|
Terms and conditions of sale amended 24 August 2004 at 12:08:00hrs
PLEASE READ THIS CAREFULLY BEFORE USING MATERIALS
A: PROPERTY OF LICENSOR:
YOU MAY OBTAIN A COPY OF THIS SOFTWARE PRODUCT (INCLUDING BUT NOT EXCLUSIVELY
ANY DEMONSTRATION COPY, THE MyHomeInventory or TheOfficeInventory or
TheSurgeryInventory APPLICATION, AND ANY SERVICES PROVIDED TO ANNUAL
SUBSCRIBERS) EITHER BY DOWNLOADING IT REMOTELY FROM OUR SERVER OR BY
COPYING IT FROM A CD-ROM OR OTHER MEDIA ('HARD MEDIA'). THE COPYRIGHT,
DATABASE RIGHTS AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS IN THE PROGRAMS
AND DATA WHICH CONSTITUTE THIS SOFTWARE PRODUCT ('THE MATERIALS'), TOGETHER
WITH THE HARD MEDIA ON WHICH THEY WERE SUPPLIED TO YOU, ARE AND REMAIN
THE PROPERTY OF SECURE INVENTORIES LIMITED ('THE LICENSOR'). YOU ARE
LICENSED TO USE THEM ONLY IF YOU ACCEPT ALL THE TERMS AND CONDITIONS
SET OUT BELOW.
B: LICENCE ACCEPTANCE PROCEDURE:
BY CLICKING ON THE TWO ACCEPTANCE BUTTONS WHICH FOLLOW THIS LICENCE AGREEMENT
(MARKED 'DO YOU ACCEPT THESE TERMS AND CONDITIONS?' AND 'ARE YOU SURE THAT YOU
WISH TO ACCEPT THESE TERMS AND CONDITIONS?'), YOU INDICATE ACCEPTANCE OF THIS
LICENCE AGREEMENT AND THE LIMITED WARRANTY AND LIMITATION OF LIABILITY SET OUT
IN THIS LICENCE AGREEMENT. SUCH ACCEPTANCE IS EITHER ON YOUR OWN BEHALF OR ON
BEHALF OF ANY CORPORATE ENTITY WHICH EMPLOYS YOU OR WHICH YOU REPRESENT ('CORPORATE
LICENSEE'). IN THIS LICENCE AGREEMENT, 'YOU' INCLUDES BOTH THE READER AND ANY
CORPORATE LICENSEE.
C: LICENCE REJECTION PROCEDURE:
YOU SHOULD THEREFORE READ THIS LICENCE AGREEMENT CAREFULLY BEFORE CLICKING ON
THE TWO ACCEPTANCE BUTTONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS,
YOU SHOULD CLICK ON THE 'REJECT' BUTTON, DELETE THE MATERIALS FROM YOUR COMPUTER
AND PROMPTLY (AND IN ANY EVENT, WITHIN 14 DAYS OF RECEIPT) RETURN TO THE LICENSOR
OR A LICENSED RESELLER (A) THE CD-ROM OR OTHER MEDIA; (B) ANY OTHER ITEMS PROVIDED
THAT ARE PART OF THIS PRODUCT; AND (C) YOUR DATED PROOF OF PURCHASE. ANY MONEY
YOU PAID TO THE LICENSOR OR A LICENSOR RESELLER FOR THE MATERIALS WILL BE REFUNDED,
ALONG WITH ALL COSTS OF POSTAGE AND PACKING.
D: OTHER AGREEMENTS:
IF YOUR USE OF THESE PROGRAMS AND DATA IS PURSUANT TO AN EXECUTED LICENCE AGREEMENT,
SUCH AGREEMENT SHALL APPLY INSTEAD OF THE FOLLOWING TERMS AND CONDITIONS.
LICENCE AGREEMENT AND LIMITED WARRANTY
1 Ownership of materials and copies
The Materials and related documentation are copyrighted works of authorship,
and are also protected under applicable database laws. The Licensor retains ownership
of the Materials and all subsequent copies of the Materials, regardless of the
form in which the copies may exist. This licence is not a sale of the original
Materials or any copies.
2 Licence and Annual Subscription
Provided that you have paid the applicable licence fee, the Licensor grants to
you a limited, non-exclusive licence to:
2.1.1 Use and copy the Materials for use on one only
computer terminal owned, leased and/or controlled by you or any member
of your corporate group, which expression includes Corporate Licensee,
Corporate Licensee's majority-owned subsidiaries, any parent company
having a majority-owned interest in Corporate Licensee, and such parent's
majority-owned subsidiaries;
2.1.2 Make copies of the Materials for back-up, archival
or other security purposes.
2.2 Annual Subscription
Provided you have paid the annual subscription fee, you will be able
to access the on-line facilities as specified by the licensor from time
to time (for example: inventory, program and Retail / Consumer Price
Index (RPI) updates; inventory storage and retrieval).
3 Licence restrictions
You may not use, copy, modify or transfer the materials (including any related
documentation) or any copy, in whole or in part, including any print-out of all
or part of any database, except as expressly provided for in this licence. If
you transfer possession of any copy of the materials to another party except
as provided above, your licence is automatically terminated. You may not translate,
reverse engineer, decompile, disassemble, modify or create derivative works based
on the materials, except as expressly permitted by the law of this agreement.
You may not vary, delete or obscure any notices of proprietary rights or any
product identification or restrictions on or in the materials.
4 No transfer
The materials are licensed only to you. You may not rent, lease, sublicence,
sell, assign, pledge, transfer or otherwise dispose of the materials, on a temporary
or permanent basis, without the prior written consent of the Licensor.
