This licence agreement (Licence) is a legal agreement between you (Licensee or you) and DATA JAR LTD (company number 08750679) (Licensor, us or we) for:
any software product which we supply to you which is not subject to any other licence (Product); and
any associated electronic documents (Documents).
We license use of the Product and Documents to you on the basis of this Licence. We do not sell the Product or Documents to you. We remain the owners of the Product and Documents at all times.
IMPORTANT NOTICE TO ALL USERS:
BY ACCESSING AND USING THE PRODUCT AND DOCUMENTS YOU CONFIRM THAT YOU ACCEPT THE TERMS OF THIS LICENCE AND THAT YOU AGREE TO COMPLY WITH THEM.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY STOP USING THE PRODUCT AND DOCUMENTS.
WE RECOMMEND THAT YOU RETAIN A COPY OF THESE TERMS FOR FUTURE REFERENCE.
1. Grant and Scope of Licence
1.1. In consideration of payment by you of the agreed licence fee and you agreeing to abide by the terms of this Licence, we grant to you a non-exclusive, non-transferable licence to use the Product and the Documents on the terms of this Licence.
1.2. You may only use the Product and Documents for your internal organisational purposes and in accordance with any user and device restrictions we communicate to you.
2.1. Except as expressly set out in this Licence or as permitted by any local law, you undertake:
2.1.1. not to copy the Product or Documents except where such copying is incidental to normal use of the Product, or where it is necessary for the purpose of back-up or operational security;
2.1.2. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Product or Documents without our prior written consent;
2.1.3. not to make alterations to, or modifications of, the whole or any part of the Product, nor permit the Product or any part of it to be combined with, or become incorporated in, any other programs without our prior written consent;
2.1.4. not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Product nor attempt to do any such thing without our prior written consent except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving interoperability of the Product with another software program, and provided that the information obtained by you during such activities:
(a) is used only for the purpose of achieving interoperability of the Product with another software program; and
(b) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
(c) is not used to create any software which is substantially similar to the Product;
2.1.5. to keep all copies of the Product secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Product;
2.1.6. to supervise and control use of the Product and ensure that the Product is used by your employees and representatives in accordance with the terms of this Licence;
2.1.7. to include our copyright notice on all entire and partial copies you make of the Product on any medium;
2.1.8. not to provide or otherwise make available the Product in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than your employees without prior written consent from us; and
2.1.9. to comply with all applicable technology control or export laws and regulations.
3. Intellectual Property Rights
3.1. You acknowledge that all intellectual property rights in the Product and the Documents anywhere in the world belong to us, that rights in the Product are licensed (not sold) to you, and that you have no rights in, or to, the Product or the Documents other than the right to use them in accordance with the terms of this Licence.
3.2. You acknowledge that you have no right to have access to the Product in source code form.
4.1. The Product and Documentation are provided by us on an “as is” basis and no warranties are given in relation to the Product or Documentation.
5. Limitation of Liability
5.1. You acknowledge that the Product has not been developed to meet your organisational requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Product as described in the Documents meet your requirements.
5.2. We only supply the Product and Documents for internal use by your business, and you agree not to use the Product or Documents for any resale purposes.
5.3. We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for any losses, direct or indirect, including but not limited to:
5.3.1. loss of profits, sales, business, or revenue;
5.3.2. business interruption;
5.3.3. loss of anticipated savings;
5.3.4. loss or corruption of data or information;
5.3.5. loss of business opportunity, goodwill or reputation;
5.3.6. any other direct, special, indirect or consequential loss, damage, charges or expenses.
5.4. Nothing in this Licence shall limit or exclude our liability for:
5.4.1. death or personal injury resulting from our negligence;
5.4.2. fraud or fraudulent misrepresentation;
5.4.3. any other liability that cannot be excluded or limited by English law.
5.5. This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Product and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Product and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
6.1. We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
6.2. On termination for any reason:
6.2.1. all rights granted to you under this Licence shall cease;
6.2.2. you must immediately cease all activities authorised by this Licence; and
6.2.3. you must immediately and permanently delete or remove the Product from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Product and Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
7. Communications Between Us
7.1. We may update the terms of this Licence at any time on notice to you in accordance with this condition 7. Your continued use of the Product and Documents following the deemed receipt and service of the notice under condition 7.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Product and Document on the deemed receipt and service of the notice.
7.2. If we have to contact you, we will do so by email or by post to the address you provided in accordance with your order for the Product.
7.3. Note that any notice:
7.3.1. given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and
7.3.2. given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.
7.4. In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.
8. How We May Use Your Personal Information
Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Product and the Documents and for what purposes and those individuals' rights in relation to their personal data and how to exercise them. This information is provided in https://datajar.co.uk/privacy-policy/ and it is important that you read that information.
9.1. We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
9.2. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
9.3. This Licence and any document expressly referred to in it constitutes the entire agreement between us in relation to the matters dealt with in this Licence and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it.
9.4. If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing signed by us, and that will not mean that we will automatically waive any later default by you.
9.5. Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
9.6. This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.
