|
Before you click on the “accept” button at the end of this Licence and download the software, please read carefully the terms and conditions of this Licence. By clicking on the “accept” button and installing the software you are becoming the licensee to this Licence, and are consenting to be bound by its terms. If you do not agree to all of the terms of this licence, click the “do not accept” button to cease the installation process and contact CarweB or the person who supplied this Software to you.
- GRANT OF LICENCE
When you “click” the “Accept” button, “we” (CarweB Limited, Co No registered in England & Wales) grant you a non-exclusive, non-transferable Licence for the accompanying software product, including (if applicable) electronic documentation and associated material (the “Software”).
- SCOPE OF LICENCE
2.1 This Licence entitles you to:
2.1.1 load, install and Use the Software contained in this package onto a single computer that is under your control; and
2.1.2 Use the Software in accordance with the provisions of clause 3 of this Licence.
2.2 You are only permitted to use the Software in accordance with the provisions of the agreement by which you (or the person on whose behalf you are using the Software) are permitted to use the data to which the Software provides access (the “Data Licensing Agreement”. In particular (without limitation), you are bound by all the restrictions on the use of that data as set out in the Data Licensing Agreement. By clicking “Accept” you acknowledge that you are aware of, and agree to, those restrictions, so if you are aware of these restrictions then you must ask the person on whose behalf you are to use the Software to give you details of those restrictions.
- USE OF THE SOFTWARE
For the purposes of this Licence “Use” shall mean and include:
3.1 utilization of the Software by copying, transmitting or loading the same into the temporary memory (RAM) or installing into the permanent memory (e.g. hard disk, CD ROM or other storage device) of the System for the processing of the System instructions or statements contained in such Software;
3.2 copying the Software which is in machine-readable form for Use by you on the System for the purposes only of understanding the contents of such machine-readable material and for back-up provided that no more than two (2) copies will be in existence under any Licence at any one time without prior written consent from us or as otherwise permitted by the applicable law;
3.3 storing the whole or any part of the Software on the System or other storage unit or disk;
3.4 utilizing (but not copying) the instructional and/or operational manuals relating to the Software.
- LICENSEE’S UNDERTAKINGS
You undertake not to perform any of the acts referred to in this clause 4 except to the extent and only to the extent permitted by the applicable law to you as a lawful user (i.e. a party with a right to use) of the Software and only then for the specific limited purpose stated in such applicable law or under this Licence. You undertake:
4.1 not to copy the Software (other than for normal System operation and as specified in clause 3) nor otherwise reproduce the same Provided that you may copy the Software for back-up purposes or incidentally, in the course of converting the Software in accordance with clause 4.3 below;
4.2 not to translate, adapt, vary, modify the Software;
4.3 not to disassemble, decompile or reverse engineer the Software Provided however that in the case of decompilation, you may incidentally decompile the Software only if it is essential so to do in order to achieve interoperability of the Software with another software program (“Permitted Purpose”) and provided the information obtained by you during such decompilation is only used for the Permitted Purpose and is not disclosed or communicated to any third party whom it is not necessary to disclose or communicate such information without our prior written consent and is not used to create any software which is substantially similar to the expression of the Software nor used in any manner which would be restricted by copyright.
- WARRANTIES AND LIABILITY
5.1 You acknowledge that software in general is not error-free and agree that the existence of such errors shall not constitute a breach of this Licence.
5.2 Although we do not warrant that the Software supplied under this Licence shall be free from all known viruses, we have used commercially reasonable efforts to check for the most commonly known viruses prior to packaging. However, you are solely responsible for virus scanning the Software.
5.3 If you are a party to the Data Licensing Agreement the warranties and limitations on liability as set out in the Data Licensing Agreement apply, and the following provisions of this clause 5 do not apply.
5.4 If you are not a party to the Data Licensing Agreement then the following provisions of this clause 5 apply.
5.5 As between us and you, this Software is provided “as is”, and we disclaim (solely to the extent permitted by law) all express, implied and statutory warranties, conditions and terms including, without limitation, those regarding the security, reliability, timeliness, and performance of this Software.
5.6 Nothing in this Licence shall limit our liability to you for:
5.6.1 personal injury or death caused by our negligence; or
5.6.2 fraudulent misrepresentation.
5.7 Subject to clause 5.6, we shall not be liable in contract, tort or otherwise howsoever for any of the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise):
5.7.1 loss of revenue, loss of actual or anticipated profits (including for loss of profits on contracts), loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation, loss of, damage to or corruption of data; or
5.7.2 any indirect or consequential loss or damage howsoever caused (including, for the avoidance of doubt, whether or not such loss or damage is of a type specified in clause 5.7.1 above)
whether arising out of, in connection with or in relation to the Software or the supply or non-supply of the Software or otherwise under this Licence.
5.8 Subject to clauses 5.6 and 5.7 above, our total liability in contract, tort (including, without limitation, negligence) or otherwise whether arising out of, in connection with or in relation to the Software or the supply or non-supply of Software or otherwise under this Licence shall be limited to greater of (i) the licence fee paid or payable for the Software and (ii) the sum of £50.
- INTELLECTUAL PROPERTY RIGHTS
6.1 You acknowledge that any and all of the copyright, trade marks, trade names, patents and other intellectual property rights subsisting in or used or in connection with the Software including all documentation and manuals relating to the Software are and remain our sole property. You shall not during or at any time after the expiry or termination of this Licence in any way question or dispute our ownership of any ofthat material.
6.2 We warrant that the Software does not infringe any patent, trade mark, industrial design, copyright or other proprietary right of any third party.
6.3 In the event that any such infringement occurs or may occur, we may at our sole option and expense:
6.3.1 procure for you the right to continue using the Software; or
6.3.2 modify or amend the Software so that it becomes non-infringing; or
6.3.3 replace the Software by other software of similar capability.
- FORCE MAJEURE
We shall be under no liability to you in respect of anything which, apart from this provision, may constitute breach of this Licence arising by reason of circumstances beyond our reasonable control.
- TERMINATION
8.1 This Licence shall terminate automatically without the need for notice upon any termination for any reason of the Data Licensing Agreement
8.2 In addition to provisions for termination as in this Licence provided, we may by notice in writing to you terminate this Licence if you are in breach of any term, condition or provision of this Licence and fail to remedy such breach (if capable of remedy) within 7 days of having received written notice from us specifying that breach.
8.3 Termination (at any time for any reason) shall not affect any rights and remedies we may have under this Licence or under the applicable law.
- GENERAL
9.1 You shall not assign or otherwise transfer all or any part of the Software or this Licence without our prior written consent.
9.2 Failure or neglect by either party to enforce at any time any of the provisions of this Licence shall not be construed nor shall be deemed to be a waiver of that party’s rights under this Licence nor in any way affect the validity of the whole or any part of this Licence nor prejudice that party’s rights to take subsequent action.
9.3 The headings in this Licence are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Licence.
9.4 If any of the provisions of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such provision shall to that extent be severed from the remaining provisions of this Licence which shall continue to be valid to the fullest extent permitted by law.
9.5 This Licence shall be construed in accordance with English Law, and the parties submit to the exclusive jurisdiction of the English Corts.
|