Software licence agreement

 

 


This Software Licence Agreement (“Licence”) is between 7Safe Limited of 123 Buckingham Palace Road, London SW1W 9SR  (Registered No 04274874)  (Supplier) and the individual or the corporate entity on those behalf you accept these terms (Customer).  The Customer and Supplier are hereby collectively known as the “Parties”. This Licence takes effect from the date the Customer opens the link to download the Software (the “Effective Date”). 

Agreed terms

The following sub-clauses may apply if the basis of this Licence falls within the definition of “Enterprise” in Clause 1 of this agreement.

1.

Interpretation and Definitions

1.1. The definitions and rules of interpretation in this clause apply to the Licence Affiliate: includes, in relation to the Supplier, any subsidiary or holding company the Supplier and each and any subsidiary of a holding company of that party.Confidential Information means any information of a confidential nature (including, without limitation, the Software, the Documentation, trade secrets and information of commercial value) which may become known to the Customer from the Supplier, unless that information is public knowledge or already known to the Customer at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of the Customer from a third party;Documentation: Frequently Asked Questions and other documents that can be viewed on the Doc Discovery website (www.docdiscovery.net) which can be accessed via the Help function within the Software or which may be supplied with the Software and includes any supplementary documentation that may be made available by the Supplier to the Customer from time to time during the term of this Licence.

Enterprise Licence: grants a Customer the right to an unlimited use of the Software for a period of 12 months, subject to Clause 3.5 of this agreement.

Intellectual Property Rights: all patents, copyrights, design rights, trade marks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.

Licence Expiry Date: The Licence will expire no later than 3 months from the Effective Date unless expressly stated under this Agreement or otherwise.  The Licence shall remain valid until the expiry date.

Single User Licence: grants one Customer the right to use the Licence for the duration of the Licence, subject to Clause 3.6 of this agreement.

Open Source Software: means individual software components that are provided with or as part of the Software, for which the source code is made generally available, and that are licensed under the terms of various published open source software license agreements or copyright notices accompanying such software components and the term also covers any public domain software included within the Software.

Registration Form: means the Registration Form completed as a part of the online application to download the Software

Software:  the Doc Discovery software and any Updated Version or modification which is acquired by the Customer during the subsistence of this Licence excluding Third Party Software. Some third party plugins are used for the site to function properly.

Technical Requirements: means the technical requirements for use of the Software, being that the Software is supported for a 32-bit or 64-bit computer running Windows XP, Windows Vista, Windows 7 and Windows 8 on Internet Explorer version 9 or higher, Mozilla Firefox or Google Chrome with JavaScript enabled.  A minimum of 1GB RAM and 5GB of disk space is recommended to run the Software.  This disk space is for the storing of search results rather than the size of the Software program, which is considerably smaller.

Third-Party Licences: Any licences relating to any Third Party Software.

Third-Party Software: Any third party software or Open Source Software supplied with or as part of the Software.

Updated Version: any updated or replacement version of the Software which from time to time is publicly marketed or made available from the Doc Discovery website (www.docdiscovery.net) and  which may be offered to the Customer by the Supplier in the course of its normal business

Warranty Exclusion means:

(a) any modification of the Software by a party other than the Supplier;
(b) any use of the Software which is not in accordance with this Licence;
(c) any use of the Software for a purpose or in a context other than the purpose or context for which it was designed;
(d) any use of the Software in combination with any other software not provided or specified by the Supplier;
(e) any use of the Software on a computer or in a manner that does not comply with the Technical Requirements;
(f) any use of the Software on a computer that has not been configured in accordance with the Technical Requirements.

Work Room:  means an online only forum, created and contributed to by Doc Discovery Customers and the product team. The purpose of the forum is for Customers to communicate with each other and the product team about the functionality of Doc Discovery. Customers are required to register as a member in order to contribute to the content in the Work Room.

1.2. Holding company and subsidiary mean a “holding company” and “subsidiary” as defined in section 1159 of the Companies Act 2006.The headings in this licence do not affect its interpretation. Except where the context otherwise requires, references to clauses and schedules are to clauses and schedules of this licence.
1.3. Unless the context otherwise requires:(a)         references to the Supplier include their permitted successors and assigns;(b)            references to statutory provisions include those statutory provisions as amended or re-enacted;

(c)            references to one gender includes a reference to the other genders; and

(d)            references to “including” or “includes” shall be deemed to have the words “without limitation” inserted after them.

1.4. In the case of conflict or ambiguity between any provision contained in the body of this licence and any provision contained in the schedules or appendices, the provision in the body of this licence shall take precedence.
1.5. Words in the singular include the plural and those in the plural include the singular.
1.6. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors or permitted assigns.
2.

