Tutorial Extension  1.0.0
SellerDeck Extensions - Tutorial Extension
EULA-3P.rtf
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2 {\*\generator Msftedit 5.41.21.2510;}\viewkind4\uc1\pard\f0\fs22 This LICENCE AND DATA REGISTRATION AGREEMENT (\ldblquote Agreement\rdblquote ) is an agreement between the party entering into the licence (\ldblquote you\rdblquote ) and [THIRD PARTY NAME] whose registered office is [THIRD PARTY ADDRESS] whose company number is [THIRD PARTY NUMBER] ("LICENSOR").\par
3 \par
4 This Agreement governs the use of software accompanied by or containing the Agreement. By installing or using the software you agree to be bound by the terms of the Agreement and agree that you are an authorised person able to agree to these terms.\par
5 \par
6 "DISTRIBUTOR"\par
7 \par
8 Distributor means SellerDeck Limited whose registered office is Ground Floor Block C, Rosemount House, Rosemount Avenue, West Byfleet, KT14 6LB whose company number is 03221222.\par
9 \par
10 "SOFTWARE"\par
11 \par
12 Software comprises and includes computer software and any upgrade or update in its unmodified form as supplied by Licensor to you or to the Distributor, any associated media on which such software is recorded, any Software Documentation and any licensing system or licensing control device such as a dongle. The Software does not comprise any computer software or modifications to the unmodified Licensor product added or modified by you or any third party.\par
13 \par
14 "SOFTWARE DOCUMENTATION"\par
15 \par
16 Software Documentation comprises any printed materials provided to you by Licensor in relation to the Software and any online or electronic documentation to which you are directed by Licensor. \par
17 \par
18 "SELLERDECK DESKTOP MULTI-USER SOFTWARE"\par
19 \par
20 The computer software that is licensed by Distributor under the brand SellerDeck Business Multi-User or SellerDeck Enterprise and derivative products that enable multiple users to simultaneously manage and operate ecommerce websites.\par
21 \par
22 "LICENSOR SYNCHRONISATION SERVER"\par
23 \par
24 A software programme that enables users of SellerDeck Desktop Multi-User Software to simultaneously manage and operate ecommerce websites on the same Local Area Network or Virtual Private Network and to which SellerDeck Desktop Multi-User Software is connected at all times.\par
25 \par
26 \ldblquote NETWORK LICENSE\rdblquote\par
27 \par
28 A software license that permits all users of SellerDeck Desktop Multi-User Software who are connected to the same SellerDeck Synchronisation Server and are connected to the same Local Area Network or Virtual Private Network to use the Software.\par
29 \par
30 \ldblquote INTELLECTUAL PROPERTY RIGHTS\rdblquote\par
31 \par
32 Means the patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software and source codes, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.\par
33 \par
34 IMPROPERLY OBTAINED COPIES OF THE SOFTWARE\par
35 \par
36 The Software may only be used lawfully if you have obtained a licence key or device from Licensor or Distributor or you are using it for evaluation purposes as set out in this Agreement. \par
37 \par
38 RIGHT TO WITHDRAW\par
39 \par
40 If you are dissatisfied with the Software for any reason, you may return the Software to Distributor (or to Licensor if you purchased the Software directly from Licensor) and cease use of the Software in return for a full refund of the purchase price at any time either 14 days from the date of purchase if you are a business user, or within 30 days from the date of purchase if you are a consumer.\par
41 \par
42 GRANTING OF LICENCE\par
43 \par
44 Subject to the terms of this Agreement and payment of the applicable licence fees, Licensor grants to you a non-exclusive, revocable and non-transferrable licence to use the Software subject to the following terms and conditions.\par
45 \par
46 EVALUATION USE ONLY\par
47 \par
48 In the event that your use of the Software is for the purpose of evaluating whether to purchase a licence, Licensor grants you subject to the following terms and conditions a non-exclusive, revocable and non-transferrable licence to use the Software free of charge. The evaluation period for use is limited (the period being notified by Licensor and normally 30 days) and all of the Licence Terms herein apply (except Granting of Licence).\par
49 \par
50 SOFTWARE UPDATES\par
51 \par
52 Nothing in this Agreement shall oblige or require Licensor to provide any updated, improved or other version of the Software other than that supplied at the commencement of this Agreement. \par
53 \par
54 LICENCE TERMS\par
55 \par
56 You may in accordance with the terms of this Agreement:\par
57 \par
58 (A) use the Software in accordance with the Software Documentation on any single computer;\par
59 (B) copy the Software for archival purposes, provided that any copy contains all of Licensor's proprietary notices and the backup copy is only used when the original copy cannot and is not being used. You shall record the number and location of all copies of the Software and take steps to prevent copying; and \par
