Portrait Professional distribution permissions and end-user license agreement
CLICK-WRAP LICENSE AGREEMENT
The copyright and other intellectual property rights in this Software are owned by Anthropics Technology Limited (the "Licensor") (or to the extent any intellectual property rights in the Software are not owned by the Licensor then the Licensor is permitted to license others to use the Software). The Licensor is willing to allow you to use the Software on the terms and conditions set out below.
By accepting this agreement prior to installation you agree to be bound by these terms and conditions.
TERMS AND CONDITIONS
YOU AGREE WITH THE LICENSOR AS FOLLOWS:
"Agreement" These terms and conditions;
"Documentation" The documentation (if any) provided to you by the Licensor for the Software, in either printed text or machine readable form;
"Software" The software made available to you by the Licensor.
2. GRANT OF LICENSE
2.1 In consideration of the mutual promises and obligations provided in these terms and conditions the Licensor grants to you a limited, personal, non-exclusive and non-transferable license (the "License") to use the Software and
Documentation Materials in accordance with this Agreement.
3. PERMITTED USE
3.1 You may:
3.1.1 use the Software for your own home/personal use or business purposes;
3.1.2 make a copy of the Software for back-up purposes.
3.1.3 copy the Software to others but they will have to enable the Software themselves by accepting these terms and conditions.
3.2 You may not nor permit others to use, access, copy, distribute, loan, lease, sub-license, transfer, adapt, modify, translate, re-arrange, reverse engineer, reverse assemble, disassemble, convert or otherwise deal with the Software or the Documentation except as expressly permitted by this Agreement or to the extent that such operations cannot be prevented or restricted by law.
4. MAINTENANCE SERVICE
4.1 The Licensor is not obliged to provide any form of maintenance or support service by virtue of this Agreement. The Licensor's obligation to provide any associated maintenance or support service is dependent on you entering into a separate agreement.
5.1 The Licensor warrants to you that it has the necessary authority to grant the License.
5.2 By accepting this Agreement, you acknowledge and accept that the Software is made up of complex software products and may include defects.
5.3 THE LICENSOR SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE OR THE RESULTS OF USE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY DEFECTS WILL BE CORRECTABLE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE LICENSOR PROVIDES YOU WITH THE SOFTWARE ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME THE ENTIRE RISK AS TO THE SUITABILITY, QUALITY AND PERFORMANCE OF THE SOFTWARE.
6. PROPRIETARY RIGHTS
6.1 Except as expressly set out in this Agreement you will not acquire any intellectual property rights in the Software or the Documentation which remain the property of the Licensor and/or its licensors.
6.2 You agree not to remove, suppress or modify in any way any proprietary marking incorporated in the Software or the Documentation and shall incorporate such proprietary markings in any back-up copies.
6.3 You shall notify the Licensor immediately if you become aware of any unauthorized access to, use or copying of any part of the Software or the Documentation by any person.
7. LIMITATION OF LIABILITY
7.1 Nothing in this Agreement shall be construed as excluding or limiting either party's liability to the other for:
7.1.1 death or personal injury resulting from negligence;
7.1.2 breach of any condition as to title or quiet enjoyment implied by the Sale of Goods Act 1979 or the Supply of Goods and Services Act 1982; and/or
7.1.3 fraud (including fraudulent misrepresentation).
7.2 The Licensor's liability to you under or in relation to this Agreement (whether for negligence, breach of contract or otherwise) shall be limited in aggregate to a sum equivalent to £100.
7.3 Whether or not it has been advised of the possibility, the Licensor shall not be liable to you under or in relation to this Agreement (whether for negligence, breach of contract or otherwise) for any:
7.3.1 loss of sales, loss of profit, loss of capital, loss of turnover, loss of bargain, loss of opportunity, loss of use of computer equipment, loss of data or loss of time; and/or
7.3.2 indirect or consequential loss.
7.4 Except as expressly provided in this Agreement, the parties exclude all representations, conditions and warranties whether express or implied (by statute or otherwise) to the fullest extent permitted by law.
8. TERM AND TERMINATION
8.1 This Agreement is effective from when you accept its terms and shall remain in full force and effect until termination in accordance with the express provisions set out in this Agreement.
8.2 This Agreement terminates immediately and automatically if you materially fail to comply with any of the provisions of this Agreement or refuse or threaten to refuse to comply with any of the provisions of this Agreement.
8.3 Termination or expiry of this Agreement however caused shall be without prejudice to any provisions intended to operate thereafter and any rights accrued or accruing at the date of termination.
8.4 Upon termination of this Agreement, however caused the License will automatically terminate and you shall immediately cease all use of the Software and Documentation and as soon as is practicable either, at the option of the Licensor, return or destroy (such that the Software and Documentation shall be permanently unusable and unreadable) the Software and Materials within your control or possession.
9. ENTIRE AGREEMENT
9.1 This Agreement constitutes the entire agreement and understanding between the parties in respect of the matters dealt with in it and supersedes any previous agreement, understanding representations or negotiation between the parties relating to such matters.
9.2 Each party acknowledges and agrees that in entering into this Agreement it does 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 (whether party to this Agreement or not) other than as expressly set out in this Agreement.
10. WAIVER AND REMEDIES
10.1 Any failure to exercise or any delay in exercising a right or remedy provided by this Agreement or at law or in equity shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies. A waiver of a breach of any of the terms of this Agreement or of a default under this Agreement shall not constitute a waiver of any other breach or default and shall not affect the other terms of this Agreement.
11.1 You may not sub-license, assign or transfer in any way any of your rights, liabilities and/or obligations under this Agreement on a temporary or permanent basis to any third party without the prior written consent of the Licensor.
12.1 This Agreement is drawn up in the English language. If this Agreement is translated into another language the English language text shall prevail in any event.
13. SEVERABILITY OF PROVISIONS
13.1 If any part of this Agreement is found by a court of competent jurisdiction or other competent authority to be invalid or unenforceable then such part shall be severed from the remainder of this Agreement which shall remain valid and enforceable to the fullest extent permitted by law.
14. GOVERNING LAW
14.1 This Agreement will be governed by and construed in accordance with English Law.
14.2 The English Courts will have exclusive jurisdiction over any matter arising under or in connection with this Agreement (except matters relating to intellectual property and/or confidentiality where the jurisdiction of the English courts shall be non-exclusive).