Legal | BaseData Software Licence Agreement
PLEASE READ THIS LICENCE AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. YOU ARE LICENSED TO USE THE SOFTWARE ONLY IF YOU ACCEPT ALL THE TERMS AND CONDITIONS SET OUT BELOW BY CLICKING ON THE 'ACCEPT' BUTTON AT THE END OF THIS AGREEMENT.
You may use the BaseData™ “software as a service” the product (the "Software") either by logging in and using the software (And OR any software that may later
be downloadable from the site").
If you are accepting this Agreement on behalf of a corporate licensee, you represent that you are authorised to do so. 'You' includes both the reader and any corporate licensee.
If you have entered into a separate written agreement with the Licensor for use of the Software, such agreement will apply instead of the following terms and conditions.
1. OWNERSHIP OF SOFTWARE AND COPIES
The copyright, database rights and any other intellectual property rights in the Software, related documentation and any copies are and remain the property of BaseData™ Technologies Limited ("the Licensor"). This Agreement is not a sale of the original Software or any copies.
2. GRANT OF LICENCES
This Agreement permits you to use the Software for trial purposes in accordance with clause 3 below. Once the Trial Period (which unless otherwise stated on the Site or agreed in writing with the Licensor shall be 15 days from the date you login to the site or download any available software from the site) has expired you will be prompted to apply for an activation key to activate the Full Licence (as described in clause 4). Upon receipt of payment from you of the Licence Fee (which unless otherwise agreed in writing with the Licensor shall be the fee for the Software published on the BaseData™ website (the "Site") you will be granted a Full Licence to use the Software on the terms of this Agreement. Payment by you of the relevant Licence Fee constitutes your acceptance of the terms of the Full Licence.
3. TRIAL LICENCE
3.1 The Licensor grants to you a limited, non-exclusive, non-transferable licence to use the site/ (Software as a service) for the Trial
Period use only by you.
3.2 In the course of evaluating the Software, you may process your own data and retain the benefit of such processing but the Licensor shall have no liability whatsoever for any errors or defects therein.
4. FULL LICENCE
Provided that you have paid the applicable Licence Fee, the Licensor grants to you a limited, non-exclusive, non-transferable licence (with no right to sub-license) to use the Software subject to the following terms.
4.2 You are permitted to:
(a) Use the Software as a service on a computer and or device which is under your
(b) Use the software on any computer with your authorised username and password;
(c) Use the Software on a computer network with your authorised username and password;
5. You are not permitted:
5.1(a) Use the software for the purpose of distribution to one or more other persons
unless those persons have their own username and passwords;
(b) except as expressly permitted by this Agreement and save to the extent and in the circumstances expressly permitted by law, to rent, lease, sub-license, loan, copy, modify, adapt, merge, translate, reverse engineer, decompile, disassemble or create derivative works based on the whole or any part of the Software or its associated documentation or use, reproduce or deal in the Software or any part thereof in any way; or
(c) to vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Software.
5.2 If you transfer possession of any copy of the materials to another party except as provided above, your licence is automatically terminated.
6.1 You undertake to:
(a) ensure that, prior to use of the Software by your employees or agents, all such parties are notified of the terms of this Agreement;
(b) reproduce and include the Licensor's copyright notice (which is specified on the Software) on all and any copies of the Software, including any partial copies of the Software;
(c) hold all specifications, data (including object and source codes), software listings, drawings and all other information relating to the Software confidential and not at any time, during the term of this Agreement or after it’s expiry, disclose the same, whether directly or indirectly, to any third party without the Licensor’s consent.
7. LIMITED WARRANTY
7.1 Trial Licence: The provision of the Software to you for the Trial Period is free of charge, and on an 'as is' basis, without any technical support or warranty of any kind from the Licensor including, without limitation, a warranty of satisfactory quality, fitness for a particular purpose and non-infringement.
Full Licence: Subject to the limitations and exclusions of liability below, the Licensor warrants that for a period of 30 days after the date of payment of the Licence Fee (“Warranty Period”):
(a) the software will be free from defects in materials and workmanship under normal use. If a defect in the software shall occur during the Warranty Period it may cancelled with proof of purchase and (so far as you are able) a documented example of such defect or error to the Licensor, who will resolve the software free of charge; and
(b) the Software will perform substantially in accordance with the specification set out on the Site and/or (if relevant) its accompanying documentation (provided that the Software is properly used on the computer and with the operating system for which it was designed) and that the documentation correctly describes the operation of the Software in all material respects. If the Licensor is notified of significant errors during the Warranty Period it will correct any such demonstrable errors in the Software or its documentation within a reasonable time or (at its option) provide or authorise a refund (against return of the Software and its documentation).
