END USER LICENCE AGREEMENT
Effective Date: 30 June 2010
This licence agreement ("Licence") is a legal agreement between you and Picsel UK Limited ("Picsel/we/us/our") for this Picsel Smart Office software product ("Software"), which includes mobile device software, the data supplied with it, and electronic documentation ("Documentation"). Picsel reserves the right to update and change, from time to time, these terms. The most recent version of these terms can be found at http://www.picsel.com/legal/PSO-EULA Pleas.e note that these terms of this Licence apply as of the Effective Date.
BY PROCEEDING TO USE THIS SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENCE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE ARE UNWILLING TO LICENCE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE DOWNLOADING OR USING IT.
1. Grant and Scope of Licence
In consideration of the licence fee you are granted a non-exclusive, non-transferable licence to use the Software on a single mobile device under your control on the terms of this Licence and to use any Documentation in support of this use.
2. Conditions of Use
You may not:
- use the Software or any other part thereof on a device of a type, category or for an additional number of users other than that for which the Licence was granted;
- make copies of the Software user manual or any Documentation;
- loan distribute, rent, assign, sub-licence, transfer or otherwise provide, electronically or otherwise, the Software or any copy or part of it to anyone else or make the Software available for use by others in any time sharing, service bureau or similar arrangement or otherwise;
- remove any copyright notice, trade mark, legend, logo or product identification of the Software or the backup copy;
- make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs; or
- reverse engineer, disassemble, reverse translate, or in any way decode the Software or any copy or part of it in order to derive any source code, save only as is permitted by any applicable law.
You acknowledge and agree that all copyrights and other intellectual property rights in the Software and Documentation is owned by, or validly licensed to, Picsel and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this Licence.
WARNING: The Software source code and the valuable trade secrets contained in it are not licensed to you under this Licence.
This Licence becomes effective when you download the Software, or use the Software on the device. The Licence (and all rights granted to you under it) shall terminate automatically if you are in breach of or fail to comply with any term or condition in it. Upon such termination you must cease all activities authorised by this Licence and immediately destroy all copies of the Software, completely purge the Software from any device or system, and certify to us that they have been so destroyed. Upon such termination you will not be entitled to any refund of any monies or other consideration paid by you and you relinquish all rights granted to you under this Licence.
Picsel warrants that:
You acknowledge that:
- for a period of 90 days from the date of installation ("Warranty Period") the Software will, when properly used, perform substantially in accordance with the functions described in the Documentation (provided that the Software is properly used on the mobile device and with the operating system for which it was designed as referred to in the accompanying Documentation), and that the Documentation correctly describes the operation of the Software in all material respects; and
- it has tested the Software for viruses using commercially available virus-checking software, consistent with current industry practice.
- the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.
- You acknowledge that the Software may not be free of bugs or errors, and agree that the existence of minor errors shall not constitute a breach of this Licence.
If, within the Warranty Period, you notify us in writing of any defect or fault in the Software in consequence of which it fails to perform substantially in accordance with the Documentation, and such defect or fault does not result from you having amended the Software or used it in contravention of the terms of this Licence, we will, at our sole option, either repair or replace the Software, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable the us to recreate the defect or fault.
Nothing in this Licence shall limit or exclude the liability of either party for death or personal injury resulting from negligence, fraud, or fraudulent misrepresentation.
Subject to the preceding condition we shall have no liability for losses suffered by you arising out of or in connection with this Licence, whether arising in contract, tort (including negligence), misrepresentation or otherwise, which relate to:
- loss of income;
- loss of business profits or contracts;
- loss of opportunity, goodwill or reputation;
- loss of the use of money or anticipated savings;
- loss of, damage to or corruption of data; or
- for any indirect or consequential loss or damage of any kind howsoever arising,
provided that this condition shall not prevent claims for loss of or damage to your tangible property that fall within the terms of condition 4 (Warranty).
Subject to the preceding terms of this condition 5, our maximum aggregate liability under, or in connection with, this Licence shall be limited to a sum equal to 100% of the licence fee paid for the Software.
This Licence sets out the full extent of Picsel's obligations and liabilities in respect of the supply of the Software and Documentation. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on Picsel except as specifically stated in this Licence. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
You shall indemnify Picsel against all claims by third parties arising from your breach of the terms of this Licence.
By your use of the Software you acknowledge that you have read this Licence, agree to be bound by its terms and conditions and agree that it is the complete and exclusive statement of the Licence between you and Picsel which supersedes any other previous proposal or agreement, whether oral or written, relating to the subject matter of this Licence.
Either party's failure or delay in enforcing any provision hereof will not waive that party's rights.
You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without Picsel's prior written consent.
If any provision of this Licence is found invalid or unenforceable pursuant to any judicial decree or otherwise, the remainder of this Licence shall remain valid and enforceable according to its terms.
This Licence is governed by and interpreted in accordance with the laws of England and you agree to submit to the non-exclusive jurisdiction of the English courts.