User License Agreement
This license agreement (the “License”) constitutes the entire agreement concerning the HeatingSave software (the “Software”) between the company/legal entity that either purchases or uses the Software (or is supplied/uses the Software in conjunction with a piece of HeatingSave hardware) (the “Licensee”) and HeatingSave Ltd (the “Licensor”) and supersedes any prior proposal or representation
Please read the terms and conditions of this License before installing the Software. The term Software, includes any updates, supplements or amendments to the original software (“Upgrade”). By installing the Software, the Licensee accepts and agrees to the terms of this License. The term Software includes, but is not limited to all aspects of the installed Software application including ancillary modules, communications services & protocols and main applications. If the Licensee does not agree with the terms of this License, do not install or use the Software and return to the place of purchase. It is the Licensee’s responsibility, to ensure that the Licensee’s network infrastructure, hardware or software does not interfere with the operation of the Software. It is the Licensee’s responsibility to ensure that the Software meets the Licensee’s requirements and is fit for purpose, prior to purchasing the Software.
The Licensor owns the copyright in the Software contained within this package and all other copies, which the Licensee is authorised by this License to make. This License is personal to the Licensee as the purchaser/user of the Software and the License granted herein is for the Licensee’s benefit only. The documentation available for the Software (the “Documentation”) may not be copied except for archival purposes as described within Clause 2. Documentation includes all associated media, printed materials and “online” or electronic documentation.
2. Permitted Use
The Licensee may, subject to the following conditions :
(i) load the Software on to and use the Software on a single computer which is under the Licensee’s control; and
(ii) make one copy of the Software for backup and archival purposes and make up to two copies of the sub-set of Documentation provided on delivery of the Software by the Licensor (the “Accompanying Documentation”) if any, provided that the original and each copy is kept in the Licensee’s possession and that the Licensee’s installation and use of the Software does not exceed the allowed limit governed by this License or any supplemental agreement between the Licensor and the Licensee. Except as expressly provided within this License, the Licensee may not otherwise make copies of the Software or the Documentation.
The Licensee will not sublicense, assign, transfer, pledge, lease, rent or share the rights under this License except with prior written permission from the Licensor. The Licensee agrees not to modify, adapt, disassemble, decompile, reverse engineer, translate or otherwise attempt to discover the source code of the Software. The Licensor retains full copyright of all Software and Documentation. Each product will have its own individual License, which must be accepted before installation. The Licensee may not resell or otherwise transfer the Software to a third party. Furthermore, the Licensee may not reverse engineer the Software by de-compilation, disassembly, or other methods or attempt to de-compile or disassemble the Software.
3. Licensor Rights
The Licensee acknowledges and agrees that the Software and Documentation (the “Licensed Products”) are proprietary products of the Licensor under international copyright law and disclosed to the Licensee by the Licensor in confidence. The Licensee shall take all reasonable steps to safeguard the Licensed Products. The Licensor owns and will retain all copyright, trademark, trade secret and other proprietary rights in and to the Licensed Products. This License conveys a non-exclusive and limited right of use, revocable in accordance
with the terms and conditions of this License. In the event that the Licensee fails to comply with any terms and/or conditions hereof, this License shall terminate automatically and the Licensor shall be entitled to all remedies in accordance with applicable law.
4. Copyright & Intellectual Property
All title and copyrights in and to the Licensed Products, including but not limited to any images, photographs, animations, video, audio, music, incorporated text together with all Documentation & Accompanying Documentation are exclusively owned by the Licensor. All title and intellectual copyrights & property in and to the Licensed Products is the exclusive property of the Licensor and is protected by copyright and other intellectual property laws and treaties. This License grants the Licensee no rights to use such content.
5. Limited Warranty
The Licensor warrants that for the Licensee’s benefit alone, for thirty (30) days from the date of delivery of the Software (the “Warranty Period”) the Software, under normal use in a compatible execution environment, will perform substantially in accordance with the Accompanying Documentation. The warranty covers features of the Software as stated in the Accompanying Documentation that in the Licensor’s exclusive opinion, do not perform as described. Any replacement Software will be warranted for thirty (30) days from the date of delivery. In no event may the Licensee bring any claim, action or proceeding arising out of the warranty set forth in this Clause 5.
6. Exceptions to Warranties
Except for the above express limited warranty, the Licensor disclaims any and all other warranties, express or implied, including any implied warranties of merchantability or fitness for particular purpose. The Licensor does not warrant that the Licensed Products, its use, operation or the ability of the users of the Licensed Products, or that the operation of the Licensed Products will be uninterrupted or error-free or that all Software or Documentation errors will be corrected. The warranty set forth above shall not apply to any defect or problems caused by any defect in any hardware or software used in combination with the Software, or use of the Software in execution environments not specified in the Documentation. The Licensor does not warrant that the Software or service will meet the Licensee’s requirements. The warranty does not cover software enhancements, additional functions required by the customer or additional software features not described in the Accompanying Documentation. The Licensor’s limited warranty is void if a breach of the warranty has resulted from :
(i) accident, corruption or misuse of the Software; or
(ii) acts or omissions by someone other than the Licensee. 7. Exclusive Remedies
The Licensee agrees that if, during the Warranty Period, a defect in the Software occurs, the exclusive remedy will be, in the Licensor’s sole option, for the Licensor to provide an Upgrade to the existing Software. An Upgrade replaces and/or supplements the original Software. Any Upgrade is bound by the terms of this License relating to the Software and will be warranted for thirty (30) days from the date of delivery.
During the Warranty Period, the Licensee has the right to contact the Licensor’s Help Desk facility free of charge. Use of the Licensor’s Help Desk facility outside of the Warranty Period is only permitted if the Licensee purchases a maintenance contract or pre-pays for the Help Desk usage.
8. Limitations of Liability
In no event shall the Licensor be liable for any damages to the Licensee or any other party whether arising out of contract or from tort including loss of data, profits or business or other special, incidental, exemplary or consequential damages, even if the Licensor has been advised of the possibility of such loss or damages. The Licensor’s cumulative liability shall not exceed the License fee paid for the Software, if any, for use of the Licensed Products. This section shall survive the termination of this License.
The License hereby granted to use the Software, automatically terminates if the Licensee : (i) fails to comply with any provisions of this License; or
(ii) destroys the copies of the Software in the Licensee’s possession; or
(iii) voluntarily returns the Software to the Licensor.
In the event of termination in accordance with this Clause 9, the Licensee must destroy or delete all copies of the Software, Documentation & Accompanying Documentation supplied by the Licensor.
In the event that any provision of this License is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications of the same are received by either the Licensee or the Licensor from any relevant competent authority, the Licensor shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality, or at our discretion such provision may be severed from this License and the remaining provisions of this License shall remain in full force and effect.
This License and all matters arising from it are governed by and construed in accordance with the laws of England and Wales whose courts shall have exclusive jurisdiction over all disputes arising in connection with this License.