1.1 – You have the right to install and use the software only in accordance with the terms set out in this Licence. All references to ‘software’ in these terms mean the object code only of the programs(s) comprising the software. All references to ‘the software’ include any user manuals and/or documentation associated with it we provide to you.
1.2 – By installing the software you indicate your acceptance of these terms. If you do not accept these terms, you should not install the software.
1.3 – We hold the copyright and title in (or are the valid licensee of) the software supplied to you. You may not install, run or use the software without our permission.
2. Grant of Licence
2.1 – In consideration of your agreement to these terms and the payment of any applicable charges for the software, we grant you a non-exclusive, revocable right to install, run and use the software as permitted by these terms.
2.2 – If the software includes third party software or applications, your right to use the third party software or applications in conjunction with the software may be subject to your agreement of end user licence agreements with those third parties, in addition to these terms. If it is, we will notify you of the relevant end user licence agreements and you may have to click-through or otherwise indicate your agreement. You will be solely liable for any breach of those end user licence agreements.
2.3 – If the software includes the right to download and use an app (for example on an iOS or Android device) the continued right to download and use that app is subject to you continuing to have in place an agreement with us for the provision of ‘Clik Cover’ (or any replacement technical support offering we provide), and any other specific conditions set out on our website or otherwise agreed.
2.4- As part of continuing to develop and improve our software we may from time to time ask you to participate in beta testing of modifications, enhancements, improvements, updates, new features and applications which we are considering adding to or incorporating into our software or providing to customers. Where you participate in any such beta testing all suggestions, feedback, improvements or other input you have or make (along with all intellectual property subsisting in the same) will belong to Clik Limited. Your participation in any beta testing does not create nor transfer any intellectual property rights in our software to you (whether it is part of the testing or not). We make no warranty or representation as to the quality, performance or effectiveness of any items of our software which are involved in the beta testing activity. All Confidential Information (as defined in paragraph 9) disclosed to you during any beta testing shall be subject to the terms of paragraph 9 of this Licence.
3. Your rights under the Licence
3.1 – use the software in connection with any number of computers under your control and, for the avoidance of doubt, use on networks is allowed (whether local or wide), subject to paragraph
3.2 – load the software and use it on or by a maximum of the number of computers/servers/users agreed, and if you wish to use the software otherwise, you must first obtain and pay for the correct number of separate additional licences;
3.3 – transfer the software from one computer to another which is also under your control provided that the software is only installed on computers under your control;
3.4 – make a single back-up copy of the software in support of your permitted use of the software provided you label the back-up copy with any copyright notice we specify from time to time;
3.5 – use the software only for your internal business purposes; and
3.6 – only use the software contained on the medium on which we supply it to you.
4. Restrictions under the Licence
You may not and may not permit others to:
4.1 – use, copy or transfer the software except as permitted by these terms;
4.2 – distribute, rent, loan, lease, sub-license or otherwise deal in the software;
4.3 – copy the software other than as set out in paragraph 3.4;
4.4 – alter, adapt, merge, modify or translate the software in any way for any purpose, including, without limitation, for error correction;
4.5 – reverse-engineer, disassemble or decompile the software, except that you may decompile the software only to the extent permissible by law where this is indispensable to obtain the information necessary to achieve the interoperability of an independently created program with the software or with another program and such information is not readily available from us or elsewhere; or
4.6 – remove, change or obscure any product identification or notices of proprietary rights and restrictions on or in the software.
5. Expiry/termination of the Licence
5.1 – This Licence will continue until it expires or is terminated.
5.2 – You may terminate this Licence at any time by destroying the software together with all copies in any form. You will not be entitled to a refund of any charges you have already paid for the software if you choose to terminate this Licence
5.3 – This Licence will terminate automatically if you fail to comply with any of its terms.
5.4 – This Licence will also terminate automatically if you make any voluntary arrangement with your creditors, or enter administration or go into liquidation (other than for the purposes of solvent amalgamation or reconstruction), or an encumbrancer takes possession, or a receiver is appointed, over any of your property or assets, or you cease or threaten to cease to carry on your business, or anything analogous to any of the foregoing occurs under the law of any jurisdiction.
5.5 – On termination or expiry of this Licence for any reason you must destroy the software together with all copies in any form, including copies on your hard and back-up disks. If you make any use of the software after termination or expiry of this Licence that use will be unlawful.
6. Limited warranty
6.1 – We warrant only to you, as the original licensee, that the software and/or the medium on which it is recorded will be free from defects in material and workmanship under normal use for a period of ninety (90) days from either the day we despatch it or it is made available to you for download.
6.2 – Our entire liability to you and your exclusive remedy for a breach of this warranty will be, at our option, to either:
6.2.1 repair or replace the software or medium which does not conform with this warranty; or
6.2.2 refund any charges you have paid for the software and terminate this Licence; subject in each case to you deleting the software or returning the software to us not later than ten (10) days after we inform you of the remedy we will provide.