7.3 The Licensor shall not be liable under the above warranties above if the Software fails to operate in accordance with the said warranty as a result of any modification, variation or addition to the Software not performed by 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.
7.4 The above represent your sole remedies for any breach of the Licensor’s warranties, which are given only to the original purchaser.
8. EXCLUSION OF LIABILITY
8.1 The express terms of this Agreement are in lieu of all warranties, conditions, undertakings, terms and obligations whether expressed or implied by statute, common law, trade usage, course of dealing or otherwise (including, but not limited to, any implied warranties of quality, merchantability, fitness for a particular purpose or ability to achieve a particular result) all of which are hereby excluded to the fullest extent permitted by law. You assume the entire risk as to the quality and performance of the Software. Should the Software prove defective, you (and not the Licensor nor any licensed reseller) assume the entire cost of all necessary servicing, repair or correction.
8.2 The Licensor does not warrant that the Software will meet your requirements or that the operation of the Software will be uninterrupted or error-free or that defects in the Software will be corrected.
8.3 Except in respect of personal injury or death caused directly by the negligence of the Licensor, in no event will the Licensor be liable to you for any damages, including any lost profits, lost savings, loss of data or any indirect, special, incidental or consequential damages arising out of: (a) the use of or inability to use such Software or materials; or (b) from errors or deficiencies in the Software; or (c) any failure by the Software to provide any functions not specified on the Site or in its associated documentation, whether caused by negligence or otherwise, even if the Licensor has been advised of the possibility of such damages. Nothing in this agreement limits liability for fraudulent misrepresentation.
8.4 In respect of any claim other that those referred to in clause 8.3, in no event shall the Licensor’s liability exceed the amount paid by you for the Software.
9. YOUR STATUTORY RIGHTS
9.1 This Agreement gives you specific legal rights and you may also have other rights that vary from country to country. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the above limitations and exclusions may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the above limitations and exclusions shall apply to the fullest extent permitted by the laws of such applicable jurisdictions.
9.2 Any rights that you may have as a consumer (ie a purchaser for private as opposed to business, academic or government use) are not affected.
10.1 This Agreement is effective until it is terminated by:
(a) you if you destroy the Software and any accompanying documentation together with all copies;
(b) the Licensor if you do not pay the Licence Fee or any subsequent renewal fee; or
(c) the Licensor if you fail to abide by the terms and conditions of this Agreement.
10.2 Upon termination you agree to destroy all copies of the Software and its documentation including any Software stored on the hard disk of any computer under your control.
11. ENTIRE AGREEMENT
You agree that this Agreement constitutes the entire agreement between the Licensor and you with respect to the subject matter of this agreement and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, (other than those made fraudulently) and all other communications with the Licensor relating to that subject matter.
12.1 You agree that the Licensor shall have the right, after supplying undertakings as to confidentiality, to audit any computer system on which the Software are installed in order to verify compliance with this Agreement.
12.2 Failure or neglect by either party to exercise any of its rights or remedies under this Agreement will not be construed as a waiver of that party’s rights nor in any way affect the validity of the whole of part of this Agreement nor prejudice that party’s right to take subsequent action.
12.3 Any clause in this Agreement that is found by a court or other competent authority, to be invalid or unenforceable shall be deemed deleted and the remainder of this Agreement shall not be affected by that deletion.
12.4 This Agreement is personal to you and you may not assign, transfer, sub-contract, sub-licence or otherwise part with this Agreement or any right or obligation under it without the Licensor’s prior written consent.
12.5 A person who is not party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement and the provisions of that Act are hereby expressly excluded.
12.6 This Agreement is governed by and construed in accordance with the laws of England.
If you have any questions concerning this Agreement please contact The Administrator at BaseData™ Technologies Ltd (a company registered in England and Wales, company number
Registered office: 112 Parkgate Road, Parkgate, Cheshire, CH64 6QQ