DBSL End User License Agreement
The copyright and other intellectual property rights in this [insert name of software] software (“Software”) and any documentation provided to you (whether electronic or printed) which accompanies the Software are owned by Digital Barriers Services Limited, a company registered in England and Wales with company number 06883884 whose registered office is at Milton Gate, 60 Chiswell Street, London, EC1Y 4AG (the “Licensor”). This Software is licensed and not sold. Please read through the following licence conditions carefully.
By accepting this agreement electronically in any other way, or by running, installing, downloading or otherwise using the Software or accompanying documentation, you (an individual or legal entity) agree to be bound by the terms of this end user licence agreement (“License Agreement”) and you warrant that you are the authorised user of the Software.
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, PLEASE DO NOT RUN, INSTALL, DOWNLOAD, COPY OR OTHERWISE USE THE SOFTWARE OR ACCOMPANYING DOCUMENTATION.
1.1. In consideration of the payment of the licence fee, the Licensor hereby grants to you a non-exclusive, non-transferable, revocable, personal licence (without the right to sub-licence) to use during the term of this Licence Agreement:
1.1.1. The Software (in object code only) supplied to you by the Licensor for your internal use only which may be accessed by the number of users for which you have paid the Licensor (“Users”); and
1.1.2. All associated documentation including any operating manuals, user instructions, technical literature and other related materials in eye readable form supplied by the Licensor to you to aid the use of the Software in accordance with this Licence Agreement (the “Documentation”).
1.2. Subject to the payment of additional fees in accordance with clause 3.3, the Licensor agrees that it will at your request increase the number of Users permitted to access the Software under the licence granted under clause 1.1.
1.3. You shall not reverse engineer, decompile or otherwise endeavour (in whole or in part) to obtain the source code to the Software save to the extent that you cannot be prohibited from so doing under applicable law.
1.4. The licence granted under clause 1.1 entitles you to make such copies of the Software as is absolutely necessary for your operational security and authorised use (including without limitation for archive and backup purposes). Such copies and the media on which they are stored shall be property of the Licensor. The licence granted under clause 1.1 shall apply to all such copies as it applies to the Software.
1.5. You shall not permit any third party to use the Software nor use the Software on behalf of or for the benefit of any third party in any way whatsoever (including, without limitation, using the Software for the purpose of operating a managed service).
1.6. You shall not use or otherwise export or re-export the Software except as authorised by the laws of England and Wales and the laws of the jurisdiction(s) in which the Software was obtained.
2.1 Installation of the Software shall be your responsibility and you shall be responsible for ensuring appropriate installation site conditions.
3. Price and payment
3.1. You must have paid the Licensor the applicable fees specified by the Licensor in respect of the licence granted under this Licence Agreement.
3.2. Where payment of the fees or any part thereof is not made on a due date (and there is no default on the part of the Licensor) then the Licensor, without prejudice to its other rights or remedies, shall be entitled at its sole discretion to withhold further provision of any of the Software or associated software maintenance services until such time as the outstanding payment is made.
3.3. You agree to pay the Licensor further fees in respect of any additional Users permitted to access the Software pursuant to clause
4.1. The Licensor warrants that:
4.1.1. it has full authority to licence the Software and the Documentation to you; and
4.1.2. for a period of twelve (12) months after the date on which you accept this Licence Agreement the Software will perform in all material respects in accordance with the functional specification published for the relevant release of the Software.
4.2. The Licensor does not warrant or represent that:
4.2.1. the operation of the Software will be uninterrupted or error free;
4.2.2. the Software is compatible with third party computer programs;
4.2.3. the Software is compatible on all third party hardware configurations; or
4.2.4. the Software is suitable for your needs.
4.3. The warranties set out in clause 4.1 shall not apply to defects or failures which arise in whole or in part from your failure to meet your obligations under this Licence Agreement, accident, neglect or misuse of the Software, failure of electrical power or circuitry, unusual stress or storage, transportation, handling or repairing by you or operation of the Software by your employees, unless such defects or failures are as a direct consequence of directions given to you during training supplied by the Licensor.
4.4. The warranties set out in clause 4.1 are the only warranties given under this Licence Agreement. All other express or implied warranties, terms, conditions and representations in relation to the Software or the Documentation are, to the fullest extent permitted by law, excluded from this Agreement, including those concerning satisfactory quality or fitness for purpose.
4.5. You will give notice to the Licensor as soon as you are reasonably able upon becoming aware of a breach of any of the warranties set out in clause 4.1. The Licensor’s sole liability and obligation in relation to a breach of warranty under clause 4.1 shall be to remedy, repair or replace the Software (or the failing parts thereof).
5.1. Nothing in this Licence Agreement shall exclude or limit the Licensor’s liability in respect of death or personal injury caused by negligence, fraud (including fraudulent misrepresentation) or any other liability which cannot by law be limited of excluded.
5.2. Subject to clause 5.1, the Licensor shall not be liable to you for loss (whether direct or indirect) of profits, business, anticipated savings, corruption of data, goodwill or for any indirect or consequential loss or damage whatsoever and whether arising in tort (including negligence), breach of contract or howsoever.
