Application Licence (March 2016)


BiteSpire doogiePIM SOFTWARE APPLICATION USER AGREEMENT


SOFTWARE LICENCE


WARNING. BEFORE PROCEEDING PLEASE READ THE TERMS OF THIS LICENCE AGREEMENT CAREFULLY. YOU MAY OBTAIN A COPY OF THIS SOFTWARE PRODUCT BY DOWNLOADING IT REMOTELY FROM OUR SERVER. ALL INTELLECTUAL PROPERTY RIGHTS IN THE PROGRAMS AND DATA WHICH CONSTITUTE THIS SOFTWARE PRODUCT ("THE SOFTWARE") ARE AND REMAIN THE PROPERTY OF THE LICENSOR. YOU ARE LICENSED TO USE THE SOFTWARE ON THE CONDITION THAT YOU ACCEPT ALL THE TERMS CONTAINED IN THIS LICENCE AGREEMENT. BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, OR USING THE SOFTWARE YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE TERMS OF THIS LICENCE AGREEMENT. SUCH ACCEPTANCE IS EITHER ON YOUR OWN BEHALF OR ON BEHALF OF ANY CORPORATE ENTITY WHICH EMPLOYS YOU OR WHICH YOU REPRESENT ("CORPORATE LICENSEE"). IF YOU DO NOT ACCEPT THESE TERMS, YOU SHOULD NOT INSTALL THE SOFTWARE AND SHOULD DELETE THE SOFTWARE FROM YOUR COMPUTER.


1 DEFINITIONS

"The Software" means any computer program, routine or system and associated documentation provided by the Licensor for use by the Licensee

"The Licensor" means BiteSpire.

"You" means the reader and any Corporate Licensee ("the Licensee").


2 GRANT OF LICENCE

Provided that you have paid the applicable licence fee, the Licensor grants to you an unlimited, non-exclusive licence to use the Software providing the use falls within the permitted use set out below and for no other purpose. Your licence does not permit you to sub-license.


3 PERMITTED USE

3.1 In the case of computer systems divided into separate users, a licence is required for each user running the Software.

3.2 When first installed, the Software may be used without purchasing a licence and without obtaining a licence key for a period of up to 30 days for the purposes of evaluation only (the "trial period").

3.3 At the end of this trial period, you must obtain a licence key from the Licensor to continue to use the Software. This licence key allows the Software to run on a computer system either for a specified length of time (a "temporary key") or for an unlimited period (a "permanent key").

3.4 The Licensor may, at its discretion, allow an extension of the trial period beyond the normal 30 days by issuing temporary licence keys.

3.5 Upon receipt of payment, the Licensor will issue a permanent licence key for the software.

3.6 If, at the end of your trial period, you do not wish to purchase the Software, the Software should be uninstalled, deleted and any copies destroyed within 7 days after the expiry of the trial.

3.7 Any applications for licence keys should be addressed to the Licensor by e-mail to software@bitespire.com.

3.8 You may make copies of the Software for backup, archival and other security purposes provided that all copyright notices and any other proprietary notices specified on the Software are reproduced on any such copies or partial copies.


4 RESTRICTIONS ON USE

4.1 Use of the Software is restricted to the user designated on the invoice only.

4.2 You may not, nor permit others to:

4.2.1 use, copy, modify or transfer the Software (including any related documentation) or any copy, in whole or in part, including any print-out of all or part of any database, except as expressly provided for in this Licence Agreement;

4.2.2 create derivative works based upon the Software;

4.2.3 translate, disassemble, decompile, reverse engineer or modify the Software;

4.2.4 delete, vary or obscure any proprietary notices on or in the Software.


5. SUPPORT AND MAINTENANCE

5.1 Users of the software are entitled to support and maintenance (as defined below) so long as a valid support and maintenance solution is in force.

5.2 A period of support and maintenance is provided free of charge during the lifetime of the major Software version and will end when a major update to the Software is replaced.

