(Version dated 21 Nov 2019)
1. GRANT OF LICENCE
You are permitted to:
1.1. use the Software and Manuals in connection with a single device. If You wish to use the Software on more than one device, You must obtain a separate license for another copy of the Software;
1.2. load the Software and use it only on a single device which is under Your control;
1.3. transfer the Software from one device to another provided that the Software is installed and used on only one device at a time;
1.4. use the Software for Your personal use or in Your business or profession. Permitting unauthorized access to, copying or use of the Software and Manuals is a breach of this Agreement;
1.5. transfer the Software and Manuals and Your License on a permanent basis to another person only if that person agrees to accept the terms of this Agreement and You either transfer all copies (including the most recent update and all prior versions) to that person or destroy any copies not transferred. If You transfer possession of any copy of the Software to another person, Your License is automatically terminated.
You may not nor permit others to:
1.6 use, copy or transfer the Software except as permitted by this Agreement;
1.7 distribute, rent, loan, lease, sub-license or otherwise deal in the Software and Manuals;
1.8 copy the Manuals in any manner;
1.9 alter, adapt, merge, modify or translate the Software or the Manuals in any way for any purpose, including, without limitation, for error correction;
1.10 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 the Owner or elsewhere;
1.11 remove, change or obscure any product identification or notices of proprietary rights and restrictions on or in the Software and Manuals;
1.12 violate any law, statute, ordinance or regulation.
2. TERM AND TERMINATION
2.1 The License will continue until terminated. You may terminate it at any time by destroying the Software and/or Manuals together with all copies in any form.
2.2 Your License to use the Software and/or Manuals will terminate automatically if You fail to comply with any term of this Agreement. The License will also terminate without further action or notice by the Owner if You become bankrupt, go into liquidation, suffer or make any winding up petition, make an arrangement with Your creditors, have an administrator, administrative, administrative receiver or receiver appointed or suffer or file any similar action in consequence of debt.
Upon termination of the License for any reason You will destroy
the Software and/or Manuals together with all copies in any form, including
copies on Your hard disk and back-up storage. Any use of any copies of the
Software and/or Manuals after termination of the License is unlawful.
3. LIMITED WARRANTY AND INDEMNIFICATION OBLIGATIONS
3.1. The Owner warrants only to You, as the original licensee, that the Software when used properly will provide the functions and facilities as described in the user and/or video manual supplied for the Software; as it exists at the date of receipt of the Software, for a period of ninety (90) days.
3.2. The Owner's entire liability and Your exclusive remedy under the warranties given in this section 3 will be, at the Owner's option, to either:
3.2.1. update or replace the Software which does not conform with the warranty; or
3.2.2. refund the price paid for the Software and terminate the License. This remedy is subject to the return of the Software with a copy of Your payment receipt to Your supplier or the Owner not later than 5 days after the end of a period of 15 days from the date of Your receipt of the Software
3.3. By uploading Your content to the Software, You agree that You have all necessary licenses, permissions and rights to use and share Your content.
3.4. You will indemnify the Owner and its parent companies, subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damage, including reasonable attorneys’ fees, arising out of or related to Your content, Your use of the Software, or Your violation of the Agreement.
4. EXCLUSIONS AND LIMITATION OF LIABILITY
4.1. Except for the express warranties in section 3 made by the Owner and its suppliers to You, all other warranties, conditions or representations, express or implied, statutory or otherwise, and without limitation the implied terms of merchantability and fitness for a particular purpose are excluded.
4.2. The Owner does 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 the entire risk as to the performance and results of the Software and Manuals is assumed by You.
4.3. Unless stated in additional terms, the Owner is not liable to You or anyone else for any loss of use, data, goodwill, or profits, whatsoever, and any special, incidental, indirect, consequential, or punitive damages whatsoever, regardless of cause (even if the Owner has been advised of the possibility of the loss or damages), including losses and damages (a) resulting from loss of use, data, or profits, whether or not foreseeable; (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action; or (c) arising from any other claim arising out of or in connection with Your use of or access to the Software.
