THIS IS A SOFTWARE LICENCE AGREEMENT BETWEEN INDUSTRIAL
CODEBOX LTD (“Licensor”) AND YOU (“Licensee”).
1. YOU
MUST READ AND ACCEPT ALL THE TERMS AND CONDITIONS SET OUT BELOW BEFORE YOU ARE
ENTITLED TO DOWNLOAD AND/OR INSTALL THE SOFTWARE BY SELECTING THE `I ACCEPT'
OPTION BELOW. BY SELECTING THE ‘I ACCEPT’ OPTION AND BY DOWNLOADING AND/OR
INSTALLING THE SOFTWARE, YOU AGREE TO BECOME THE LICENSEE UNDER THIS LICENCE
AND CONSENT TO BE BOUND BY ALL OF ITS TERMS. IF YOU DO NOT AGREE TO ALL OF THE
TERMS OF THIS LICENCE AGREEMENT, CLICK THE ‘I DO NOT ACCEPT’ OPTION AND DO NOT
DOWNLOAD OR USE THE SOFTWARE.
Grant of Licence
2. By selecting
the `I Accept' option and by downloading or installing the Software, you accept
and the Licensor grants you a non-exclusive, non-transferable limited licence
to use the accompanying software products of the Licensor including (if
applicable) electronic documentation and associated material (`the Software') strictly in accordance
with the terms and conditions of this Licence Agreement and any terms of use
that appear on our website www.qvexcel.com (‘the Licence’).
The
Software has NO connection in any way whatsoever, implied or otherwise, with
Qlik Technologies AG. The Software is a separate, stand-alone product.
Confidentiality
3. The Licensee shall
treat the Software as strictly confidential and shall not divulge the whole or
any part thereof to any third party provided that this clause shall not extend
to information which was rightfully in the possession of the Licensee prior to commencement
of the Licence which is already public knowledge or becomes so at a future date
(otherwise than as a result of a breach of this clause). The Licensee shall
ensure that its employees comply with such confidentiality and non-disclosure
obligations. The foregoing obligations shall survive any termination of the
Licence.
Security
4. The Licensee shall
keep exclusive possession of and control over all copies of the Software in its
possession and shall effect and maintain adequate security measures to
safeguard the Software from access or use by any unauthorised person.
Subscription, New Versions and Support
5. The Software may require a Subscription Key to be
installed before use. Details of the subscription process that you must follow
to download and/or install the Software and the costs can be found on our
website, www.qvexcel.com.
Please note
that a current valid Subscription Key is required in order to maintain the
relevant full functionality of the Software. Except when you are using a trial
licence, a Subscription Key will be valid for 12 months and will entitle you to
download and install any new versions of the Software released in that period
and also to support in accordance with clauses 16 and 17 below (“Support”). When the Subscription Key
expires you may renew your subscription by paying (either to us, or one of our
authorised third party resellers, as appropriate) an Annual Maintenance and
Support Fee, which will entitle you to new versions of the Software and Support
for a further 12 month period. If, upon expiry of your original Subscription
Key, you do not renew your subscription, you may still use the version of the
Software originally installed by you but you may not install or use subsequent
versions and we will not be entitled to Support. Further information can be
found on our website.
Payment (Direct Purchases)
6. Details of our prices
for the Software, and the procedures for payment are displayed on the order
page of our website. Our preferred method of payment is through the PayPal
payment system, credit or debit card. Please contact us if you wish to pay by
other means. A Subscription Key will only be released when full payment has
been cleared. The Subscription Key is non-refundable. The price of the Software
is the price in force at the date and time of your order. We may change the
price of the Software before you place an order. We try to ensure that our
prices displayed on our website are accurate but the price on your order will
need to be validated by us as part of the acceptance procedure (see 8 below).
We will inform you if the Software's correct price is higher than that stated
in your order and you may cancel the order and decide whether or not to order
the Software at the correct price. The prices are exclusive of applicable
taxes. You undertake that all details you provide to us for the purpose of
obtaining a licence of the Software will be correct, that the credit or debit
card, or any electronic cash, which you use is your own and that there are sufficient
funds or credit facilities to cover the cost of the Software, and in the case
of alternative payment methods, that you are authorised to do so. We reserve
the right to obtain validation of your payment details before agreeing to
license you the Software.