60 (C) subject to the purchase of a Network Licence, use the Software on computers that are separately licensed to run SellerDeck Desktop Multi-User Software and that are all installed on the same Local Area Network or Virtual Private Network and are connected to the same instance of the SellerDeck Synchronisation Server.\par
61 \par
62 \par
63 \par
64 You may not:\par
65 \par
66 (A) sub-licence, assign or novate the benefit or burden of this Agreement in whole or in part and not permit other individuals (other than your agent on your behalf) to use the Software;\par
67 (B) use one licensed copy of the Software to operate more than one website except where the product version has multi-site capability;\par
68 (C) use one licensed copy of the Software on more than one computer except for backup purposes as described above or where the contents of a single website are uploaded from one computer and a second computer is used to download orders from that website and where the same functions within the Software are never used concurrently on two different computers and the product version does not have multi-user capability, except where you have purchased a Network Licence;\par
69  (D) have any right (and shall not permit any third party) to copy, modify, reverse engineer, decompile, disassemble, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by you; \par
70 (E) copy the Software other than as specified above;\par
71 (F) rent, lease, grant a security interest in, or otherwise transfer your rights under the terms of the Agreement, except as agreed in writing by Licensor;\par
72 (G) remove any proprietary notices or labels on the Software other than as specifically permitted in writing by Licensor;\par
73 (H) divulge details of the Software to any person except as necessary to install and operate the Software in accordance with the terms of this Agreement; \par
74 (I) use the Software to sell or promote products that are illegal, adult, pornographic or distasteful, as determined by Licensor at its sole discretion; \par
75 (J) use, or permit the use of, a prior release of the Software if this version of the Software is an upgrade to a previous version, other than for testing purposes during parallel running;\par
76 (K) continue using the Software if it has been provided on a rental basis and the rent has ceased to be paid;\par
77 (L) use the Software to process commercial orders if the Software's order processing functionality is documented as not for commercial use or if the license keys supplied to you were designated as "not for commercial use"; or\par
78 (M) interfere in any way with the licensing systems controlling features and availability of the Software.\par
79 \par
80 INTELLECTUAL PROPERTY RIGHTS \par
81 \par
82 You acknowledge that all Intellectual Property Rights in the Software and any new versions or releases of the Software from time to time belong to Licensor and you shall have no rights in or to the Software other than the right to use it in accordance with the terms of this Agreement. For the avoidance of doubt, title to the Software and any new versions or releases of the Software shall not pass to you by virtue of this Agreement. \par
83 \par
84 \par
85 ASSIGNMENT\par
86 \par
87 This Agreement may not be assigned, sublicensed or otherwise transferred by you, by operation of law or otherwise, without prior written consent from Licensor and Distributor.\par
88 \par
89 \par
90 \par
91 TRADE MARKS\par
92 \par
93 Where "[THIRD PARTY NAME]" is a registered trade mark of Licensor or its wholly owned subsidiaries. You may not use the Licensor trade marks in any way without Licensor's prior written consent, nor will you challenge the validity or ownership of such trade marks.\par
94 \par
95 SUPPORT\par
96 \par
97 Distributor is not responsible for providing support and you must direct all support enquiries to Licensor. For the avoidance of doubt, Distributor shall not be responsible or liable whatsoever for any loss or damage to data, software or equipment due to any technical fault in relation to the Software. \par
98 \par
99 Telephone and email support is only available on payment of a separate charge.\par
100 \par
101 Licensor cannot guarantee that all problems will be corrected. Licensor's sole support obligation is to provide reasonable, timely and good faith efforts to correct problems encountered when using the software in accordance with the Software Documentation or otherwise within the terms set out in this Agreement.\par
102 \par
103 WHERE SUPPORT WILL NOT BE PROVIDED\par
104 \par
105 Licensor expects to provide support in a professional and courteous manner. It is a condition of support that this is reciprocated.\par
106 \par
107 Licensor will not provide support where the Software is used to sell or promote products that are illegal, adult, pornographic or distasteful, as determined by Licensor at its sole discretion. \par
108 \par
109 Licensor is under no obligation to provide support where the fault has occurred through use of the Software otherwise than set out in the Software Documentation.\par
110 \par
111 If your use of the Software is for evaluation or trial prior to purchase of a licence for the Software, or if you have received the Software free of charge under a Licensor promotion, then you are entitled to e-mail installation support for the duration of the evaluation or trial, as specified in the Software, but never more than 30 days.\par
