Software Licesne Agreement
- PLEASE READ THIS CAREFULLY BEFORE CONTINUING
- BEFORE CLICKING THE "ACCEPT" CHECKBOX TO COMMENCE DOWNLOADING THE SOFTWARE, YOU SHOULD CAREFULLY READ THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT. BY CLICKING THE "ACCEPT" CHECKBOX YOU ARE AGREEING TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT AND AGREE TO BECOME A LICENSEE. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT YOU SHOULD NOT CLICK THE "ACCEPT" CHECKBOX AND NOT DOWNLOAD OR USE THE SOFTWARE.
- When you accept the terms and conditions of this Licence Agreement by clicking the "accept" checkbox, Nerdle Ltd of 46-48 Long Street, Middleton, Manchester M24 6UQ (the "Licensor") shall immediately grant you (the "Licensee") a limited, non-exclusive, non-transferrable licence to Use the software downloaded and any and all accompanying documentation (the "Software") on a maximum of 1 Computer(s), subject to the terms and conditions of this Licence Agreement.
- Use of the Software
- In this Licence Agreement, "Use" shall be defined as including the installation of the Software by copying, transmitting or loading it into the permanent memory of a computer or other device (each a "Computer") for the processing of the system instructions or statements contained in the Software. "Use" shall also include copying the Software in machine-readable form for the purposes of understanding the contents of such machine-readable material (which may be known as reverse-engineering).
- A maximum of 1 copy of the Software may be made for back-up and/or disaster recovery purposes.
- Nature of the Software
The Software is commercially licensed software. It is not open-source, freeware or shareware. The licence fee payable for Use of the Software in accordance with this Licence Agreement is detailed on https://www.nerdle.uk, payable by credit card, PayPal or Bank Transfer at checkout.
- Licensee's Undertakings
By accepting the terms and conditions of this Licence Agreement you hereby undertake:
- Not to copy the Software except as permitted by sub-Clause 1.2;
- Not to disassemble, decompile or otherwise reverse-engineer the Software;
- Not to Use the Software on more than 1 Computer(s) at any one time in violation of this Licence Agreement;
- To ensure that your employees, agents and other parties under your control who will use the Software do so in accordance with the terms and conditions of this Licence Agreement and are accordingly notified of the same;
- To reproduce and include any and all copyright notices of the Licensor as they appear in or on the Software and any and all copies thereof;
- Not to permit or facilitate the Use of the Software in any manner which would constitute a breach of the terms and conditions of this Licence Agreement;
- Not to place or distribute the Software on any website, ftp server or similar location without the express prior written consent of the Licensor; and
- Not to Use the Software for any purpose which may be deemed immoral, illegal, offensive, threatening, abusive or otherwise harmful.
- Transferring the Software
- The Software is licensed only to you. You may not rent, lease, sub-licence, sell, assign, pledge, transfer or otherwise dispose of the Software, on a temporary or permanent basis, without the prior written consent of the Licensor.
- Limited Warranty
- Subject to the limitations and exclusions of liability below, the Licensor warrants that the Software will materially conform with any documentation that accompanies it and with any specifications or descriptions provided by the Licensor.
- Subject to sub-Clause 5.1, the Software is provided "as is" without any warranty of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
- The Licensor does not warrant that the Software will be error-free or that such errors will be corrected and the Licensee is solely responsible for all costs and expenses associated with the rectification, repair or damage caused by such errors.
- The Licensor shall not be liable if the Software fails to operate in accordance with the limited warranty set out in sub-Clause 5.1 as a result of any modification, variation or addition to the Software not performed by the Licensor or caused by any abuse, corruption or incorrect use of the Software, including use of the Software with equipment or other software which is incompatible.
- In the event that the Licensor incurs any liability of any kind, that liability shall be limited to the licence fee paid by the Licensee for the Software. Nothing in this Clause 5 nor in the remainder of this Licence Agreement shall limit or exclude the Licensor's liability for death or personal injury arising out of the Licensor's negligence nor for fraudulent misrepresentation.
- Your Statutory Rights
This Licence Agreement gives you specific legal rights and you may also have other rights that vary from one country to another. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the limitations and exclusions included in this Licence Agreement may not apply to you. Other jurisdictions do allow limitations and exclusions subject to certain conditions. In such a case the limitations and exclusions included in this Licence Agreement shall apply to the fullest extent permitted by the laws of such applicable jurisdictions. If any part of the limitations or exclusions in this Licence Agreement is held to be void or unenforceable, such part shall be deemed to be deleted from this Licence Agreement and the remainder of the limitation or exclusion shall continue in full force and effect. Any rights that you may have as a consumer (i.e. a purchaser for private as opposed to business, academic or government use) are not affected.
- Intellectual Property Rights
The Software and related documentation are copyright works of authorship and are also protected under applicable database laws. The Licensor retains ownership of the Software, all subsequent copies of the Software and all intellectual property rights subsisting therein, regardless of the form in which such copies may exist. This Licence Agreement is not a sale of the original Software or any copies thereof.
- Term and Termination
- This Licence Agreement is effective until terminated. You may terminate it at any time by destroying the Software together with all copies in any form.
- This Licence Agreement shall also terminate upon conditions set out elsewhere in this Licence Agreement or if you fail to comply with of the terms and conditions of this Licence Agreement.
- You agree that, upon such termination, you will destroy the Software including any copies in whatever form.
- Each party irrevocably agrees that the courts of the country of registration of the Licensor, its subsidiary office, or reseller which issues an invoice for the Software, shall have exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of or in relation to this Licence Agreement and the place of performance of this Licence Agreement shall be that country and the laws of that country shall govern such controversy or claim.
- This Licence Agreement constitutes the complete and exclusive statement of the Licence Agreement between the Licensor and you with respect to the subject matter of this Licence Agreement and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to that subject matter.
- Any Clause in this Licence Agreement that is found to be invalid or unenforceable shall be deemed deleted and the remainder of this Licence Agreement shall not be affected by that deletion.
- Failure or neglect by either party to exercise any of its rights or remedies under this Licence agreement will not be construed as a waiver of that party's rights nor in any way affect the validity off the whole or part of this Licence Agreement nor prejudice that party's right to take subsequent action.
- This Licence Agreement is personal to you and you may not assign, transfer, sub-contract or otherwise part with this Licence Agreement or any right or obligation under it without the Licensor's prior written consent.
- Any questions concerning this Licence Agreement or the Software should be directed to the Licensor. Contact details are available from https://www.nerdle.uk/contact.php.
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Nerdle Ltd 46-48 Long Street, Middleton, Manchester M24 6UQ | Registered in England and Wales Number 10314395 | All Prices Are Net
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