Delivery and Installation

2.1. Subject to the Customer having filled out the Registration Form or relevant Authorisation Form the Supplier shall deliver the Software either electronically by email or on disk or CD-ROM.  Risk in any tangible or intangible media on which the Software is delivered shall pass on delivery. Upon installation, the Supplier retains the right to audit the use of the Software by the Customer to ensure compliance.
3.

Licence and Restrictions

3.1. In consideration of the mutual obligations herein, The Supplier grants to the Customer a non-exclusive non-transferable licence for the Customer to use the Software and the Documentation for the Customer’s internal business purposes only from the Effective Date until the Licence Expiry Date. The use of the Software is governed by the Licence at all times, whether or not the Customer has explicitly accepted the terms of this Licence. According to whether the Licence is an Enterprise Licence or Single User Licence the provisions of clause 3.5 or 3.6 respectively shall also apply.  Except as expressly set out in this Licence or as permitted by any local law, the Customer undertakes:(a)        at all times, to acknowledge the Supplier as the rightful owner of the Software and Documentation.(b)        not to copy or reproduce the Documentation in any way except where written permission has been given by the Supplier;

(c)        not to sell, rent, lease, sub-license or loan the Software for a fee. For the avoidance of doubt, the distribution of the Software is only permitted where the Customer has accepted the terms of this Licence and may only distribute the Software from their website..

(d)        not to make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs.

3.2. Except as expressly stated in this clause 3, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, 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 the Customer. However such reduction rights shall not be exercisable if the Supplier is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Customer shall request the Supplier to carry out such action or to provide such information (and shall meet the Supplier’s reasonable costs in providing that information) before undertaking any such reduction.  If the customer does undertake such reduction then the information obtained by Customer during such activities:(i)       must be used only for the purpose of achieving inter-operability of the Software with another software program; and(ii)       must not be unnecessarily disclosed or communicated to any third party without the Supplier’s prior written consent; and

(iii)      must not be used to create any software which is substantially similar to the Software.

3.3. The Customer undertakes:(a)            to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;(b)            to supervise and control use of the Software and ensure that Customer’s  employees and representatives use the Software in accordance with the terms of this licence;

(c)            to include the Supplier’s copyright notice on all entire and partial copies made by the Customer of the Software on any medium;

(d)            not to provide, or otherwise make the Software available in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person other than Customer’s employees or their own customers without prior written consent from Supplier;

3.4. The Licence granted hereunder shall terminate on the Licence Expiry Date , unless the Licence is terminated earlier in accordance with the other terms of this Licence.  The Customer acknowledges that the Software will automatically stop working after the Licence Expiry Date.
3.5.
Enterprise Licence Clauses
3.5.1. The Customer may install the Software on an unlimited number of personal computers in premises owned or controlled by the Customer solely for the use of the Customer’s own employees for the Customer’s internal business purposes.
3.5.2. Employees of the Customer may install an unlimited number of copies on the personal computer(s) of a client of the Customer until the expiration of the Licence and solely as strictly required in connection with the performance of a project for that client provided that all of the following conditions are met:(a) The Customer shall keep a record of all such installations;(b) Only the Customer’s employees can use any such copies;

(c) The Customer shall ensure that it complies with clause 9 (Software Export);

(d) The Customer shall ensure that any such copies are securely deleted on completion of the relevant project or, if earlier, on termination or expiry of this Licence; and

(e) The Customer shall indemnify the Supplier and keep the Supplier indemnified against any claims, demands, proceedings, damages, losses, costs, charges, expenses and liabilities arising as a result of or in connection with any installation or use of the Software on a computer owned by a third party.

3.6. Single User Licence Clauses
The following sub-clauses apply if the basis of this Licence falls within the definition of “Single User” in  Clause 1 of this agreement:(a) The Customer must provide an email address to download the Software.(b) The Customer may install the Software on a single personal computer per email address of the Customer as listed in the Registration Form.

(c) A Licence for a named Customer may not be transferred to another Customer or to another computer, even if the original copy is deleted.

(d) If the Customer wishes to use the Work Room, they must register by providing their name, email address, a username and password.

3.7. The Customer shall provide the Supplier with such information as the Supplier shall reasonably request in order to confirm that the Customer’s use of the Software is in accordance with this Licence and that the Customer has in place reasonable measures to manage its use accordingly.
4.

Updated Version Releases

4.1. If the Supplier makes an Updated Version of the Software available to its customers generally during the Licence Term then the Supplier shall notify the Customer that such Updated Version is available, such notification shall be made by email to the named customer stated in the Registration Form using their email addresses stated in the Registration Form.
5.