112 \par
113 TERMINATION\par
114 \par
115 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:\par
116 \pard\fi-720\li720 1.1\tab the other party fails to pay any amount due under this Agreement on the due date for payment;\par
117 1.2\tab the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;\par
118 1.3\tab the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;\par
119 1.4\tab a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;\par
120 1.5\tab an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;\par
121 1.6\tab the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;\par
122 1.7\tab a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or\par
123 1.8\tab a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days.\par
124 \pard\par
125 Upon termination or expiry of this Agreement for any reason:\par
126 \par
127 \pard\fi-360\li720 (A)\tab all rights granted under this Agreement shall cease, including but not limited to any grants of licence to the Software and Network License (if applicable);\par
128 (B)\tab you shall cease all activities authorised by this Agreement;\par
129 (C)\tab you shall immediately pay to Licensor any sums due to Licensor under this Agreement; and\par
130 (D)\tab you shall immediately destroy or return to Licensor (at Licensor\rquote s option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to Licensor that you have done so.\par
131 \pard\li720\par
132 \pard LIMITED WARRANTY\par
133 \par
134 Licensor warrants that for a period of ninety (90) days from the date of purchase (the "Warranty Period") the Software will operate in substantial conformity with the Software Documentation. Notwithstanding the foregoing, because of the multiple hardware and software environments into which the Software may be put, Licensor warrants that the Software will only so operate if used: (1) with software and hardware that complies with the Minimum System Requirements set out at the website [THIRD PARTY WEBSITE] and may be varied in the light of environmental changes such as changes to operating systems or browsers and (2) strictly within the limitations set out in the Software Documentation. Any alleged breach of the foregoing warranty must be reported to Licensor by e-mail during the Warranty Period, specifying the non-conformity and the circumstances under which it occurs. Licensor's sole liability and your sole remedy for breach of the foregoing limited warranty shall be Licensor's commercially reasonable efforts to correct the non-conformity or, if such correction is, at Licensor's sole discretion, not commercially practicable, refund of the licence fees paid for the non-conforming copy of the Software. Except as specifically set forth in this paragraph, the Software is provided 'as is' and with no warranties, express or implied, and, to the full extent permitted by law, Licensor specifically disclaims all other warranties, implied, statutory, or based on custom or usage. For the avoidance of doubt Licensor gives no warranty as to the operability of the Software if modified outside of the strict parameters set out in the Software Documentation by you or your agents. \par
135 \par
136 Good data processing procedure dictates that any program be thoroughly tested with non-critical data before relying on it. Reasonable precautions have been taken to ensure the Software is virus free. However, before using it you should first ensure that its use will not interfere with the proper functioning of your computer software and hardware (including networks) and that you maintain adequate protection for the reconstruction of lost data. For the avoidance of doubt, Licensor shall not be responsible for any loss, destruction, alteration or damage of your data arising from your use of the Software. \par
137 \par
138 If any claim is made against you based upon infringement of a third party\rquote s UK Intellectual Property Rights arising by your use of the Software within the terms of this Agreement you shall notify Licensor immediately in writing. You agree that in these circumstances Licensor may modify or substitute the Software so that it becomes non-infringing, or procure you the right to continue to use the Software or terminate this Agreement in return for compensation for loss you suffer of up to the purchase price of the Software. Licensor shall not be liable for any infringing use of the Software arising out of the combination of the Software with any other software not supplied by Licensor or any use outside the terms of this Agreement or Software Documentation. \par
139 \par
140 No warranty is given as to the suitability and effectiveness of the default data settings incorporated within the Software. You are responsible for obtaining appropriate professional advice before publishing your own terms and conditions and commencing commercial activities using the Software.\par
141 \par
142 EXCLUSION AND LIMITATION OF LIABILITY\par
143 \par
144 1 Nothing in this Agreement shall exclude or limit the liability of either party for death or personal injury resulting from the negligence of that party or in respect of fraud or of any statements made fraudulently by that party, or arising under Part 1 of the UK Consumer Protection Act 1987 in respect of any defect in the Software.\par
