END USER LICENSE AGREEMENT (“LICENSE”)
BY INSTALLING WEBFACTORYLIVE.COM (“WEB FACTORY LIVE”) SOFTWARE (“SOFTWARE”),
THE INSTALLING PARTY (“YOU”) ARE AGREEING TO ALL THE TERMS IN THIS LICENSE AGREEMENT
AS IF IT WERE A WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. YOU MAY NOT USE THE
SOFTWARE UNLESS YOU AGREE TO THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE
TERMS OF THIS LICENSE THEN YOU MUST UNINSTALL AND DELETE ANY COPIES YOU HAVE OF
THE SOFTWARE.
This License shall commence upon your acceptance to it and the installation of the
Software. Web Factory Live hereby grants you a non-exclusive, non-transferable,
non-assignable, personal license for the number of operators for which you have
paid a license fee to use the Software for your own internal purposes only in perpetuity
until the sooner of: (i) the expiry of any evaluation and/or demonstration period
(if any and subject to the provisions set out below); or (ii) until the Software
is removed from the end user machines in its entirety; or (iii) the termination
of the Licence by Web Factory Live in accordance with the terms herein.
In the event that the Software has been installed for the purposes of evaluation
and/or demonstration, the Software may only be used by one operator and this Licence
will terminate without notice after 30 days. If you purchase a licence to continue
to use the Software, the terms of this License will continue. Web Factory Live provides
no warranties or support in respect of the Software during the evaluation and/or
demonstration period.
Web Factory Live and its licensors, where applicable, shall have sole and exclusive
ownership of all right, title, and interest in and to the Software, including all
copyright and any other intellectual property rights therein. This License conveys
a limited license to use the Software and shall not be construed to convey title
to or ownership of the Software to you. Use of the Software is governed by the terms
of this end user license agreement.
The Software is made available for downloading solely for use by the end user organisation
that has registered for its use. Any reproduction or redistribution of the Software
not in accordance with this License is expressly prohibited.
Without any limitations to the foregoing, any reproduction and copying of the Software
to any other site, server or location for further reproduction or redistribution
is expressly prohibited. You may not de-compile, reverse engineer or otherwise attempt
to discover the source code or encryptions of the Software during the trial period.
Once you have purchased a license for the Software then you may modify the Software
strictly to the extent necessary to meet your particular internal requirements.
In the event that you make any change to the core source code of the Software, Web
Factory Live will not have any obligations to you in respect of support. You may
not rent, lease, loan, sublicense or distribute the Software or create derivative
applications. Within seven (7) days of making any modifications to the Software,
you will provide Web Factory Live with one copy of the source code of such modifications
and any accompanying documentation and you hereby grant Web Factory Live an irrevocable,
perpetual, worldwide, royalty free license to use and license such source code in
any future releases or upgrades of the Software.
In the event that you breach the terms of this License, Web Factory Live can forthwith
terminate this License on notice to you in writing. In the event of such termination,
you shall immediately return or destroy all copies of the Software and provide written
notice to Web Factory Live of your compliance with this obligation.
You may run the Software on one server across more than one location or where load
balancing is required, across several related servers on one single site. The Software
may be accessed from any system or location worldwide. Installation and use at additional
sites requires additional licenses to be acquired. In the event that you use the
Software in any country outside of the United Kingdom, you are deemed to have obtained
all local licenses and consents necessary to do so. Web Factory Live will not be
liable for any failure by you so to do.
This Software is not intended for use in nuclear facilities, air traffic control
or communication systems where the failure of the Software could lead to death,
personal injury, or sever physical or environmental damage. Failure to comply with
any terms will terminate any rights under the License.
WEBFACTORYLIVE.COM WARRANTS THE SOFTWARE WILL BE FREE OF DEFECTS IN MATERIAL
AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF 30 DAYS FROM THE DATE OF PURCHASE.
