software which you are installing;

"Software Defect" means a defect, error or bug in the Software having a material adverse effect on the operation, functionality or performance of the Software, but excluding any defect, error or bug caused by or arising as a result of:

(a)       any use of the Software contrary to the Documentation by the User or any person authorised by the User to use the Software;

(c)        a failure of the User to perform or observe any of its obligations in this EULA; and/or

(d)       an incompatibility between the Software and any other system, network, application, program, hardware or software not specified as compatible in the Software Specification;

"Source Code" means the Software code in human-readable form or any part of the Software code in human-readable form, including code compiled to create the Software or decompiled from the Software, but excluding interpreted code comprised in the Software;

"Update" means a hotfix, patch or minor version update to the Software;

"Upgrade" means a major version upgrade of the Software;

"User" means the person to whom the Licensor grants a right to use the Software under this EULA; and

"User Indemnity Event" has the meaning given to it in Clause 10.3.

2.         Credit

2.1       This document was created using a template from SEQ Legal (http://www.seqlegal.com).

3.         Term

3.1       This EULA shall come into force upon installation of the Software.

3.2       This EULA shall continue in force indefinitely, subject to termination in accordance with Clauses 12 and 13.

4.         Licence

4.1       The Licensor hereby grants to the User a non-exclusive licence to:

(a)       install a single instance of the Software;

(b)       use concurrently the Software in accordance with the Documentation as many instances as the User has paid the applicable Charges; and

(c)        create, store and maintain one back-up copy of the Software,

            subject to the limitations and prohibitions set out and referred to in this Clause 4.

4.2       Save to the extent expressly permitted by this EULA or required by applicable law on a non-excludable basis, any licence granted under this Clause 4 shall be subject to the following prohibitions:

(a)       the User must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Software;

(b)       the User must not alter, edit or adapt the Software; and

(c)        the User must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Software.

4.3       The User shall be responsible for the security of copies of the Software supplied to the User under this EULA and shall use all reasonable endeavours (including all reasonable security measures) to ensure that access to such copies is restricted to persons authorised to use them under this EULA.

5.         Source Code

5.1       Nothing in this EULA shall give to the User or any other person any right to access or use the Source Code or constitute any licence of the Source Code.

6.         No assignment of Intellectual Property Rights

6.1       Nothing in this EULA shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the User, or from the User to the Licensor.

7.         Charges

7.1       The User shall pay the Charges to the Licensor in accordance with this EULA.

7.2       All amounts stated in or in relation to this EULA are, unless the context requires otherwise, stated exclusive of any applicable value added taxes.

8.         Warranties

8.1       The Licensor warrants to the User that it has the legal right and authority to enter into this EULA and to perform its obligations under this EULA.

8.2       The Licensor warrants to the User that the Software will be supplied free from known Software Defects and will remedy Software Defects free of charge for a period of 90 days following the supply of the Software.

8.3       The Licensor warrants to the User that the Software, when used by the User in accordance with this EULA, will not breach any laws, statutes or regulations applicable under English law.

8.4       The User warrants to the Licensor that it has the legal right and authority to enter into this EULA and to perform its obligations under this EULA.

8.5       All of the parties' warranties and representations in respect of the subject matter of this EULA are expressly set out in this EULA. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this EULA will be implied into this EULA or any related contract.

9.         Acknowledgements and warranty limitations

9.1       The User acknowledges that complex software is never wholly free from software defects; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software will be wholly free from software defects.

10.         Indemnities

10.1       The Licensor shall indemnify and shall keep indemnified the User against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the User and arising directly or indirectly as a result of any breach by the Licensor of this EULA (a "Licensor Indemnity Event" ).