Exclusion of Warranty

5.1. The Supplier does not warrant that the use of the Software will be uninterrupted or error-free.
5.2. The Customer acknowledges that the Software has not been developed to meet the individual requirements of the Customer.
5.3. The Software contains Third Party Software. Any Third Party Software provided by the Supplier may be used according to the relevant Third Party Licence, but is provided “as is” and expressly subject to the disclaimer in clause 5.6.  Accordingly Supplier gives no warranty that the possession and/or use of such Third Party Software or any part thereof is not an infringement of any third party Intellectual Property Rights or other rights and Supplier gives no warranty that no other third party has any right, title or interest therein.
5.4. Customer acknowledges that it receives no licence or sub-licence from Supplier in respect of Third Party Software, the Customer’s rights are solely as set out in the relevant Third Party Licences.  The Customer shall comply with the terms of the relevant Third Party Licences.  Customer will be solely responsible for obtaining and complying with any licenses that may be necessary to use the Third Party Software.
5.5. Customer acknowledges that the Third Party Licences may contain disclaimers and limitations and exclusions of liability and the Customer agrees that such terms apply to its use and receipt of the Third Party Software.
5.6. TO THE EXTENT PERMITTED BY LAW ALL OTHER CONDITIONS, WARRANTIES OR OTHER TERMS WHICH MIGHT HAVE EFFECT BETWEEN THE PARTIES OR BE IMPLIED OR INCORPORATED INTO THIS LICENCE OR ANY COLLATERAL CONTRACT, WHETHER BY STATUTE, COMMON LAW OR OTHERWISE, ARE HEREBY EXCLUDED, INCLUDING THE IMPLIED CONDITIONS, WARRANTIES OR OTHER TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE OR THE USE OF REASONABLE SKILL AND CARE.THE SUPPLIER DOES NOT ANY TAKE RESPONSIBILITY OR LIABILITY FOR THE ADVERTS OR FOR THE SERVICES UNDERLYING THOSE ADVERTS THAT MAY APPEAR ON THE SOFTWARE SITE FROM TIME TO TIME. THE CUSTOMER ACTS AT THEIR OWN RISK WHEN CLICKING ANY ADVERT LINK.
6.

Limitation and Exclusions of liability

6.1. Except as expressly stated in clause 6.2:(a)       the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories (but are not limited to):           (i)        special damage even if the Supplier was aware of the circumstances in which                        such special damage could arise;
(ii)       loss of profits;
(iii)      loss of anticipated savings;
(iv)      loss of business opportunity;
(v)       loss of goodwill;
(vi)      loss or corruption of data or accidental distribution of data
(vii)     damages for impact on host system or hardware during the download process                        or during operation of the Software (including deletion).

provided that this clause 6.1(a) shall not prevent claims for loss of or damage to the Customer’s tangible property or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 6.1(a);

(b)       The Supplier shall not be liable, whether in contract, tort (including negligence) or otherwise and whether in connection with this Licence or any collateral contract.

(c)     The Customer agrees that, in entering into this Licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this Licence or (if it did rely on any representations, whether written or oral, not expressly set out in this Licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this Licence.

6.2. The exclusions in clause 6.8 and clause 6.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:
(a)       death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;(b)       fraud or fraudulent misrepresentation;(c)       breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
6.3. All references to the Supplier in this clause 6 shall, for the purposes of this clause and clause 17 (Third Party Rights) only, be treated as including all employees, subcontractors and suppliers of the Supplier and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 17 (Third Party Rights).
6.4. The Customer shall comply with the Third-Party Licences and shall indemnify and hold the Supplier harmless against any loss or damage which it may suffer or incur as a result of the Customer’s breach of such terms howsoever arising.
6.5. The Supplier may treat the Customer’s breach of any Third-Party Licence as a breach of this Licence.
7.

Intellectual Property Rights

7.1. The Customer acknowledges that all Intellectual Property Rights in the Software and any Updated Versions belong and shall belong to the Supplier, and the Customer shall have no rights in or to the Software other than the right to use it in accordance with the terms of this Licence.

8.

Confidentiality and Publicity

8.1. The Customer shall, during the term of this Licence and thereafter, keep confidential, and shall not use for its own purposes (other than implementation of this Licence) nor without the prior written consent of the Supplier disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any Confidential Information of the Supplier.   The Customer shall use its reasonable endeavours to prevent the unauthorised disclosure of any such Confidential Information.

8.2. The terms of this Licence are confidential and may not be disclosed by the Customer without the prior written consent of the Supplier.>

9.

Software Export

9.1. The Customer shall not export, directly or indirectly, the Software or any technical data acquired from the other party under this Licence (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (Export Control Laws), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.

