The terms set forth below constitute an agreement between you (“User”) and Technology from Sage, a company incorporated in England and Wales having its registered office 1 Oliver's Yard, 55 City Road, London, EC1Y 1SP (“TfS”) in connection with the user rights to be granted to you in the TfS software (“the Software”) installed or to be installed in or on your device for which the Software was intended (the “Device”). Your acceptance of the terms of this TfS Download Agreement (the “Agreement”) and/or your installation and/or use of the Software shall be deemed as your acceptance of all of the terms, representations and undertakings set forth in this Agreement, without any qualification or exception.
- This Agreement shall begin on the date hereof and continue for the period (“the Term”) until the Software is deleted from the Device.
- Subject to the Users fulfilment of all conditions of this Agreement User is hereby granted a personal, non-assignable, revocable, non-exclusive right to use the Software during the Term, on the Device, all in accordance with the terms of this Agreement (the 'License').
- TfS warrants that (a) the use and operation of the Software will not infringe the legal rights of any third party and (b) TfS is fully entitled to grant the User the licenses as described in this agreement. TfS shall indemnify User against any loss, damage or expense that User incurs, suffers or becomes liable for as a result of the possession or use by User of the Software infringing the intellectual property rights of a third party
- The User hereby declares and undertakes in connection with the License granted to User hereunder:
- Not to copy, duplicate, transmit, present, execute, produce, publish, grant a license or sublicense, create derivative works, transfer, sell, develop, modify, reengineer, decompile or make any other use of the Software or any part thereof that is not specifically permitted under this Agreement, either directly or indirectly and/or with the assistance of any third party, nor permit any of the foregoing.
- Not to remove from the Software, erase or alter any trade name or trademark or other name or insignia of TfS and/or any third party or permit others to do any of the foregoing.
- That this Agreement does not constitute a grant, license, permission or any other right to the source code and/or machine-readable code of the Software.
- The User is granted the right to use the single copy of the Software that is installed in the Device.
- The User acknowledges that the License in the Software and the data presented by it is granted without any responsibility or liability, in their current condition (AS IS) and without TfS having made or being required to make any representation, warranty or undertaking in connection with the Software , its method of use or function, its purpose, goals or results of operation or use.
- The User acknowledges and agrees that all proprietary and other rights in the Software and/or any part thereof belong exclusively to TfS and/or companies associated with it and/or parties that have granted TfS rights therein (by way of license or otherwise) and that this Agreement does not constitute a grant of any rights in the Software or the Software except the rights specifically granted herein and subject to the terms hereof.
- Save for liability for death or personal injury caused by the negligence of TfS, its employees or agents to the fullest extent permitted under applicable law TfS will not be responsible for; (a) any damage, failure, loss cost claim or expense, including legal fees and court costs ("Damage") as a result of change in hardware and/or the Device and/or operating programs and/or as a result of combining the Software with other software (including other versions) that are not suitable to run with the Software and/or incorrect use of the Software and/or not in accordance with TfS's instructions and/or any other change in the Software that has not been made by TfS or on TfSs behalf; or (b) any direct, indirect or consequential Damage including without limitation loss of profits, income, information or data suffered by the User and/or anyone on their behalf and/or to any other third party in connection with or as a result of the installation of the Software, using such or the incapability of using such, the way the Software performs, the information presented by it or mistakes made in the performance by the Software, whether based on contractual liability of tortious liability or otherwise.
- In any event and notwithstanding the generality of the foregoing, save for liability for death or personal injury caused by the negligence of TfS, its employees of agents TfS's total liability under this Agreement is limited to the amount of the consideration actually paid to TfS by the User hereunder or £100 (whichever is the higher of the two) and the User hereby releases TfS totally and irrevocably from the obligation to pay damages or compensation in any higher amount than that stated above.
- The User acknowledges that the Software will be subjected to occasional upgrades by or on behalf of TfS including via the network to which the Device is registered and without any prior notice to the User and the User hereby gives its irrevocable consent to install any such upgrade as mentioned above on the Device. TfS shall have no liability for the use of the Software on the Device in the event that the User or the Users Device refuses or prevents the installation of an upgrade to the Software until such upgrade is installed. The above does not obligate TfS to upgrade the Software other than as specifically stipulated in this Agreement.
- TfS reserves the right in its sole discretion to terminate this Agreement in the event of a violation of the terms of this Agreement by the User.
- All interpretations of this Agreement shall be made according to the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
- Any claims or demand made or to be made by the User arising from this Agreement must be made within 6 months of the date on which the user became aware of such claim or demand or within 6 months following the end of this Agreement, whichever is the earlier.
- TfS’s failure to perform any term or condition of this Agreement as a result of conditions beyond its control such as, but not limited to, war, strikes, floods, governmental restrictions, power failures, or damage or destruction of any network facilities or services, shall not be deemed a breach of this Agreement.
- User may not assign, sub-license or otherwise transfer any of the rights granted to User hereunder.
- Unless the context otherwise requires words denoting the singular shall include the plural and vice versa and words denoting any one gender shall include all genders and words denoting persons shall include bodies corporate unincorporated associations and partnerships.
- If any of the provisions or portions thereof, contained in these terms and conditions are or become invalid under any applicable statute or rule of law, they are to that extent to be omitted and shall be replaced with a valid provisions with the same economic result and all other remaining provisions shall remain in full force and effect.