In this License "You" means the individual who has downloaded the Software and/or the organisation he or she represents ("Your" and "Yours" shall be construed accordingly); "Software" means the software downloaded by You from Our website and for which you have not entered into a full SDK License with Us; and "We" are CartoType Limited. (Registered Number 7021509), registered office: at The Old Rectory, Spratts Lane, Kensworth, Bedfordshire, LU6 3RB, U.K. ("Us" and "Our" shall be construed accordingly). Other defined terms are set out below.
This License sets out the full extent to which You are permitted to use the Software. You must accept the terms and conditions in this License before you use the Software. If you do not accept them then You should not continue to download the Software or You should delete the Software from any device on to which You have downloaded or copied the Software. Continued use by You of the Software means that You accept the terms and conditions of this License.
- We hereby grant You a non-exclusive, non-transferable, non sub-licensable, royalty free license for 90 days from the date you downloaded the Software ("Trial Period"), unless terminated earlier, to download and run a copy of the Software on [a single server] for use by Your employees solely for the purpose of evaluating whether or not to enter into an SDK License for the Software.
- It is Your responsibility to virus check the Software before using it.
Limits on Use
- Except as expressly stated in this License or as permitted by law, You shall not nor shall You permit any third party to: (i) make any copies or adaptations of or modifications to the Software; nor (ii) distribute, disclose, market, rent, lease or transfer the Software to any other person.
Warranty and Acknowledgment
- Provided that You comply with this License, We warrant that We have the authority to grant the license in Clause 1.1, We shall not have any liability under this warranty for any claim that: (i) arises out of use other than in accordance with this License; (ii) arises out of continued use by You after becoming aware of such a claim; or (iii) would have been avoided if You had followed Our reasonable instructions.
- You acknowledge that for the duration of this License the Software is being provided: (i) for test and evaluation purposes only; (ii) "as is" without any warranty of any kind; and, (iii) without any support or maintenance from us.
- All Intellectual Property Rights in the Software, are and shall remain the property of Licensor or its licensors. Nothing in this License or in the downloading of the Software shall transfer any Intellectual Property Rights in the Software to You.
- You shall not alter, obscure, remove, interfere with or add to any proprietary, copyright, trademark, trade names, markings or notices affixed to or contained in the Software or copies thereof and shall ensure that the same are reproduced on any copy of the Software.
- You shall promptly notify Us on becoming aware of any unauthorised use of any of the Software or suspected or actual infringement of Our Intellectual Property Rights therein or any alleged infringement of third party intellectual property rights.
- The Software contains certain information which is only disclosed to Our valid licensees of the Software. You shall limit disclosure of the Software to any person except to those persons who need to know the same for the purposes of exercising Your rights under this License.
LIMITATION OF LIABILITY
- YOU ACKNOWLEDGE THAT THE SOFTWARE IS SUPPLIED FOR EVALUATION PURPOSES AND NOT FOR COMMERCIAL USE AND ACCEPT THE FOLLOWING LIMITS ON OUR LIABILITY AS REASONABLE.
- WITH RESPECT TO ALL OR ANY PART OF THE SOFTWARE AND ANY DATA OR OTHER SOFTWARE LINKED TO THROUGH THE SOFTWARE, WE EXCLUDE ANY AND ALL TERMS, CONDITIONS, REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED BY STATUTE, CUSTOM, DEALING OR LAW SAVE TO THE EXTENT THAT SUCH TERM, CONDITION, REPRESENTATION OR WARRANTY IS EXPRESSLY SET OUT IN THIS LICENSE.
- UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL WE, OUR OWNERS, AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, THIRD PARTY SUPPLIERS OR LICENSORS BE LIABLE TO YOU, YOUR SUCCESSORS, ASSIGNS OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY NATURE, OR FOR ANY DAMAGES FOR LOSS OF GOODWILL, LOST REVENUE OR PROFIT, WORK STOPPAGE, OR PRODUCT MALFUNCTION, OR FOR ANY AND ALL OTHER SUCH DAMAGES OR LOSSES ARISING OUT OF OR RELATING TO THIS LICENSE, THE SOFTWARE (OR ANY USE OF THE SOFTWARE OR OTHER SOFTWARE OR HARDWARE OR THE LIKE REFERENCED IN OR LINKED TO FROM THE SOFTWARE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- OUR AGGREGATE LIABILITY FOR ALL LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO THE SOFTWARE WHETHER RESULTING FROM BREACH OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACT OR OMISSION SHALL BE LIMITED TO ONE HUNDRED POUNDS STERLING.
- THE LIMITATIONS ON LIABILITY IN THIS AGREEMENT SHALL NOT APPLY TO DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR TO LOSS OR DAMAGE ARISING OUT OF FRAUD.
- You may terminate this License by notifying us in writing. We may terminate this License if You breach any of its terms We consider, in our absolute discretion that You may have a claim under Clause 3.1
- Any termination of this License shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
- Within 7 days of the termination of this License (howsoever and by whomsoever occasioned) You shall return all copies of the Software in Your possession or control and delete the same from any of Your computer systems and one of Your authorised officers shall certify to Us in writing that You have complied with this Clause 7.3.
- The waiver by either party of a breach or default of any of the provisions of this License by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions and, save as expressly stated herein, neither shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
- Any notice to be given or made under this License shall be in writing and delivered by hand or sent by first class prepaid registered delivery letter to the address of that party or by facsimile transmission to the recipient's fax number as specified on the front page or such other address or fax number which may be notified by that party from time to time for this purpose and will be effectual notwithstanding any change of address or fax number not so notified.
- Unless the contrary shall be proved each such notice will be deemed to have been given or made and delivered on the day of delivery if delivered by hand during normal business hours of the recipient or 48 hours after posting if within the UK or 5 days after despatch if sent by pre-paid courier if You are outside the UK or the day of transmission if sent by e-mail during normal business hours of the recipient and the sender can show satisfactory transmission and a copy has been sent by any of the other permitted means.
- If any part of this License shall be found by any Court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such part shall not affect the other parts of this License which shall remain in full force and effect.
- This License constitutes the entire agreement between the parties hereto and supersedes all prior agreements, representations (other than fraudulent representation by one party and relied upon by the other), arrangements and understandings in relation to its subject matter and no addition or modification to its terms shall form part of this License unless expressly accepted in writing by an authorised representative on behalf of each party.
- You shall not be entitled to assign, transfer or grant any interest in this License nor any or all of your rights or obligations hereunder, without our prior written consent.
- This License shall be governed by and construed in accordance with English law and if the parties are both situated in the European Union or the United Kingdom at the time of the commencement of any legal action then both parties submit to the exclusive jurisdiction of the English Courts. If you are not situated in the European Union or the United Kingdom then any dispute, controversy or claim arising under, out of or relating to this License, the Software and any subsequent amendments to this License, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, obligations post termination as well as non-contractual claims, shall be referred to and finally determined exclusively by arbitration in accordance with the WIPO Arbitration Rules. The arbitral tribunal shall consist of a sole arbitrator. The place of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. This clause shall not prohibit us from taking interlocutory action to protect our confidential information or Intellectual Property Rights such as but not limited to the seeking of an injunction.