End User Licence Agreement
IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE OPENING THE PACKAGING:
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and MonitorGO Limited of The Media Centre, 7 Northumberland Street, Huddersfield HD1 1RL (Licensor, us or we) for:
- MonitorGO version 4 (Software); and
- printed materials and online documentation (Documentation).
THIS SOFTWARE IS LICENSED FOR USE ON THE FOLLOWING DEVICE SUPPLIED BY THE LICENSOR:
- Motorola Moto E (Device).
IMPORTANT NOTICE TO ALL USERS:
BY USING THE DEVICE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENCE.
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, DO NOT USE THE DEVICE. WE WILL NOT LICENSE THE SOFTWARE AND DOCUMENTATION TO YOU IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE IN WHICH CASE, YOU MUST RETURN THE DEVICE, WITH THE PACKAGING UNOPENED, TO US.
1. Grant and scope of Licence
1.1 In consideration of your agreeing to abide by the terms of this Licence, we hereby grant to you a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence.
1.2 You may:
(a) use the Software for your personal purposes only on the Device that the Software was originally installed on (Device);
(b) provided you comply with the provisions in condition 2, make up to [two] copies of the Software for back-up purposes;
(c) receive and use any free supplementary software code incorporating “patches” and corrections of errors as may be provided by the Licensor from time to time; and
(d) use any Documentation in support of the use permitted under condition 1.1 and make up to two copies of the Documentation as are reasonably necessary for its lawful use.
Except as expressly set out in this Licence or as permitted by any local law, you undertake:
2.1 not to copy the Software or Documentation except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security;
2.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation;
2.3 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;
2.4 not to disassemble, decompile, reverse engineer or create derivative works based on the whole, or any part, of the Software nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:
(a) is used only for the purpose of achieving inter-operability of the Software with another software program; and
(b) is not unnecessarily disclosed or communicated to any third party without the Licensor’s prior written consent; and
(c) is not used to create any software which is substantially similar to the Software;
2.5 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;
2.6 to include our copyright notice on all entire and partial copies you make of the Software on any medium;
2.7 not to provide, or otherwise make available, the Software 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 without prior written consent from us; and
2.8 not to use the Software via any communications network or by means of remote access.
3. Intellectual property rights
3.1 You acknowledge that as between you us, all intellectual property rights in the Software and the Documentation throughout the world belong to the us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this Licence.
3.2 You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.
3.3 The integrity of the Software is protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in the Software of the Licensor are not misappropriated. You must not attempt in any way to remove or circumvent such TPM, nor to apply, manufacture, import, distribute, sell, let for hire, offer, expose or advertise for sale for hire or have in your possession for private or commercial purposes, any means whose sole reasonable purpose is to facilitate the unauthorised removal or circumvention of such TPM.
4. Limited warranty
4.1 We warrant that:
(a) the Software will, when properly used, perform substantially in accordance with the functions described in the Documentation; and
(b) the Documentation correctly describes the operation of the Software in all material respects,
for a period of 90 days from the date of purchase of the Device (Warranty Period).
4.2 If, within the Warranty Period, you notify the Licensor in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Documentation, we will, at our sole option, either repair or replace the Software, provided that you make available all the information that may be necessary to assist us in resolving the defect or fault, including sufficient information to enable us to recreate the defect or fault.
4.3 The warranty does not apply:
(a) if the defect or fault in the Software results from you having amended the Software; or
(b) if the defect or fault in the Software results from you having used the Software in contravention of the terms of this Licence.
4.4 If you are a consumer, this warranty is in addition to your legal rights in relation to Software that is faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.
4.5 You acknowledge that the Software may not be free of errors or bugs and you agree that the existence of any minor errors shall not constitute a breach of this Licence.
5. Limitation of liability
5.1 You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.
5.2 If you are a consumer, we only supply the Software and Documentation for domestic and private use. You agree not to use the Software and Documentation for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
5.3 We are only responsible for loss or damage you suffer that is a foreseeable result of our breach of this Licence or our negligence up to the amount specified in condition 5.4, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we granted you the Licence.
5.4 Our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the amount paid by you to us for the Device. This does not apply to the types of loss set out in condition 5.5.
5.5 Nothing in this Licence shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any other liability that cannot be excluded or limited by English law.
6.1 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service on you of written notice requiring you to do so.
6.2 Upon termination for any reason:
(a) all rights granted to you under this Licence shall cease;
(b) you must cease all activities authorised by this Licence; and
(c) we shall be entitled to remotely delete the software from the Device.
7. Communications between us
7.1 If you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by e-mail or by pre-paid post to MonitorGO Limited at The Media Centre, 7 Northumberland Street, Huddersfield HD1 1RL or email@example.com. We will confirm receipt of this by contacting you in writing, normally by e-mail.
7.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order for the Device.
8. Other important terms
8.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
8.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
8.3 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
8.4 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
8.5 This Licence, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.