10.2       The User must:

(a)       upon becoming aware of an actual or potential Licensor Indemnity Event, notify the Licensor;

(b)       provide to the Licensor all such assistance as may be reasonably requested by the Licensor in relation to the Licensor Indemnity Event;

(c)       allow the Licensor the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Licensor Indemnity Event; and

(d)       not admit liability to any third party in connection with the Licensor Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Licensor Indemnity Event without the prior written consent of the Licensor,

       and the Licensor's obligation to indemnify the User under Clause 10.1 shall not apply unless the User complies with the requirements of this Clause 10.2.

10.3       The User shall indemnify and shall keep indemnified the Licensor against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Licensor and arising directly or indirectly as a result of any breach by the User of this EULA (a "User Indemnity Event" ).

10.4       The Licensor must:

(a)       upon becoming aware of an actual or potential User Indemnity Event, notify the User;

(b)       provide to the User all such assistance as may be reasonably requested by the User in relation to the User Indemnity Event;

(c)       allow the User the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the User Indemnity Event; and

(d)       not admit liability to any third party in connection with the User Indemnity Event or settle any disputes or proceedings involving a third party and relating to the User Indemnity Event without the prior written consent of the User,

       and the User's obligation to indemnify the Licensor under Clause 10.3 shall not apply unless the Licensor complies with the requirements of this Clause 10.4.

10.5       The indemnity protection set out in this Clause 10 shall be subject to the limitations and exclusions of liability set out in this EULA.

11.         Limitations and exclusions of liability

11.1       Nothing in this EULA will:

(a)       limit or exclude any liability for death or personal injury resulting from negligence;

(b)       limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)       limit any liabilities in any way that is not permitted under applicable law; or

(d)       exclude any liabilities that may not be excluded under applicable law.

11.2       The limitations and exclusions of liability set out in this Clause 11 and elsewhere in this EULA:

(a)       are subject to Clauses 11.1 and 14.4;

(b)       govern all liabilities arising under this EULA or relating to the subject matter of this EULA, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this EULA.

11.3       The Licensor will not be liable to the User in respect of any losses arising out of a Force Majeure Event.

11.4       The Licensor will not be liable to the User in respect of any loss of profits or anticipated savings.

11.5       The Licensor will not be liable to the User in respect of any loss of revenue or income.

11.6       The Licensor will not be liable to the User in respect of any loss of business, contracts or opportunities.

11.7       The Licensor will not be liable to the User in respect of any loss or corruption of any data, database or software.

11.8       The Licensor will not be liable to the User in respect of any special, indirect or consequential loss or damage.

11.9       The liability of the Licensor to the User under this EULA in respect of any event or series of related events shall not exceed £500.

12.         Termination

12.1       The Licensor may terminate this EULA by giving to the User not less than 30 days' written notice of termination.

12.2       The User may terminate this EULA by giving to the Licensor not less than 30 days' written notice of termination.

12.3       Either party may terminate this EULA immediately by giving written notice of termination to the other party if the other party commits any breach of this EULA, and the breach is not remediable or the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied.

13.         Effects of termination

13.1       Upon the termination of this EULA, all of the provisions of this EULA shall cease to have effect.

13.2       For the avoidance of doubt, the licences of the Software in this EULA shall terminate upon the termination of this EULA; and, accordingly, the User must immediately cease to use the Software upon the termination of this EULA.

13.3       Within 10 Business Days following the termination of this EULA, the User must irrevocably delete from all computer systems in its possession or control all copies of the Software.

14.         General

14.1       No breach of any provision of this EULA shall be waived except with the express written consent of the party not in breach.

14.2       If any provision of this EULA is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this EULA will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

14.3       This EULA is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this EULA are not subject to the consent of any third party.

14.4       Nothing in this EULA shall exclude or limit any liability of a party for fraud or fraudulent misrepresentation, or any other liability of a party that may not be excluded or limited under applicable law.

14.5       This EULA shall constitute the entire agreement between the parties in relation to the subject matter of this EULA, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

14.6       This EULA shall be governed by and construed in accordance with English law.

14.7       The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this EULA.