5.3 During the period of maintenance, customers will be entitled to:

5.3.1 "Maintenance", consisting of: free software upgrades to new minor versions of the Software if and when these are released;

5.3.2 "Support", consisting of technical support and problem analysis and resolution where reasonably possible. Problems should be notified via our help solutions found on the Support page of the web site at http://bitespire.com/help_and_support.php. The Licensor will use its best endeavours to respond to reasonable requests for assistance.


6 UNDERTAKINGS

6.1 You undertake to ensure that any third party is made aware of the terms of this Licence Agreement before using the Software.

6.2 You undertake to hold all data (including object and source codes), drawings, specifications, software listings and all other information relating to the Software, confidential and not at any time disclose the same, during this licence or after its expiry or whether directly or indirectly, to any third party without our consent.

6.3 In the event of a run-time error occurring, the software will collect diagnostic information required to investigate the error and present this information to You. The Software will not transmit this information automatically.


7 OWNERSHIP

The Licensor retains ownership of the Software and related documentation and all copies of the Software at all times, which are copyright works and are also protected under applicable laws.


8 LIMITED WARRANTY

8.1 Subject to the limitations and exclusions of liability set out below, the Licensor warrants that for a period of 14 days from the date of downloading of the Software (the "Warranty Period"), the Software will conform to the documentation that accompanies it.

8.2 The Licensor shall not be liable under the warranties given in clause 8.1 above if the Software fails to conform to the said warranty because of any corruption, abuse or incorrect use of the Software (including use of the Software with equipment or other software which is incompatible) or because of any variation, modification or addition to the Software not performed by the Licensor or any party on behalf of the Licensor.


9 DISCLAIMER

All other guarantees, representations and warranties of any kind, whether express or implied, including, without limitation, the implied warranties of satisfactory quality, merchantability and fitness for a particular purpose or ability to achieve a particular result are hereby excluded, so far as such exclusion or disclaimer is permitted under the applicable law. You assume the entire risk as to the quality and performance of the Software. Should the Software prove defective, you (and not the Licensor nor any licensed reseller) assume the entire cost of all necessary servicing, repair or correction. The Licensor does not warrant that the Software will meet your requirements or that its operation will be uninterrupted or error free. This Licence Agreement does not affect your statutory rights.


10 LIMITATION OF LIABILITY

If the Software fails to conform to the warranties set out in clause 8.1 above you may, as your sole and exclusive remedy, obtain a replacement if you return the Software to the Licensor or to your supplier during the Warranty Period. If, during the Warranty Period, the Licensor is unable to deliver a replacement which is free of material defects, you may terminate this Licence Agreement by returning the Software to the Licensor or your supplier along with written proof that it has been uninstalled from the system and any money you paid for the Software will be refunded, along with the cost of postage and packing.


11 EXCLUSION OF LIABILITY

11.1 In no event shall the Licensor be liable to you for any damages, including loss of business, loss of opportunity, loss of data, loss of profits or for any other indirect or consequential loss or damage whatsoever arising out of the use of or inability to use the Software, or caused by the application of a patch or fix, or resulting from any action implied, suggested, recommended or advised by the Licensor or one of its representatives or distributors as part of support and maintenance, even if the Licensor has been made aware of the possibility of such damages.

11.2 Nothing in this Licence Agreement shall exclude or limit the liability of the Licensor for fraudulent misrepresentation resulting from the negligence of the Licensor.


12 TERMINATION

12.1 This Licence Agreement will terminate automatically if you breach of any of its terms or if you uninstall, delete and destroy the Software and any copies.

12.2 Upon termination all rights you have to use the Software will cease and you must uninstall, destroy or delete the Software and all copies from all storage media in your control.


13 SEVERABILITY

If any provision of this Licence Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Licence Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.


14 ENTIRE AGREEMENT

This Licence Agreement contains the entire Agreement between us relating to the subject matter and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to that subject matter.


15 GOVERNING LAW AND JURISDICTION

This agreement shall be governed by and construed in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales. No legal actions related to the use of this software may be brought in any court outside of England or Wales.



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