4.4. The Owner’s total liability in any matter arising out of or related to the Terms is limited to US$100 or the aggregate amount that You paid for access to the Service and Software during the three-month period preceding the event giving rise to the liability, whichever is larger. This limitation will apply regardless of the form or source of claim or loss, whether the claim or loss was foreseeable, and whether a party has been advised of the possibility of the claim or loss.
4.5. The limitations and exclusions in this section 4 apply to the maximum extent permitted by law.
5.1. Unless stated in the Additional Terms, the Services and Software are provided “AS-IS.” To the maximum extent permitted by law, the Owner disclaims all warranties, express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. The Owner makes no commitments about the content within the Software. The Owner further disclaims any warranty that (a) the Software will meet Your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results obtained from the use of the Software will be effective, accurate, or reliable; (c) the quality of the Software will meet Your expectations; or (d) any errors or defects in the Software will be corrected.
5.2. The Owner specifically disclaim all liability for any actions resulting from Your use of any Software. You may use and access the Software at Your own discretion and risk, and You are solely responsible for any damage to Your hardware system and/or device or loss of data that results from the use of and access to any Software.
5.3. If You post Your content on the Owner’s servers to publicly share through the Software, the Owner is not responsible for: (a) any loss, corruption, or damage to Your content; (b) the deletion of content by anyone other than the Owner; or (c) the inclusion of Your content by third parties on other websites or other media.
6. DATA PROTECTION
6.1. The Owner will maintain appropriate organizational, physical and technical measures to protect the security of the data that You input into the Software.
6.2. You are responsible for complying with all applicable data protection laws in respect of Your use of the Software. In particular, You must ensure You have properly informed and obtained all necessary rights or consents from any end-users or individuals to whom the data relates, to enable the Owner to lawfully access their personal data under this Agreement and to process their personal data.
6.3. You shall not provide (nor permit any user to provide) any Sensitive Data to the Owner. For the purpose of this agreement, "Sensitive Data" is defined under Article 9 and Recital 51 in the European Union General Data Protection Regulation, where “Sensitive Data” includes health information, race/ethnic origin, sex life or sexual orientation, religious and political beliefs, genetic and biometric data, and trade union membership.
6.4. If You are in the European Union and/or Your use of the Software requires the Owner to process personal data falling within the scope of the European Union General Data Protection Regulation 2016/679, then You will need to execute our GDPR Data Processing Agreement ("GDPR DPA").
6.5. You acknowledge that in the provision of certain services, the Owner, based on instructions received from You, may be required to transfer certain data to 3rd party partners ("3rd Party Partners") whose services are integrated with the Software. You agree that if and to the extent such data transfer occurs, it is on Your express election and instruction by virtue of You agreeing to use the 3rd Party Partner's services. You are solely responsible for compliance with all applicable laws in respect of the transfer of the data by the Owner to the 3rd Party Partner, and for entering into separate data protection agreements with the 3rd Party Partner. The Owner is in no way liable for the provision of the services or the handling and processing of any data by the 3rd Party Partner.
6.6. On expiry or termination of this Agreement, the data submitted by You to the Owner will be deleted after 30 days, unless applicable laws or regulations require the Owner to retain the data for a longer period. To the extent that we continue to hold the data, it shall be securely isolated and protected from further processing except to the extent required by applicable law.
7.1. This Agreement is the entire agreement between You and the Owner, and supersedes any other oral or written communications, agreements or representations with respect to the Software and Manuals.
7.2. Nothing in this Agreement will affect the statutory rights of a consumer in 'consumer transactions' under any applicable statute.
7.3. If any part of this Agreement is held by a court of competent jurisdiction to be unenforceable, the validity of the remainder of the Agreement will not be affected.
7.4. You are independently responsible for complying with all applicable laws in all Your actions related to Your use of Software, regardless of the purpose of the use.
7.5. In addition to the accepting this Agreement, if You elect to use Paypal services that are integrated with the Software, you are to adhere to Paypal's Acceptable Use Policy at at https://www.paypal.com/us/webapps/mpp/ua/acceptableuse-full.
7.6. Should You have any questions concerning this Agreement please contact email@example.com