Jadu Ltd: Continuum EULA
This licence agreement (Licence) is a legal agreement between the licensee named above (Licensee or you) and Jadu Limited (company registration number 04643244) of Universe House, 1 Merus Court, Meridian Business Park, Leicester LE19 1RJ (Licensor, us or we) for the computer software described above and associated media (Software) and any printed materials and online or electronic documentation we provide to you in connection with the Software (Documentation).
The Software is licensed to you solely for use on the Solution Stack ticked above (or if no such stack is ticked, on the LAMP stack only).
We license use of the Software and Documentation to you on the basis of this Licence and for the duration and maximum number of concurrent users indicated above. We do not sell the Software or Documentation to you. We remain the owners of the Software and Documentation at all times.
1.Grant and Scope of Licence
1.1 In consideration of the payment of the licence fee indicated on the front sheet of this Licence (Licence Fee), the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence.
1.2 You may:
a) install and use the Software for your normal business purposes only;
b) provided you comply with the provisions in condition 2, make such copies of the Software as are reasonably necessary for back-up purposes;
c) receive and use any free supplementary software code or updates of the Software incorporating "patches", corrections of errors and upgrades as may be provided by the Licensor from time to time (all of which shall be issued subject to the terms of this Licence); and
d) use any Documentation in support of the use permitted under this condition 1.2 and make such copies of the Documentation as are reasonably necessary for its lawful use.
2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake:
a) not to copy the Software or Documentation 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;
b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation (but you may insert your own custom scripts in those directories of our installation structure as may be indicated by the Documentation);
c) not to 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;
d) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:
(i)is used only for the purpose of achieving inter-operability 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 or communicate it; and
(iii)is not used to create any software which is substantially similar to the Software;
e) not to examine the source code incorporated within the Software other than for the purposes of creating compatible or inter-operating software applications and not to copy or adapt such source code;
f) not to allow third parties other than your employees or sub-contractors to examine the source code incorporated within the Software (and such persons shall access the source code only to the extent provided for at clause 2(e) above);
g) 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;
h) to include our copyright notice on all entire and partial copies of the Software in any form and not to remove any such notices (including any copyright notices in any source code files);
i) not to remove the “Powered by Jadu” text and hyperlink that may be included in any forms or templates developed and supplied to you by us, our agents or authorised partners;
j) not to provide, or otherwise make available, the Documentation or Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person other than your employees without prior written consent from us; and
k)not to allow more users to access the Software concurrently than the maximum number of concurrent users indicated on the front sheet of this Licence (Maximum Concurrent Users).
2.2 We shall be entitled to monitor your usage of the Software (and at our request you shall provide us with all access necessary to carry out such monitoring) to determine whether you at any time exceed the Maximum Concurrent Users. If our monitoring reveals you have exceeded the Maximum Concurrent Users, we shall be entitled to recalculate the Licence Fee with reference to your actual usage and our published price list and you shall pay the shortfall within 5 working days of our demand.
2.3 You shall not without our written consent issue any written notice, press release or other publicity which in any way identifies us as a provider of software or services to you.
3. Intellectual Property Rights
3.1 You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to us or our licensors, that rights in the Software are licensed (not sold) to you, 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.
3.2 We warrant that we have the right to license the Software and Documentation to you on the terms of this Licence.
4. Limited Warranty
4.1 We warrant that:
a )the Software is tested in accordance with quality assurance procedures complying with the ISO 9000/2001 standard;
b) if we supply the Software to you on a DVD or other similar media, such media is (at the time it is supplied) free from defects in design, material and workmanship under normal use;
c) the Software will, when properly used on the solution stack indicated on the front sheet to this Licence, perform substantially in accordance with the functions described in the Documentation; and
d) the Documentation correctly describes the operation of the Software in all material respects,
for a period of 30 days from the date of installation of the Software (Warranty Period). If a defect in the DVD or other media occurs during the Warranty Period, we will replace it free of charge if you return it to us with (so far as you are able) a documented example of such defect or error.
4.2 If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Documentation, 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 us to recreate the defect or fault..
4.3 The warranty does not apply:
a) if the defect or fault in the Software results from you having amended the Software;
b) if the defect or fault in the Software results from you having used the Software in contravention of the terms of this Licence;
c) if the defect or fault in the Software arises only when the Software is used with unsupported browsers. For the avoidance of doubt, we support only the latest versions of the following browsers: Safari, Firefox, Chrome and Internet Explorer. We do not support the use of Safari for building forms or templates;
d) to any software created by you to inter-operate with the Software; or
e) to the ability of the Software to inter-operate with any third party software (whether produced by you or otherwise).
