THIS IS YOUR LICENCE AGREEMENT PLEASE READ IT AS YOU WILL BE BOUND BY ITS TERMS.
By using FTGate Technology products you acknowledge that you have read this licence agreement, understand it, and agree to be bound by its terms and conditions. You also agree that the licence agreement is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of the limited warranty.
SOFTWARE LICENCE AGREEMENT
SUBJECT OF AGREEMENT
FTGate Technology hereby grants to the CUSTOMER in consideration of licence fees paid by the CUSTOMER, (and during any trial period in consideration of the CUSTOMER agreeing to try the product) a non-assignable, non-transferable, non-exclusive licence to use FTGate and other FTGate Technology products (“the Product”) on a single network server accessed by multiple computers subject to the Terms and Conditions below. FTGate Technology reserve the right to enforce these licence conditions through specific software features. Copyright and other intellectual property rights in the Product shall at all times remain vested in FTGate Technology and the CUSTOMER’s rights in the Product shall be limited to those of a user licensed under the terms of this Agreement, such use to be limited to the CUSTOMER’s internal business purposes only.
The CUSTOMER agrees not to use the Product beyond the trial licence period without paying the relevant fees thereupon arising. The Product contains a timing device which ensures that no such use can be made after such trial/demonstration period without payment. Where the CUSTOMER is supplied the Product via a distributor of FTGate Technology these terms and conditions of licence of the Product shall still apply as between FTGate Technology and the customer and are in addition to any contract terms between the distributor and the CUSTOMER. These terms may be modified by us from time to time and are in addition to any general terms about use of the Product on our web site, including without limitation information about email support and other matters.
TERMS AND CONDITIONS
(1) LIMITED WARRANTY
The Product and accompanying written materials (including instructions for use and manuals and CD Roms, if any) are provided “as is” without warranty of any kind, to the fullest extent permitted by law. All terms implied by law, including without limitation as to satisfactory quality and fitness for purpose, which may by law be excluded or limited and liability in tort including without limitation for negligence and misrepresentation, are hereby excluded. Further, FTGate Technology does not warrant, guarantee, or make any representations regarding the use, or the results of use, of the Product in terms of correctness, accuracy, reliability, currentness, or otherwise. No oral or written information or advice given by FTGate Technology or its employees shall create a warranty or be otherwise actionable and the CUSTOMER may not rely on any such information or advice. If the Product is defective, FTGate Technology will not be responsible for any or all costs of necessary servicing, repair or correction.
Neither FTGate Technology nor anyone else who has been involved in the creation, production or delivery of the Product shall be liable for any direct, indirect, consequential or incidental damages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of the use or inability to use the Product even if FTGate Technology has been advised of the possibility of such damages. FTGate Technology shall in no circumstances be liable in any way for the content of any message or transmission sent using or made in connection with the Product. In any event FTGate Technology’s liability to the CUSTOMER shall be limited to the value of the cost of the Product in relation to which a claim has arisen, or £250 if higher.
The parties acknowledge that the Product is a low value product which will be used for crucial business functions and that the limitations and exclusions on liability in this Agreement reflect the price. The parties accept such limits are reasonable. The CUSTOMER shall indemnify and hold FTGate Technology harmless against all loss and liability, costs and damages, including legal fees on an indemnity basis, arising from any breach by the CUSTOMER of the terms of this Agreement or the licence of the Products or from any act or default of the CUSTOMER in relation to the Products which leads to loss or liability on the part of FTGate Technology.
(2) COPYRIGHT AND TRADE MARKS
The CUSTOMER shall not:
a) use, copy, modify, merge, or transfer copies of the Product except as provided in this Agreement,
b) reverse-assemble or reverse-compile the Product, save to the extent permitted by law,
c) sub-license, loan, rent, lease, or assign the Product or any copy thereof,
d) use the Product except as provided in this Agreement.