7. Exclusion of other warranties
7.1 Except for the express warranty set out in paragraph 6 we make and you receive no other warranties, conditions or representations, express or implied, statutory or otherwise, and (without limitation) the implied terms of satisfactory quality and fitness for a particular purpose are excluded. We do not warrant that the operation of the software will be error free or uninterrupted. It is your responsibility to ensure that the software is suitable for your needs (and we offer a trial period of the software for you to do this) and you assume the entire risk as to the performance and results of the software.
8. Limitation of liability
8.1 – We shall not be liable to you for any: (a) loss of profits; or (b) damage to reputation; or (c) loss of anticipated savings; or (d) loss of anticipated revenues; or (e) loss of business opportunities; or (f) loss of contracts; or (g) loss of goodwill; or (h) loss or corruption of any data; or (i) any claim, action or demand made against you by any third party; or (j) any indirect loss, damage, cost, expense or claim whatsoever; in each case which arises out of or in connection with your use of the software.
8.2 – Our aggregate liability (inclusive of interest and legal and other costs) to you in respect of all claims arising under or in connection with this Licence (whether by reason of our egligence or that of our employees or agents, any non-fraudulent misrepresentation, any breach of contract or an express or implied warranty, condition or other term, breach of statutory duty, or otherwise) shall not in any event exceed the total charges paid by you for the software.
8.3 – Nothing in this Licence shall operate to limit or exclude our liability to you for any death or personal injury caused by our negligence or that of any of our employees or agents, for any fraud or fraudulent misrepresentation, or for any other matter in respect of which liability cannot lawfully be limited or excluded.
8.4 – You agree that the limitations and exclusions of liability set out in these terms are fair and reasonable, taking account particularly of the following reasons: (a) the fact it is not within our control how you use and/or rely on the software and services we provide to you; (b) the likelihood that any damages awardable to you for our breach would be disproportionately greater than the value we derive from your use of the software; (c) the likelihood you will be in a better position than us to insure yourself in a cost effective manner against any damage flowing from our breach.
9.1 – In this paragraph “Confidential Information” means any information in any form (whether or not expressly stated to be confidential) which is or has been made available by or on behalf of us at any time (whether before or after the date of this agreement), including (but not limited to):
9.1.1 – our software and all and any component parts of it as well as any and all information received or made available to you during any beta testing of the software, commercial, technical, financial or operational information ;
9.1.2 – information relating to our business, products, services, customers or suppliers;
9.1.3 – any artwork; software; designs; images; sounds; music; methodologies; databases; documents; characters; film, game or other media formats; business models; trade secrets; project, product or service names; logos; financial information; business plans or potential business opportunities;
9.2 – You will safeguard the Confidential Information and treat it with the strictest confidence and will not use, exploit, disclose, reveal, report, publish or transfer to any third party any part of the Confidential Information except to the extent required by law or as required in order to use the software and fulfil your obligations in connection with this licence. In respect of any Confidential Information disclosed to you before the date of this licence, you confirm that you have not disclosed the Confidential Information to any third party contrary to this licence.
9.3 – Whenever requested by us:
9.3.1 – You will immediately return, and ensure that any persons to whom you have disclosed any Confidential Information also return, all matter provided by us in tangible form which constitutes the Confidential Information, or any part of it, together with any copies;
9.3.2 – You will immediately destroy (or if kept electronically, delete) and ensure that any persons to whom you have disclosed any Confidential Information also destroy (or delete, as the case may be), any notes, memoranda or other records or working materials (in whatever medium) which contain any Confidential Information.
9.4 – The provisions of this paragraph 9 will not apply to any information which is, or at the relevant time becomes, publicly available other than as a result of disclosure by us.
9.5 – You will indemnify us, and will keep us indemnified, against all costs, claims, losses, expenses, and other liabilities arising out of or in connection with any breach by you of your obligations under paragraph 9 of this licence.
9.6 – You agree that shall not make, or permit any person to make, any public announcement concerning this licence without our prior written consent (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
10.1 – If any provision of this Licence is declared void or unenforceable by any court or other body of competent jurisdiction, or is otherwise rendered so by any applicable law, that provision shall to the extent of such invalidity or unenforceability be deemed severable and all other terms of this Licence not affected by such invalidity or unenforceability shall remain in full force and effect. If any provision in this Licence is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable.
10.2 – This Licence and any dispute or claim, including a dispute or claim of a non-contractual nature, arising under or in connection with it shall be governed by and construed in accordance with the law of England and Wales and any dispute arising under or in connection with this Licence shall be subject to the exclusive jurisdiction of the courts of England and Wales, to which each of us irrevocably submit.