Payment
(Authorised Resellers)
7. If you are purchasing the Software through
one of our authorised third party resellers:
(1) you will be required to abide by the
reseller’s payment terms and a Subscription Key to unlock the Software will
only be released once the reseller has provided us with your particulars and we
have approved them; and
(2) you shall indemnify us and keep us
fully and effectively indemnified against any and all losses claims damages
costs expenses liabilities demands proceedings and actions which you may
sustain or incur or which may be brought or established by you in relation to
or by reason of any claim or allegation that the reseller is in breach of any
obligation to you under its agreement to sell the Software to you (and which
are not due to our negligence recklessness or wilful misconduct or any breach
of our obligations under this Licence.
Acceptance
8. We are entitled to
refuse any order placed by you. If your order is accepted, we will confirm
acceptance to you by e-mailing to you or one of our authorised third party
resellers the Subscription Key and a link to a portal from where you can
download the Software. Making the Subscription Key available in this way
constitutes performance of our services.
Installation and Use
10. You may only
use the Software by copying, transmitting or loading it into a single hard
disk, CD-ROM or other storage device such that the your computer may process
the Software. You may make one copy of the Software for back-up purposes,
maintaining always the same copyright information as the original. You may
install the Software on a laptop in addition to any standard PC provided that
only one individual user utilises the Software on both the PC and the laptop.
If a site licence has been purchased the Software should be installed only on
standalone computers or networks assigned to that establishment.
Prohibited Acts
11. The Licensee
is not permitted (save to the extent allowed by law) to copy the Software
otherwise than for use of the Software for normal operation in accordance with
the terms of this Licence. The Licensee shall not (save as to the extent
allowed by law) disassemble, decompile or reverse engineer the Software, nor
translate, adapt, modify, lease, rent, loan, redistribute, sub-lease,
sub-licence or create derivative works from the Software. The Licensee must
ensure that the copyright notice of the Licensor is duplicated as it appears in
or on the Software on all authorised copies. The Licensee shall not display the
Software on a public bulletin board, ftp site, website, chat room or by any
other unauthorised means. The Licensee shall destroy the Software and all upgrades
or copies in its possession promptly upon termination of this Licence or
discontinuance of the licence granted, for whatever reason.
No Warranties
12. THE SOFTWARE
IS PROVIDED ‘AS IS’ WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF SATISFACTORY QUALITY OR
FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE
LICENSEE WILL TAKE DELIVERY OF AND USE THE SOFTWARE AT HIS OWN RISK. THE
LICENSEE IS RESPONSIBLE FOR ENSURING THAT HIS COMPUTER SYSTEM MEETS ALL
RELEVANT TECHNICAL SPECIFICATIONS NECESSARY TO USE THE SOFTWARE AND IS
COMPATIBLE WITH THE SOFTWARE. The
Software uses its own systems for the storage of data. These systems may not be compatible with
other third party products.
13. THE LICENSOR DOES NOT WARRANT THAT THE
SOFTWARE WILL MEET THE LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE
SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY ERRORS OR DEFECTS IN
THE SOFTWARE WILL BE CORRECTED AND THE LICENSEE IS SOLELY RESPONSIBLE FOR ALL
COSTS AND EXPENSES ASSOCIATED WITH RECTIFICATION, REPAIR, LOSS OR DAMAGE CAUSED
BY ANY SUCH DEFECTS OR ERRORS. Any new releases or upgrades to the Software
made available by the Licensee which may correct such errors will be made
available at the website www.qvexcel.com, on applicable terms and conditions. We are under no
obligation to provide you with any updates to the Software however you must
regularly check for and install any updates.
Refunds
14. At our discretion, we may grant you a
refund or provide you with replacement Software in certain circumstances,
including if the Software downloaded is not what you ordered. If you receive a
refund from us you must destroy all of your copies of the Software and the
Licence will be terminated as of the date of your notifying us of your claim
for a refund. If you are purchasing the Software through one of our authorised
third party resellers, you agree and acknowledge that it is the reseller’s
responsibility to grant you a refund and not our own and you undertake not to
claim a refund from us.
Complaints
15. If you have any complaints, you should
direct them to us via e-mail at:
or
by post at:
Industrial Codebox Limited
The Oakley
Kidderminster Road
Droitwich Spa
Worcestershire
WR9 9AY
Support
16. While the Software is
available for purchase and for so long as you are in possession of a valid
Subscription Key for the individual particular Software installation, we will
provide e-mail support only, limited to what we consider as reasonably
necessary to answer any queries or concerns you have in relation to the
Software. We will endeavour to respond to the request as quickly as possible
but cannot guarantee to provide a response within a specific period of time.