10.

Termination

10.1. The Supplier may terminate this Licence immediately by written notice to Customer if the Customer commits a material or persistent breach of this Licence which the Customer fails to remedy (if remediable) within 14 days after the service on the Customer of written notice requiring Customer to do so.
10.2. Either Party may terminate the Agreement forthwith by written notice if the other Party commits an act of bankruptcy or goes into liquidation or is put into liquidation (other than for a proper commercial purpose and whilst solvent) or a receiver is appointed or an administration order is made in respect of it.
10.3. Upon expiry or termination for any reason:(a)       all rights granted to Customer under this Licence shall cease immediately;(b)       Customer must cease all activities authorised by this Licence; and

(c)        Customer must immediately delete or remove the Software from all computer equipment in Customer’s possession and immediately destroy or return to the Supplier (at the Supplier’s option) all copies of the Software then in Customer’s possession, custody or control and, in the case of destruction, certify to the Supplier that Customer has done so.

10.4 The Supplier retains the right to terminate all Licences upon giving 3 months written notice.
10.5 Termination by either party in accordance with the rights contained in this Licence shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.
11.

Waiver

11.1. No failure or delay by a party to exercise any right or remedy provided under this Licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
12.

Remedies

12.1. Except as expressly provided in this Licence, the rights and remedies provided under this Licence are in addition to, and not exclusive of, any rights or remedies provided by law. 
13.

Entire agreement

13.1. The Licence, the schedules and the documents annexed as appendices to the Licence or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
13.2. Each party acknowledges that, in entering into this Licence, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this licence or not) (Representation) other than as expressly set out in this licence.
14.

Variation

14.1. No variation of this Licence shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15.

Severance

15.1. If any court or competent authority finds that any provision of this Licence (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Licence shall not be affected.
15.2. If any invalid, unenforceable or illegal provision of this Licence would be valid, enforceable and legal if some part of it were deleted, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.
16.

Third Party Rights

16.1. The Supplier and its Affiliates may enforce the terms of this Licence subject to and in accordance with this clause 17, this Licence and the Contracts (Rights of Third Parties) Act 1999.
16.2. It is agreed that it is intended to confer a benefit on the Supplier and its Affiliates and other third parties listed in clause 6.3 by making the exclusions and limitations of liability available to them in accordance with this Licence, provided that the rights of such Affiliates and other parties under this Licence shall only be enforceable by the Supplier on their behalf. The Supplier will owe no duty to them to enforce such rights and it may conduct or compromise any relevant proceedings as it sees fit.
16.3. Except as provided in clauses 17.1 and 17.2, a person who is not a party to this Licence shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
16.4. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Licence are not subject to the consent of any person that is not a party to this Licence.
17.

Assignment and related matters

17.1. The Customer shall not:(a) sub-license, assign or novate the benefit or burden of the Licence in whole or in part;
(b) allow the Software to become the subject of any charge, lien or encumbrance; and
(c) deal in any other manner with any or all of its rights and obligations under this agreement,

without the prior written consent of the Supplier.

17.2. The Supplier may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this Licence, provided it gives written notice to the Customer.
17.3. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
17.4. If the Supplier is contemplating assigning any or all of its rights under this Licence the Supplier may disclose to a proposed assignee any information in its possession that relates to this Licence or its subject matter, the negotiations relating to it and the Customer which is reasonably necessary to disclose for the purposes of the proposed assignment.
18.

Force Majeure

18.1. The Supplier  shall not in any circumstances be in breach of this Licence nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, and in such circumstances the Supplier shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for 30 days, the Customer may terminate this Licence by giving 14 days’ written notice to the Supplier.
19.

Notices

19.1. Where the Customer is required to give notice in writing to Supplier, the notice must be addressed to the Head of Operations, (or that person’s successor), 7Safe Limited, 123 Buckingham Palace Road, London SW1W 9SR with a copy to the Head of Legal, 7Safe Limited, 123 Buckingham Palace Road, London SW1W 9SR.
19.2. Where Supplier is required to give notice in writing to the Customer, the notice will be addressed to the Customer’s email address name given in the Registration Form at the address stated in the Registration Form (or current place of business if the Supplier knows this to be different).
19.3. All notices in writing must be sent by post or delivered by hand to the registered office of the addressee.
19.4. In the absence of evidence of earlier delivery:(a)        A notice sent by post will be deemed to have been served two business days after posting.(b)        A notice delivered by hand will be deemed received on delivery.
19.5. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
20.

Governing law and jurisdiction

20.1. This Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
20.2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Licence or its subject matter or formation (including non-contractual disputes or claims).