The Product is the copyright of FTGate Technology. All intellectual property rights in the Product remain with FTGate Technology. FTGate Technology warrants that it has full rights to grant the licences contained in this Agreement and full authority to license the Product. Nothing in this Agreement shall give the CUSTOMER any intellectual property right in the Product. If any infringement of such copyright or other intellectual property rights in the Product or the Marks defined below, comes to the attention of the CUSTOMER it shall forthwith notify FTGate Technology by email.
Should any portion of the Product be de-compiled, reverse-engineered, copied or duplicated, in breach of this clause, the CUSTOMER shall immediately notify FTGate Technology of the circumstances surrounding such event and shall assist FTGate Technology in enforcing its rights against any parties who are in violation of this Agreement. Permitted exceptions to the above are for normal back up or archival purposes.
FTGate® is a registered trade mark of FTGate Technology FTGate Technology has also built up substantial goodwill in FTGate®, FTGate Technology™, Floosietek™, FTGateLite™, FTGateOffice™, FTGatePro™, FTGateRelay™, UbeBlock™, SolSight™, FTGate7 and their logos (“the Marks”). The CUSTOMER shall not use the Marks in any other colour or in combination with any material which (a) is not a Product or a description of a Product of FTGate Technology or (b) in any manner which may bring FTGate Technology into disrepute or damage its reputation or cause it to be legally liable in any way.
FTGate Technology may terminate this Agreement upon thirty days written notice if the CUSTOMER fails to comply with any of the terms and conditions of this Agreement. In the event of termination, the CUSTOMER shall immediately cease use of the Product and at its own expense, remove from its computers all copies (including on-line, back-up and archival) of the Product and destroy them.
(4) NON-TRANSFERABLE LICENCE
The CUSTOMER acknowledges that the Products are the sole property of FTGate Technology and agrees not to assign, sub-license or otherwise transfer the Products in any manner without prior written consent of FTGate Technology
(5) BINDING AGREEMENT
Upon acceptance of this Agreement by both parties, this Agreement shall constitute the entire Agreement between the parties and shall supersede all other oral or written agreements or communications between the parties. FTGate Technology shall not be bound by additional provisions or provisions at variance herewith that may appear in the CUSTOMER’s acknowledgement, purchase order, or in any other communication between the CUSTOMER and FTGate Technology.
FTGate Technology may modify the terms of this Agreement by email to the CUSTOMER or by posting a notice on its web site www.ftgate.com. No term or provision shall be deemed waived and no breach consented to unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented.
The CUSTOMER shall not assign, sublicense, or otherwise transfer to any other party all or any part of this Agreement, any interest herein or any rights hereunder.
All notices and other communications provided for or permitted under this Agreement shall be sufficient if contained in writing delivered by hand or registered certified mail or by facsimile addressed to the parties as set forth in this Agreement. Notification of critical errors concerning the Product should be communicated in writing to FTGate Technology by the other party. All such notices or communications shall be deemed received 2 working days after being sent. FTGate Technology reserves the right to communicate amendments to this agreement or all notices and other communications provided for or permitted under this Agreement by email to the other party.
The CUSTOMER’s obligations under paragraph (2) shall survive the termination of this Agreement.
If any provision of this Agreement shall be held void or unenforceable or contrary to English Law, such provision shall be deemed to have been excluded from this Agreement ab initio and shall not affect any other provision of this Agreement, the remainder of which shall be construed as if the excluded provision had never formed part of it.
(11) DATA PROTECTION
The CUSTOMER consents to its personal data being exported for processing abroad under the control of FTGate Technology and so that marketing emails on subjects of interest to the CUSTOMER being solely software products offered by FTGate Technology can be sent to the CUSTOMER. The CUSTOMER can notify FTGate Technology at any time to ensure such mailings are ceased.
(12) THIRD PARTY RIGHTS
No enforceable right is given or intended to be given by the parties to any third party, under this Agreement and the Contracts (Rights of Third Parties) Act 1999 shall not apply.
(13) GOVERNING LAW
This agreement will be governed by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts. The place of performance is England.
By using the Product you acknowledge that you have read this licence agreement, understand it, and agree to be bound by its’ terms and conditions. You also agree that the licence agreement is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of the limited warranty