IF, DURING THE WARRANTY PERIOD SET FORTH, YOU BELIEVE THAT THE SOFTWARE DOES NOT
MATERIALLY CONFORM WITH THE ABOVE LIMITED WARRANTY, YOU SHALL BE OBLIGATED TO NOTIFY
WEB FACTORY LIVE IN WRITING PROMPTLY AND PROVIDE WEB FACTORY LIVE WITH SUFFICIENT
DOCUMENTATION OF SUCH NONCONFORMITY TO ENABLE WEB FACTORY LIVE TO REPRODUCE AND
VERIFY THE SAME. WEB FACTORY LIVE’S SOLE OBLIGATION WITH RESPECT TO ANY CLAIMS OF
NON-CONFORMANCE WITH THE ABOVE LIMITED WARRANTY SHALL BE, AT WEB FACTORY LIVE’S
SOLE DISCRETION (I) TO PROVIDE YOU WITH INSTRUCTIONS FOR CURING SUCH NONCONFORMITY,
(II) TO PROVIDE YOU WITH AN UPDATED VERSION OF SUCH ITEM WHICH IS FREE OF SUCH NONCONFORMITY,
OR (III) IN THE EVENT WEB FACTORY LIVE IS UNABLE TO ACCOMPLISH ANY OF THE ABOVE
AFTER USING ITS COMMERCIALLY REASONABLE EFFORTS, ACCEPT A RETURN OF ALL SUCH NONCONFORMING
SOFTWARE AND REFUND TO YOU A PRO RATA PORTION OF THE FEES PAID THEREFOR OVER THE
TERM OF YOUR USE OF THE SOFTWARE. THESE REMEDIES SHALL CONSTITUTE WEB FACTORY LIVE’S
SOLE OBLIGATION, AND YOUR SOLE REMEDY, FOR ANY BREACH OF WARRANTY BY WEB FACTORY
LIVE. THE LIMITED WARRANTY SHALL NOT APPLY IN THE EVENT THAT ANY NONCONFORMITY ARISES
FROM (I) ANY MODIFICATION TO THE SOFTWARE NOT MADE BY WEB FACTORY LIVE, (II) USE
OF THE SOFTWARE IN A MANNER NOT DESCRIBED IN ANY RELATED DOCUMENTATION OR THIS AGREEMENT;
(III) USE OF THE SOFTWARE IN ANY UNLAWFUL, IMPROPER OR INAPPROPRIATE MANNER OR FOR
ANY UNLAWFUL, IMPROPER OR INAPPROPRIATE PURPOSE, (IV) USE OF A VERSION OF THE SOFTWARE
THAT WOULD NOT BE SUPPORTED BY WEB FACTORY LIVE UNDER A SUPPORT PROGRAM IF YOU SUBSCRIBED
TO SUCH SUPPORT PROGRAM, OR (V) AS A RESULT OF THE NEGLIGENCE OR INTENTIONAL MISCONDUCT
OF ANY USER OF THE SOFTWARE.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE SOFTWARE IS AT YOUR
SOLE RISK. THE SOFTWARE IS WARRANTED ONLY ACCORDING TO THE TERMS OF THIS LICENSE.
WEB FACTORY LIVE HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS WITH REGARD
TO THEIRS AND THIRD PARTY COMPONENTS OF THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES
AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
WEB FACTORY LIVE HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF FITNESS FOR PURPOSE
OR THAT IT WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL
BE FREE OF INTERRUPTION OR ERRORS, OR THAT DEFECTS WILL BE CORRECTED, OR THAT ANY
REPORTS OR OUTPUT IS ACCURATE. WEB FACTORY LIVE AND ITS LICENSORS SHALL NOT BE LIABLE
FOR ANY LOSS OR CORRUPTION OF YOUR DATA CAUSED BY UNAUTHORIZED USE OF OR ACCESS
TO THE SOFTWARE.
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT LOSSES OR DAMAGES,
INCLUDING ANY LOST PROFITS OR REVENUES, LOSS OF USE OF THE SOFTWARE OR ANY ASSOCIATED
EQUIPMENT, DAMAGE TO ASSOCIATED EQUIPMENT OR OTHER INCIDENTAL, CONSEQUENTIAL, SPECIAL
OR PENAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE. YOUR SOLE
REMEDY WITH RESPECT TO ANY CLAIMS FOR DIRECT LOSSES OR DAMAGES ARISING OUT OF THIS
AGREEMENT SHALL BE LIMITED IN THE AGGREGATE TO THE MONIES PAID BY YOU TO WEB FACTORY
LIVE UNDER THIS LICENSE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT
GIVING RISE TO SUCH LIABILITY.
Web Factory Live will provide after sales technical support only where a valid license
has been purchased and, for each 12 month period after the first anniversary of
the date of the granting of this License, an annual support fee has been paid in
advance. Technical support is limited to advice, hints and tips. Rectification of
technical faults is not guaranteed.
You agree that because of the unique nature of the Software and Web Factory Live’s
proprietary rights therein, a demonstrated breach of this agreement by you would
irreparably harm Web Factory Live and monetary damages would be inadequate compensation.
Therefore, you agree that Web Factory Live shall be entitled to preliminary and
permanent injunctive relief, as determined by any court of competent jurisdiction
to enforce the provisions of this Agreement. If any provision of this Agreement
or the Software thereof is declared void, illegal, or unenforceable, the remainder
of this Agreement will be valid and enforceable to the extent permitted by applicable
law. In such event, the parties agree to use their best efforts to replace the invalid
or unenforceable provision by a provision that, to the extent permitted by the applicable
law, achieves the purposes intended under the invalid or unenforceable provision.
Any failure by any party to this Agreement to enforce at any time any term or condition
under this Agreement will not be considered a waiver of that party’s right thereafter
to enforce each and every term and condition of this Agreement. Neither party will
be responsible for delays resulting from circumstances beyond the reasonable control
of such party, provided that the nonperforming party uses reasonable efforts to
avoid or remove such causes of nonperformance and continues performance hereunder
with reasonable dispatch whenever such causes are removed. This Agreement, (i) constitutes
the entire agreement and understanding between the parties with respect to the subject
matter hereof and supersedes all prior agreements, oral and written, made with respect
to the subject matter hereof, and (ii) cannot be altered except by a writing executed
by an authorised representative of each party. No purchase order shall supersede
this Agreement.
This Agreement and its performance shall be governed by and construed in accordance
with and the parties hereby submit to the non-exclusive jurisdiction of the laws
of England and Wales.
If you have any questions regarding this Agreement or if you wish to discuss the
terms and conditions contained herein please contact Web Factory Live using the
contact details at
www.webfactorylive.com.