5.3. Subject to clause 5.1, in no event shall the aggregate liability of the Licensor in contract, tort (including negligence) to you in connection with the Licence Agreement exceed the fee paid by you for the Software.
6. Intellectual Property Rights
6.1. All intellectual property rights in the Software and the Documentation vest with the Licensor or its third party licensors. You acknowledge that any intellectual property rights used or embodied in or in connection with the Software and the Documentation shall remain the exclusive property of Licensor, and that, except for the limited rights expressly granted under this Licence Agreement, no intellectual property rights in the Software or the Documentation shall pass or otherwise vest in you.
6.2. In making authorised copies of the Software pursuant to clause 1.4, you will ensure that all copyright and proprietary notices contained on the original version of the Software also appear on all copies made. You will keep a written record of the whereabouts of copies made and will allow the Licensor from time to time to verify the same.
6.3. You shall promptly report to the Licensor any known or suspected unauthorised use of the Software and/or the Documentation.
6.4. The Licensor shall indemnify you against any claim that the normal use or possession of the Software in accordance with this Licence Agreement infringes the intellectual property rights of any third party provided that the Licensor is given immediate and complete control of such claim, that you do not prejudice the Licensor’s defence of such claim, that you give the Licensor all reasonable assistance with such claim and that the claim does not arise as a result of the use of the Software in combination with any equipment or programs not supplied or approved by the Licensor. The Licensor shall have the right to replace or change all or any part of the Software in order to avoid any infringement. The foregoing states the entire liability of the Licensor to you in respect of the infringement of the intellectual property rights of any third party.
Except with the consent of the disclosing party or as required by law, a court order or by any relevant regulatory or government authority or to the extent that information has come into the public domain through no fault of the receiving party, each party shall treat as strictly confidential all commercial and technical information relating to the other party received or obtained as a result of entering into or performing this Licence Agreement including but not limited to the Software, the Documentation and any information which relates to the provisions or subject matter of this Licence Agreement, to any other party or to the negotiations of this Licence Agreement.
8. Force Majeure
Neither party shall be deemed to be in breach of this Licence Agreement, or otherwise liable to the other, by reason of any delay in performance or non-performance of any of its obligations under this Licence Agreement to the extent that such delay or non-performance is due to any circumstances beyond that party’s reasonable control.
9.1. Without prejudice to any other rights or remedies, the Licensor may, by written notice to you, terminate this Licence Agreement with immediate effect if you fail to comply with any of the terms or conditions of this Licence Agreement.
9.2. Upon termination of this Licence Agreement you shall immediately delete or remove the Software from all computer equipment, storage media and all other files in your possession and certify to the Licensor that all copies of the Software and Documentation have been destroyed.
All notices given by you to the Licensor must be given in writing to the address set out at the top of this Licence Agreement. The Licensor may give notice to you at either the e-mail or postal address you provided to it (or its representative) when purchasing the Software. Either party may, by a notice given in accordance with this clause, change its address for the purposes of this clause. A notice shall be deemed to have been served at the time of delivery if delivered personally, or 2 Business Days after posting in the case of an address in the United Kingdom and 5 Business Days after posting for any other address
10.2. Assignment and subcontracting
You may not assign, transfer, charge or otherwise encumber, declare a trust over or deal with in any other manner this Licence Agreement or any right, benefit or interest under it, or subcontract any of its obligations under it, without the prior written consent of the Licensor.
10.3. Cumulative remedies
Save as expressly provided in this Licence Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
10.4. Exclusion of third party rights
Unless expressly provided in this Licence Agreement, no term of this Licence Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
10.5.1. If any court or competent authority finds that any provision of this Licence Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision (or part) shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Licence Agreement shall not be affected.
10.5.2. If any invalid, unenforceable or illegal provision of this Licence Agreement would be valid, enforceable and legal if some part of it were deleted, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.
No failure or delay by a party to enforce or exercise any right or remedy under this Licence Agreement or by law shall be deemed to be a waiver of that or any other right or remedy, nor shall it operate so as to bar the enforcement or exercise of that or any other right or remedy at any time subsequently. Any waiver of any breach of this Licence Agreement shall not be deemed to be a waiver of any subsequent breach.
10.7. Entire agreement
This Licence Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Licence Agreement and supersedes any prior agreements, representations, understandings or arrangements between the parties (oral or written) in relation to such subject matter. Each party acknowledges that upon entering into this Licence Agreement, it does not rely, and has not relied, upon any representation (whether negligent or innocent), statement or warranty made or agreed to by any person (whether a party to this Agreement or not) except those expressly set out in this Licence Agreement; and the only remedy available in respect of any misrepresentation or untrue statement made to it shall be a claim for breach of contract under this Licence Agreement.
10.8. Governing law and jurisdiction
10.8.1. This Licence Agreement and any dispute or claim (whether contractual or non-contractual) arising out of or in connection with it, its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
10.8.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with this Licence Agreement, its subject matter or formation.