5 Undertakings
You undertake to:
5.1 ensure that, prior to use of the Materials by your employees
or agents, all such parties are notified of this licence and the terms of this
Agreement;
5.2 reproduce and include our copyright notice (or such other
party's copyright notice as specified on the Materials) on all and any copies
of the Materials, including any partial copies of the Materials;
5.3 hold all drawings, specifications, data (including object
and source codes), software listings and all other information relating to the
Materials confidential and not at any time, during this licence or after it's
expiry, disclose the same, whether directly or indirectly, to any third party
without the Licensor's consent.
6 Limited warranty
6.1 Subject to the limitations and exclusions of liability below,
the Licensor warrants that (a) any CD-ROM or other media on which the Materials
are furnished will be free from material defects under normal use; and that (b)
the copy of the program in the package will materially conform to the documentation
which accompanies the package. The Warranty Period is ninety (90) days from the
date of delivery to you.
6.2 The Licensor will also indemnify you for personal injury
or death solely and directly caused by any defect in its products or the negligence
of its employees.
6.3 The Licensor shall not be liable under the said warranty
above if the Materials fail to operate in accordance with the said warranty as
a result of any modification, variation or addition to the Materials not performed
by the Licensor or caused by any abuse, corruption or incorrect use of the Materials,
including use of the Materials with equipment or other software which is incompatible.
7 No other warranties
The foregoing warranty is made in lieu of any other warranties, representations
or guarantees of any kind, either expressed or implied, including, but not limited
to, any implied warranties of quality, merchantability, fitness for a particular
purpose or ability to achieve a particular result. You assume the entire risk
as to the quality and performance of the materials. Should the materials prove
defective, you (and not the Licensor nor any licensed reseller) assume the entire
cost of all necessary servicing, repair or correction. The Licensor does not
warrant that the materials will meet your requirements or that its operation
will be uninterrupted or error free.
8 Limitation of liability
The Licensor's entire liability and your exclusive remedy shall be:
8.1 the replacement of any software not meeting the Licensor's
'Limited Warranty' and which is returned to the Licensor together with dated
proof of purchase, or
8.2 if, during the Warranty Period, the Licensor is unable to
deliver replacement software which is free of material defects, you may terminate
this Agreement by returning the Materials to the Licensor and any money you paid
to the Licensor for the Materials will be refunded, along with the cost of postage
and packing.
9 Exclusion of liability
Except in respect of personal injury or death caused directly by the negligence
of the Licensor, in no event will the Licensor be liable to you for any damages,
including any lost profits, lost savings, loss of data or any indirect, special,
incidental or consequential damages arising out of the use of or inability to
use such materials, even if the Licensor has been advised of the possibility
of such damages. Nothing in this agreement limits liability for fraudulent misrepresentation.
10 Your statutory rights
This licence gives you specific legal rights and you may also have other rights
that vary from country to country. Some jurisdictions do not allow the exclusion
of implied warranties, or certain kinds of limitations or exclusions of liability,
so the above limitations and exclusions may not apply to you. Other jurisdictions
allow limitations and exclusions subject to certain conditions. In such a case
the above limitations and exclusions shall apply to the fullest extent permitted
by the laws of such applicable jurisdictions. If any part of the above limitations
or exclusions is held to be void or unenforceable, such part shall be deemed
to be deleted from this Agreement and the remainder of the limitation or exclusion
shall continue in full force and effect. Any rights that you may have as a consumer
(ie a purchaser for private as opposed to business, academic or government use)
are not affected.
11 Term
The licence is effective until terminated. You may terminate it at any
time by destroying the Materials together with all copies in any form.
It will also terminate upon conditions set forth elsewhere in this Agreement
or if you fail to comply with any term or condition of this Agreement
or if you voluntarily return the Materials to us. You agree upon such
termination to destroy the Materials together with all copies in any
form. Access to the on-line facilities including inventory storage and
retrieval will only be available to you if your annual subscription
is current.
12 Export
You will comply with all applicable laws, rules, and regulations governing export
of goods and information, including the laws of the countries in which the Materials
were created. In particular, you will not export or re-export, directly or indirectly,
separately or as a part of a system, the Materials or other information relating
to the Materials to any country for which an export licence or other approval
is required, without first obtaining such licence or other approval.
13 General
13.1 You agree that the Licensor shall have the right, after
supplying undertakings as to confidentiality, to audit any computer system on
which the Materials are installed in order to verify compliance with this software
licence.
13.2 You agree that the Licensor shall have the right to inspect
any inventory file submitted to Secure Inventories Limited for safe storage for
the purpose of monitoring quality, performance, accuracy and coverage of the
software.
13.2 Each party hereby irrevocably agrees that the courts of
the country of registration of the Licensor, its subsidiary office, or reseller
which issues an invoice for this licence, shall have exclusive jurisdiction to
resolve any controversy or claim of whatever nature arising out of or in relation
to this Agreement and the place of performance of this Agreement shall be that
country and that the laws of that country shall govern such controversy or claim.
13.3 This Agreement constitutes the complete and exclusive statement
of the Agreement between the Licensor and you with respect to the subject matter
of this agreement and supersedes all proposals, representations, understandings
and prior agreements, whether oral or written, and all other communications between
the Licensor and you relating to that subject matter.
13.4 Any clause in this Agreement that is found to be invalid or unenforceable
shall be deemed deleted and the remainder of this Agreement shall not be affected
by that deletion.
13.5 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 of part of
this Agreement nor prejudice that party's right to take subsequent action.
13.6 This Agreement is personal to you and you may not assign,
transfer, sub-contract or otherwise part with this Agreement or any right or
obligation under it without the Licensor's prior written consent.
Should you have any questions concerning this Agreement you may contact
Secure Inventories,
Singleton Court Business Park
Wonastow Road
MONMOUTH
NP25 5JA
Telephone: 01600 775472
Fax: 01600 775472
e-mail: Click
here
|
