IMPORTANT - - PLEASE READ CAREFULLY BEFORE USING THE SOFTWARE PACKAGE
Definitions:
THE PARTIES
"Customer" means the person and/or organisation who has purchased the
product(s). "CEC Systems " means CEC Systems the Company that is registered at 190 Morrison Street, Edinburgh EH3 8EB U.K. and invoices the Customer .
"Software" means the program I.T.S. Ver 1.1 Internet Trading Systems
1.0 AGREEMENT
BY BREAKING THE SEAL OR OTHERWISE OPENING THE PACKAGE OR ACCESSING OR DOWNLOADING THE PRODUCT(S), THE CUSTOMER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
2.0 USER LICENCE
This Agreement constitutes a non-exclusive, non-transferable licence to use the product, the accompanying software including the documentation (collectively, the "Software"),and the materials Floppy disk or Internet Download File (collectively, the "Materials"). The Software and the Materials are the property of CEC Systems and are protected by copyright laws and by international treaties.
3.0 LICENCE OF RIGHTS
Subject to the restrictions contained in Article 5 below, the Customer is hereby granted a non-exclusive licence to use the software.
Any rights not expressly granted in this licence are reserved to
CEC Systems
4.0 RESTRICTIONS
4.1 General Restrictions applicable to all Licencees.
The Software is developed so as to be used by a single user on a single standalone computer.
The Customer may not:
a) decompile or reverse engineer the Software.
b) sell, distribute or commercially exploit the Software
c) transfer, assign or sub licence this licence.
d) use the software to promote or sell materials or services which violate the the basic human rights of any person
5.0. SECURITY; AUDIT
The Customer shall take reasonable action to restrict and control all use of the items licenced hereunder, to enforce the restrictions contained in Article 5, and to prevent access except to those who by the terms of this Agreement are permitted to use the licenced items. The Customer hereby grants CEC Systems the right to audit, during regular business hours, use of the Software to ensure compliance with this Agreement.
6.0 CARRIAGE
The Customer's licence fee does not include VAT and postage or shipping and handling charges.
7.0. CUSTOMER SUPPORT
Any telephone or written assistance that CEC Systems may provide to the Customer is provided at the sole risk of the Customer.
8.0. LIMITATION OF WARRANTIES AND LIABILITY
CEC Systems warrants that any dowload file, disc or diskette licenced hereunder is free from defects in materials and workmanship under normal use. CEC Systems will replace defective discs free of charge upon their return to CEC Systems CEC Systems warrant and represent that they have the right to enter into this Agreement and to deliver "as is" the Software, and the Materials.
THESE WARRANTIES ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MARKETABILITY OR WARRANTIES OF SUITABILITY FOR A PARTICULAR PURPOSE, ALL OF WHICH CEC SYSTEMS DISCLAIM. ALL LIABILITY IS DISCLAIMED FOR THE ACCURACY, COMPLETENESS OR FUNCTIONING THEREOF. CEC SYSTEMS ASSUME NO RESPONSIBILITY FOR THE CUSTOMER'S USE THEREOF AND CEC SYSTEMS SHALL NOT BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, OR INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES AS A RESULT OF SUCH USE, EVEN IF MADE EXPRESSLY AWARE OF THE POSSIBILITY THEREOF. IN NO EVENT MAY A CUSTOMER BRING ANY ACTION AGAINST CEC SYSTEMS ARISING OUT OF THIS AGREEMENT MORE THAN ONE YEAR AFTER THE PURCHASE OF THE MATERIALS WITHOUT REGARD TO WHEN THE CUSTOMER LEARNED OF THE ALLEGED DEFECT, INJURY, OR LOSS. CEC SYSTEMS SHALL IN ANY EVENT NOT BE LIABLE FOR MORE THAN THE LICENCE FEE PAID (WHETHER SUCH LIABILITY ARISES FROM BREACH OF WARRANTY, BREACH OF THIS CONTRACT OR OTHERWISE, INCLUDING NEGLIGENCE AND STRICT LIABILITY). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO EACH CUSTOMER.
9.0 INDEMNIFICATION
Excluding claims arising out of or relating to the violation by CEC Systems or of any third party copyright, trade secrets, or trademark, the Customer agrees to indemnify CEC Systems hold them indemnify from and against any and all claims of customers, users, or other third parties arising out of or related to the use of the licenced materials, regardless of whether such claims were foreseeable by CEC Systems
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10 TERMINATION
If the Customer breaches the term(s) of this Agreement, CEC Systems may, in addition to its other legal rights and remedies, terminate the licence granted hereunder on 7 days' notice to Customer. Any termination, whether or not pursuant to this Article 13, will not affect any obligation or liability of a party arising prior to termination, and the provisions of Articles 11 and 12 hereof will survive any termination.
11.0 FORCE MAJEURE
CEC Systems will not be responsible for any delay or failure in performance resulting from any cause beyond their control.
12.0. PROHIBITION OF ASSIGNMENT
This Agreement may not be transferred by the Customer by assignment, sub licence, or otherwise.
13.0 APPLICABLE LAW
This Agreement will be governed by and construed in accordance with the laws of Scotland without giving effect to the principles of conflict of laws thereof, and to the extent permitted by applicable law, the Customer consents to the jurisdiction of courts situated in Scotland in any action arising under this Agreement.
14.0. ENTIRE UNDERSTANDING
This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof. Without limiting the generality of the foregoing, it is expressly agreed that the terms of any prior Customer purchase order shall be subject to the terms hereof and that any acceptance of a purchase order by CEC Systems shall be for acknowledgement purposes only and none of the terms set forth in the purchase order will be binding upon CEC Systems . In entering into this Agreement the Customer has not relied on any representation, promise, warranty, covenant or undertaking not expressly set forth herein, and in no event shall any such communication be deemed a part of the Agreement or otherwise legally effective.
15.0. SEVERABILITY
If a term or condition of this Agreement is invalid or unenforceable, the remaining terms and conditions hereof shall remain in full force and effect, and shall be enforceable to the maximum extent permitted by law.