4.4 If you enter into a support agreement with us in respect of the Software, we may provide additional warranties under that agreement (including in relation to correcting errors in the Software) but any such provisions will be additional to and without prejudice to the terms of this Licence.
5. Limitation of liability
5.1 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 Documentation meet your requirements.
5.2 We only supply the Software and Documentation for use by your business or organisation, and you agree not to use the Software or Documentation for any re-sale purposes.
5.3 We accept no liability whatsoever for any costs incurred by you in rebuilding your forms or templates following the installation of any updated version of the Software. We will provide assistance with rebuilding such forms or templates at our professional rates and in accordance with our Professional Services Terms and Conditions (in both cases, as are in force from time to time and as set out on our website at jadu.net).
5.4 We shall not under any circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Licence for:
a) loss of profits, sales, business, or revenue;
b) business interruption;
c) loss of anticipated savings;
d) loss or corruption of data or information;
e) any losses (including in relation to any security breaches) arising in connection with any defects or malicious code present in any Third Party Libraries (meaning any components and libraries used by us within the Software which are developed and licensed by third parties);
f) loss of business opportunity, goodwill or reputation; or
g) any indirect or consequential loss or damage.
5.5 Other than the losses set out in condition 5.4 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the proportion of the Licence Fee attributable to the individual software product giving rise to the liability (as set out on the front sheet of this Licence). This maximum cap does not apply to condition 5.6.
5.6 Nothing in this Licence shall limit or exclude our liability for:
a)death or personal injury resulting from our negligence;
b)fraud or fraudulent misrepresentation; or
c)any other liability that cannot be excluded or limited by English law.
5.7 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documentation. 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 Documentation 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.
6.1 You acknowledge that we are not responsible for any of your content, data, files, documents or links (Licensee Materials) held within any system database used by the Software and you shall indemnify us and keep us indemnified against any claims, demands, actions or losses that we may suffer, sustain or incur arising in connection with the Licensee Materials.
6.2 You hereby agree to indemnify, defend and hold harmless us and our directors, officers, employees, agents, representatives from and against all demands, claims, actions, causes of action, assessments, losses, damages, liabilities, costs and expenses, including, without limitation, interest, penalties, legal fees and expenses that may be made against us as a direct or indirect result of, or in any way related to, any breach of your obligations or representations hereunder, any modifications to the Software or any use by you of the Software or Documentation.
7. Collection of browser usage data and statistics
7.1 You agree that, for our research and development purposes and to allow us to continually improve our quality and user experience, we may automatically collect and store the following browser-related information from you each time you or your authorised users access the Software:
a)technical information, including the Internet Protocol (IP) address of your computer, your login information including contact details, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform; and
b)other information about your use of the Software, including the modules of the Software that you have used and how you have used them, the date and time, page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs) and methods used to browse away from certain pages.
7.2 You agree that we may use the information collected pursuant to clause 7.1 in order to contact individual users with useful and relevant advice or information relating to the Software.
8. Term and Termination
8.1 Unless we terminate this Licence in accordance with condition 8.2 below, it will continue for the duration specified on the front sheet of this Licence. At the end of such period it will automatically terminate without notice to you.
8.2 We may terminate this Licence immediately by written notice to you if you or any of your authorised users commit a material or persistent breach of this Licence which is irremediable or (if such breach is remediable) you fail to remedy the breach within 14 days after the service of written notice requiring you to do so.
8.3 Upon termination or expiry for any reason:
a) all rights granted to you under this Licence shall cease;
b) you must cease all activities authorised by this Licence; and
c) you must immediately delete or remove the Software from the server on which it is installed and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
9. Communications between us
9.1 Any notice given by you to us, or by us to you, will be deemed received and properly served 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.
10. Other important terms
10.1 You may not transfer your rights and obligations under this Licence to another person, entity or organisation without our consent. We may transfer our rights and obligations under this Licence to any other person, entity or organisation.
10.2 This Licence and any document expressly referred to in it constitutes the entire agreement between you and us in relation to the licence of the Software and Documentation. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this Licence or any document expressly referred to in it.
10.3 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.
10.4 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.
10.5 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.