145 \par
146 1.1 Subject to the exception set out in paragraph 1 above and to the extent permissible by law, Licensor and Distributor will not be liable to you whether in contract (including under any indemnity or warranty), in tort (including negligence), under statute or otherwise for any (whether direct or indirect):\par
147 (a) loss of profit;\par
148 (b) loss of revenue;\par
149 (c) loss of sales;\par
150 (d) loss of anticipated savings;\par
151 (e) loss or corruption of data;\par
152 (f) loss of contract or opportunity;\par
153 (g) loss of goodwill; \par
154 (h) costs incurred in modifying the Software (whether in accordance with the Software Documentation or not);\par
155 (i) unreasonable costs in remedying any loss; or\par
156 (j) indirect or consequential loss or damages or special damages; or\par
157 (k) costs incurred in testing, implementing, configuring, designing, loading data, or preparing data in connection with the Software (whether in accordance with the Software Documentation and other instructions and training or not).\par
158 \par
159 1.2 Subject to the exception set out in paragraph 1 above and to the extent permissible by law, in the event that Licensor is liable to you in contract (including under any indemnity or warranty), in tort (including negligence), under statute or otherwise its total liability under this Agreement shall be limited to the purchase price for the Software at the date of purchase. \par
160 \par
161 1.3 For purposes of this section, "Licensor" includes its employees, sub-contractors and suppliers.\par
162 \par
163 1.4 You acknowledge that given the price paid for the Software, the complicated nature of the Software, the almost limitless number of software and hardware environment combinations into which the Software might be introduced, the fact that Licensor cannot anticipate the particular purpose for which you are using the Software and the availability of insurance for any loss that the above limitations and exclusions are reasonable in all the circumstances. \par
164 \par
165 1.5 If any provisions of this Agreement are held to be invalid under any applicable statute or rule of law, they are to that extent omitted from the Agreement without affecting the validity or enforceability of the remainder.\par
166 \par
167 \par
168 GENERAL PROVISIONS \par
169 \par
170 This Agreement is the entire agreement between the parties with respect to its subject matter and supersedes all written or oral understandings with respect thereto. All notices permitted or required by this Agreement will be sent via e-mail with confirmation of receipt. The failure of either party to demand performance or pursue any right arising hereunder shall not constitute a waiver of future performance or such right. Each party and its respective employees are independent contractors in relation to one another with respect to all matters arising under this Agreement. \par
171 \par
172 You agree that any export of this product or any direct by-product thereof from the United States must conform to the laws of the United States including, without limitation, the Export Administration Regulations of the U.S. Department of Commerce. \par
173 \par
174 If any provisions of this agreement are held to be invalid under any applicable statute or rule of law, they shall, to the fullest extent practicable, be amended so as to be valid and to reflect the intent of the parties or, if not practicable, to that extent omitted from the agreement without affecting the validity or enforceability of the remainder.\par
175 \par
176 CHOICE OF LAW AND JURISDICTION\par
177 \par
178 This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales. \par
179 \par
180 CONTACTS\par
181 \par
182 Licensor Website:\par
183 [THIRD PARTY WEBSITE]\par
184 \par
185 Licensor Support Email Address:\par
186 [THIRD PARTY EMAIL]\par
187 \par
188 REGISTRATION AND DATA PROTECTION\par
189 \par
190 The Software may automatically register at a Licensor website when it is used and Licensor may query the Software. This measure is primarily to prevent software piracy and ensure that the best service is provided to you. Your name, telephone numbers, address and email address and statistics concerning use of the software ("Your Data") will be put into the Licensor database and processed by Licensor in servicing its relationship with you, including disclosure to third party outsourcers and consultants. Your Data will not include the details of any individual identifiable prospects, customers, products or transactions. \par
191 \par
192 You agree to the storage, use and disclosure of Your Data. Unless you notify Licensor otherwise you agree that Licensor may use and analyse Your Data to give you information about Licensor's services which may be of interest to you. If you do not wish to be contacted for marketing purposes by Licensor or by third parties please email Licensor as follows: [THIRD PARTY EMAIL].\par
193 \par
194 You agree that only for the purposes described above Your Data may be transferred to countries outside both the EEA and the United States.\par
195 }