17. If you are purchasing
the Software through one of our authorised third party resellers, we will only
provide e-mail support in certain limited circumstances for so long as you are
in possession of a valid Subscription Key for the individual particular
Software installation and where your reseller cannot provide support. Your
reseller will be responsible for providing first line support and we take no
responsibility for your reseller’s obligations in this regard. You agree and
undertake not to bring any claim against us or otherwise hold us responsible in
relation to the support that your reseller is obliged to provide.
18. In the event that we
launch an on-line discussion forum ("Forum") then we may allow you
access to the Forum. We may withdraw access to the Forum at any time and
without having to give any reason. You will not use the Forum (or allow the
Forum to be used) for the purpose of making derogatory comments or for the
publication of anything obscene, illegal, offensive or that is designed to
cause distress or annoyance. You agree to indemnify us without set-off or
counterclaim (including but not limited to damages, legal costs, fees and any
other loss or liability incurred by us) in respect of the misuse of any Forum.
Exclusion of Liability
19. EXCEPT FOR DEATH OR PERSONAL INJURY ARISING
FROM THE LICENSOR'S NEGLIGENCE (FOR WHICH NO LIMIT APPLIES), THE LICENSOR
EXCLUDES AND DISCLAIMS ALL LIABILITY FOR ANY LOSS OR DAMAGE WHATSOEVER OR
HOWSOEVER CAUSED, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH THIS
LICENCE AGREEMENT, THE SOFTWARE, ITS USE OR OTHERWISE. THE LICENSOR EXPRESSLY
EXCLUDES LIABILITY FOR LOST PROFITS OR FOR INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND ARISING FROM THE LICENSEE’S USE OF OR
INABILITY TO USE THE SOFTWARE OR FROM ERRORS OR DEFICIENCIES IN IT WHETHER
CAUSED BY NEGLIGENCE OR OTHERWISE HOWSOEVER CAUSED EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IN THE EVENT THE
LICENSOR ACCEPTS ANY LIABILITY WHATSOEVER, OR IS OTHERWISE LIABLE SUCH LIABILITY
IN RESPECT OF EACH EVENT OR SERIES OF CONNECTED EVENTS SHALL BE LIMITED TO ANY
LICENCE FEE PAID BY THE LICENSEE FOR THE SOFTWARE.
Intellectual
Property
20. The Licensor shall at all times remain the
sole owner of all database rights and intellectual property rights and like
proprietary rights subsisting in or used in connection with the Software.
Subject to such ownership by the Licensor, the Licensee shall own the
intellectual property rights in any personal output files generated using the
Software. The Licensee may have statutory rights which are not affected by this
Licence. All limitations or exclusions
shall apply to the fullest extent permitted by applicable law. In the event that any provision is void or
unenforceable, such part shall be severed from this Licence and remainder shall
be valid and continue in full force and effect.
Assignment
21. This
Licence is personal to the Licensee and the Licensee shall not assign,
sub-license or otherwise transfer this Agreement or any of its rights or
obligations hereunder whether in whole or in part without the prior written
consent of the Licensor. If the Licensee transfers possession of the
Software to another party without the Licensor’s consent or except as provided
in this Licence, this Licence is automatically terminated. We may assign,
transfer, novate or subcontract any or all of our rights and obligations under
this Licence Agreement at any time.
Indemnity
22. The Licensee shall indemnify the Licensor
against any claim for infringement of intellectual property rights arising
directly from the use by the Licensee of the Software. The Licensee shall give
the Licensor the earliest possible notice in writing of any such claim being
made or action threatened or brought against the Licensee and will permit the
Licensor at the Licensee’s own expense to conduct any ensuing litigation and
all negotiations for a settlement of the claim.
Termination
23. This Licence is effective until terminated.
The Licensor may terminate this Licence at any time if the Licensee is in
breach of any of the terms and conditions of this Licence. The Licensee may
terminate this Licence at any time by destroying the Software and all copies.
If the Licensor notifies the Licensee of such termination, the Licensee shall
comply with the provisions of this Licence Agreement.
Amendment
24. We may amend this Licence Agreement from time
to time and post the new version on our website, following which all use of the
Software will be governed by that version.
Notices
25. All
notices shall be given
to us via e-mail at:
or
by post at:
Industrial Codebox Limited
The Oakley
Kidderminster Road
Droitwich Spa
Worcestershire
WR9 9AY
Notices will be deemed
received when an e-mail is received in full (or else on the next business day
if it is received on a weekend or a public holiday in the place of receipt) or
in the case of a postal communication, 3 days after the date of posting.
Governing
Law
26. This Licence shall be construed in
accordance with and governed by English law and subject to the exclusive jurisdiction
of the English courts.