censura license agreement
1. ACCEPTANCE
The software which you are about to install (“the Software”) is provided to you on the following basis.
To protect your own interests, please read these Software licensing terms carefully. Once you have read them and if you wish to proceed, then you may install the Software by selecting “install” below. We must draw to your attention that our employees, representatives and dealers are not authorised to make any representation concerning the Software and you are advised to ask for written confirmation of representations. If you do not agree with the terms of this licence, do not install, access or use the Software. Instead, you should notify us that you do not wish to install the Software for a full refund.
2. LICENCE
In consideration of payment of the licence and support fees under clause 3 below, we licence you on a non-exclusive basis to use the Software on the following terms. You agree that these terms will apply to the Software and any derivatives obtained from it including any copy.
3. LICENCE AND SUPPORT FEES
3.1 In return for the grant of this licence, you shall pay us the licence and support fees previously notified by us to you and identified as such, together with any support fees charged by us from time to time.
3.2 All licence and support fees shall be payable by you in advance unless otherwise agreed in writing by us and may be subject to annual review upon 30 days’ written notice from us.
3.3 The licence fees and support fees shall be as notified by us to you from time to time.
3.4 Subject to clause 7:-
3.4.1 if you have purchased an annual licence for the Software, the Software shall cease to function on the anniversary of its installation unless you have paid in advance licence fees as are applicable for the subsequent 12 month period and each year thereafter;
3.4.2 if you have purchased a perpetual licence for the Software, you shall be entitled to use the Software for an unlimited period of time.
4. OWNERSHIP
4.1 You do not own the copyright or other intellectual property rights in the Software or in any proprietary information it may contain. Your rights to use the Software are as specified in these terms and we retain all rights not expressly granted to you in them.
4.2 This licence is personal to you and cannot be assigned or transferred to another party without our written consent.
5. MAINTENANCE
5.1 We shall supply you with such support and maintenance in the form of periodic updates as we see fit for the 12 months from the date of installation of the Software.
5.2 If you have purchased a perpetual licence of the Software and wish us to update and maintain the Software after expiry of the 12 month period referred to at clause 5.1 above in return for payment in advance on an annual basis of such annual support and maintenance fees as we may charge on a yearly basis, we shall continue to provide such support and maintenance as is referred to in clause 5.1 for the duration such payments continue, you may enter into a maintenance agreement with us, in which case we will supply error corrections and improvements to and assistance with the use of the Software, as specified in that agreement.
6. HOW YOU MAY USE THE SOFTWARE
6.1 This licence is for your personal use or for your own business purposes.
6.2 You may install and use one instance of the Software on a single web server and domain name for each licence purchased. For each installed instance of the Software you will require a separate licence. The Software may not be sub-licensed, copied, sold, distributed, reproduced, incorporated into other software or otherwise used without our prior written consent, except that it may be backed up for normal security purposes. You may not rent, lend or lease the Software.
6.3 For the avoidance of doubt a licence is required in respect of each instance of the Software used in respect of each domain name.
6.4 You may use the Software in the manner and for use as an item rating engine in relation to web communities (“the Intended Purpose”). You are licensed to use the Software only for the Intended Purpose and as described in clause 6.4 and you may not use or copy the Software in any other way.
6.5 For the Intended Purpose you may:-
6.5.1 install and use the Software on a single web server for use on a single domain name;
6.5.2 make any copies which are created in the normal course of the Software and which are by their nature transient and make a single back up copy but you must not use or allow the back up copy to be used for any purpose other than back up.
6.6 You may modify, adapt and create such improvements to the Software as you deem appropriate (“Modifications”) but you must notify us of all Modifications made to the Software and grant us a perpetual royalty free licence to copy, distribute, communicate to the public, modify and adapt such Modifications and to sub-licence others to use such Modifications, which licence will survive the expiration or termination of this Agreement. We will credit all Modification work to the original author in such manner we consider appropriate. We shall not be obliged to use code submitted by you in future releases of the Software.
6.7 You are allowed to distribute the Modifications in unencrypted code form only.
6.8 You may licence such Modifications to third parties on a non-exclusive basis.
6.9 We shall not be liable for any Modifications to the Software. By making Modifications to the Software, you waive any rights to support of the Software by us to which you may have been entitled before making such Modifications.
6.10 You agree to keep the Software and all copies of it under your control and to reproduce our copyright notice on each copy of the Software.
7. TERMINATION
If you breach any of these terms and that breach is serious or cannot be put right, this licence terminates immediately. In all other cases we will give you notice of your breach and a reasonable opportunity to put it right before we terminate the licence. On termination you must remove all copies of the Software from the web server upon which it is installed.
8. WARRANTIES
8.1 We warrant that for a period of 90 days from the date of download, when used with a recommended hardware configuration, the Software shall perform in substantial comformance with the specification for it.
8.2 We give no representations or warranties or other terms relating to the Software or its performance other than those set out above and all conditions and warranties implied by law are excluded to the fullest extent permitted by law. Without limiting the above:-
8.2.1 we DO NOT WARRANT that the functions of the Software will meet your requirements; and
8.2.2 we DO NOT WARRANT that software operations will be error free or uninterrupted.
8.3 Although all reasonable care has been taken to ensure that the Software is error or virus free, no warranty can be given to that effect and you should, before using the Software, take all precautions which you consider appropriate.
9. REMEDIES
If the Software fails to operate in accordance with our warranty in clause 8 you are entitled (as your sole remedy) to notify us of the same and we will provide you either with a new version of the Software or a full refund (at your option).
10. LIMITATION OF LIABILITY
10.1 Subject to clause 10.4 our aggregate liability, whether for negligence, breach of contract, misrepresentation, contemplated or lack of performance or otherwise under or in connection with these terms is limited to the amount you originally paid for the Software.
10.2 In no circumstances are we liable to you for any loss of profits, loss of production, financial loss, loss of anticipated savings, depletion of goodwill or reputation, business receipts or contracts or losses or expenses resulting from third party claims or any indirect losses or damages.
10.3 The exclusions and restrictions on liability contained in this licence are considered to be reasonable by you and us. You should take out whatever insurance cover you consider appropriate in relation to your use or operation of the Software or any other matter relating to the terms of this licence.
10.4 Nothing in this licence shall be taken as excluding or restricting any liability for death or personal injury arising from our negligence or for any fraudulent misrepresentation.
10.5 This clause 10 survives termination of this licence.
11. ENTIRE AGREEMENT
11.1 This licence includes any document specifically referred to in it is the complete and exclusive statement of our rights and liabilities to you in relation to the Software.
11.2 You acknowledge and agree that in entering into this licence you do not rely on and shall have no remedy in respect of any statement, representation, warranty or understanding (whether negligently or innocently made) of any person other than as expressly set out in this licence and that your only remedy in respect of statements, representations, warranties or understandings made or repeated in this licence shall be for breach of contract and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
11.3 Nothing in this licence operates to limit or exclude liability for fraud.
12. INDEMNITY
You agree to indemnify us against and be responsible for any claims made by any third party arising out of your use of the Software, whether arising out of our negligence or otherwise.
13. LAW
This licence is governed by and shall be construed in accordance with the laws of England and Wales and you and we submit to the non-exclusive jurisdiction of the courts of England and Wales.
