Terms & Conditions
PLEASE READ CAREFULLY BEFORE USING ANY SOFTWARE ACCESSIBLE FROM THIS WEBSITE. PLEASE NOTE THAT THE SOFTWARE IS FOR USE BY BUSINESS CUSTOMERS ONLY AND NOT BY CONSUMERS:
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and ONE RED KITE LIMITED of 11 South Hawkesworth Street Ilkley West Yorkshire LS29 2EF (Licensor, us or we) for:
List My Brand (Software); and
electronic documents relating to the Software (Documents).
We licence use of the Software and Document to you on the basis of this Licence. We do not sell the Software or Documents to you. We remain the owners of the Software and Documents at all times.
IMPORTANT NOTICE TO ALL USERS:
BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION .
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENSE THE SOFTWARE AND DOCUMENTS TO YOU AND YOU MUST DISCONTINUE ITS USE. IN THIS CASE THE ORDERING PROCESS WILL TERMINATE.
You should print a copy of this Licence for future reference.
- GRANT AND SCOPE OF LICENCE
- 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.
- You may:
- and use the Software for or your internal business purposes only:
- use any Documents in support of the use permitted under this condition.
- Except as expressly set out in this Licence or as permitted by any
local law, you undertake:
- not to copy the Software or Documents except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
- not to sub-license, adapt, vary or modify the Software or Documents;
- to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence;
- 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.
- Except as expressly set out in this Licence or as permitted by any local law, you undertake:
- INTELLECTUAL PROPERTY RIGHTS
- 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 or in unlocked coding or with comments.
- LIMITATION OF LIABILITY
- You acknowledge that 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 Documents meet your requirements.
- We only supply the Software and Documents for internal use by your business, and you agree not to use the Software or Documents for any re-sale purposes.
- We shall not under 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:
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss or corruption of data or information;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
- Nothing in this Licence shall limit or exclude our liability for:
- death or personal injury resulting from our negligence;
- fraud or fraudulent misrepresentation;
- any other liability that cannot be excluded or limited by English law.
- THIS LICENCE SETS OUT THE FULL EXTENT OF OUR 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.
- We may terminate this Licence immediately by 30 days written notice to you, or otherwise 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.
- Upon termination for any reason:
- all rights granted to you under this Licence shall cease;
- you must immediately cease all activities authorised by this Licence.
- COMMUNICATIONS BETWEEN US
- Any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
- EVENTS OUTSIDE OUR CONTROL
- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 1.14.
- An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
- If an Event Outside Our Control takes place that affects the
performance of our obligations under this Licence:
- our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
- we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.
- OTHER IMPORTANT TERMS
- 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.
- You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
- This Licence constitutes the entire agreement between us 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. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this in this Licence [or any document expressly referred to in it.
- 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, and that will not mean that we will automatically waive any later default by you.
- 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.
- 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.