DOMINO
DOMINO
1. Licence
(1) In consideration of you agreeing to abide by the terms of
this Licence, we hereby grant to you a non-exclusive non-
transferable licence to use the Software and the Documents (on
the terms of this Licence and subject as follows:
(i) the Licensee assumes full responsibility for the
selection of the Software and Documents to achieve its intended
results, and for the installation, use, and results obtained from
the Software and Documents; and
(ii) the Licensee shall use the Software and Documents for
its own business purposes only.
(2) The Licensee shall not sub-licence any rights granted to
it under this Licence nor permit any third party to use the
Software and/or Documents or transfer, resell the Software,
Documents, or Licence key to another person without the written
permission of the Licensor.
(3) The License key for the Software limits the features of
the Software and the number of devices with which it can be
concurrently used.
(4) You undertake to supervise and control use of the
Software and Documents and ensure that the Software and Documents
are used by your employees in accordance with the terms of this
Licence.
(5) You undertake not to provide or otherwise make available
the Software 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.
(6) You undertake to comply with all applicable technology
control or export laws and regulations.
2. No warranty
(1) The Software comprises free of charge applications and is
therefore supplied from the Licensor without warranty.
(2) Support materials and future revisions will be released
at the sole discretion of the Licensor.
(3) All implied warranties are excluded to the maximum extent
permitted by law.
3. Proprietary Rights
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(1) You acknowledge that all intellectual property rights in
the Software and the Documents anywhere in the world belong to
us, that rights in the Software are licensed (not sold) to you,
and that you have no rights in, or to, the Software or the
Documents other than the right to use them in accordance with the
terms of this Licence. You acknowledge that you have no right to
have access to the Software in source code form.
(2) The Licensee shall notify the Licensor immediately if the
Licensee becomes aware of any unauthorised use of the whole or
any part of the Software and/or Documents by any person.
(3) The Licensee will permit the Licensor to check the use of
the Software and/or Documents by the Licensee at reasonable times
and for that purpose the Licensor's representatives shall be
entitled to enter any of the Licensee's premises (and accordingly
the Licensee hereby irrevocably licenses the Licensor, its
employees and agents to enter any such premises for such
purpose).
(4) The Licensor will have no liability for:
(i) any infringement arising from the combination of the
Software with other products; or
(ii) the modification of the Software.
5. Alterations
(1) The Licensee shall not alter, modify, reverse engineer,
reverse compile or reverse assemble the whole or any part of the
Software and/or Documents in any way whatsoever except to the
extent such actions cannot be prohibited by law and provided
information obtained by the Licensee during such activities:
-- (i) is used only for the purpose of achieving interoperability
of the Software with another software program;
-- (ii) is not disclosed or communicated without the Licensor's
prior written consent to any third party to whom it is not
necessary to disclose such information; and
-- (iii) is not used to create any software which is
substantially similar to the Software.
6. Limitation of Liability
(1) IN NO EVENT SHALL THE LICENSOR BE LIABLE TO THE LICENSEE
OR ANY THIRD PARTY IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL,
PUNITIVE, EXEMPLARY OR SIMILAR DAMAGES, INCLUDING WITHOUT
LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION OR OTHER ECONOMIC LOSS ARISING FROM THE USE OF OR THE
INABILITY TO USE THE SOFTWARE OR THE DOCUMENTATION, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT
OF THE FAILURE OF ANY EXCLUSIVE REMEDY. Without limiting the
foregoing, the collective maximum aggregate liability of the
Licensor to the Licensee or to any person claiming rights through
the Licensee or to any third party in respect of any and all
claims arising from or related to this Licence, in contract,
tort, statutory duty or otherwise, will be £5000. Nothing in
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this clause 6 shall limit or exclude the liability of the
Licensor for death or personal injury caused by its negligence,
nor for fraudulent misrepresentation, nor for any other liability
that cannot be excluded or limited by English law.
(2) This Licence sets out the full extent of the Licensor's
obligations and liabilities in respect of the supply of the
Software 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 Software 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.
7. Termination
(1) Without affecting any other right or remedy available to
us, the Licensor may terminate this Licence immediately if the
Licensee commits any material breach of any term of this Licence.
(2) Any provision of this agreement that expressly or by
implication is intended to come into or continue in force on or
after termination or expiry of this Licence shall remain in full
force and effect notwithstanding such termination or expiry.
(3) On termination for any reason:
(a) all rights granted to you under this Licence shall
cease;
(b) you must immediately cease all activities authorised by
this Licence; and
(c)you must immediately and permanently delete or remove
the Software from all computer equipment in your possession, and
immediately destroy or return to us (at our option) all copies of
the Software and Documents then in your possession, custody or
control and, in the case of destruction, certify to us that you
have done so
8. Communications between us
(1) We may update the terms of this Licence at any time on notice
to you in accordance with this clause 8. Your continued use of
the Software and Documents following the deemed receipt and
service of the notice under sub-clause (2) below 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 Software and
Documents on the deemed receipt and service of the notice.
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email was sent to the email address of the recipient given for
these purposes.
10 Transfer
(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.
(2) You may only transfer your rights or your obligations under
this Licence to another person if we agree in writing
13. Waiver
The failure by the Licensor to enforce at any time any one or
more of the terms and conditions of this Licence shall not be a
waiver of those terms or conditions or of the right at any time
subsequently to enforce the terms and conditions of this Licence.
15. Law
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.
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contemporaneous communications, oral or written, relating to
Domino products.