Software licence

MYPOS Connect Software licence

Identivue Limited, a company registered in the United Kingdom under registration number 04260598 whose registered office is at 41b Beach Road, Littlehampton, West Sussex, United Kingdom, BN17 5JA (the “Licensor”, “us”, “we”, “our”) own the intellectual property rights (including but not limited to copyright and database rights) subsisting in or used in connection with the enclosed software including all documentation and manuals and all other copies which you are authorised to make by this agreement (the “Software”).  It is unlawful to load the Software onto a computer without a licence. We are willing to license the software to you only on the condition that you accept all the terms contained in this Licence Agreement by opening this packaging.  Please read this Licence Agreement carefully before using the software.

By using the software you agree to be bound by the terms of this Licence Agreement.  If you do not agree with these terms and conditions the Licensor is unwilling to license the software to you, and you should not open this packaging. In such case you should, within thirty (30) days of purchase, cease all use of the product and along with proof of purchase contact us for any refund.

1.           Licence

In consideration of your agreement to the terms of this Licence Agreement, the Licensor grants you (the individual or entity whose name and address appears in the registration details in the MYPOS software database) a perpetual, non-exclusive right to use the Software in accordance with Clause2 below.  This licence is personal to you as the purchaser of the Software and is for your benefit only.

2.           Permitted Use

As purchaser of an authorised copy of the Software, you may, subject to the following conditions:

2.1         use the Software in connection with one computer. If you wish to use the Software on more than one computer, you must obtain a separate licence for another copy of this Software;

2.2         load the Software into and use it on one computer (of the type identified on the package) which is under your control;

2.3         transfer the Software from one computer to another provided that the Software is installed and used on a maximum of one computer at a time;

2.4         copy the Software for back-up and archival purposes and make up to one copy of the documentation (if any) accompanying the Software, provided that the original and each copy is kept in your possession and labelled and that your installation and use of the software does not exceed that allowed by this Agreement;  

3.           Restrictions on Use

You may not nor permit others to:

3.1         load the Software into more than one computer at the same time.  If you wish to transfer the Software from one computer to another and have already reached the limit set out above, you must erase the Software from the first computer before you install it onto another computer;

3.2         sub-license, assign, rent, lease or transfer the licence or the Software or make or distribute copies of the Software except as permitted by this Agreement;  

3.3         translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Software except as permitted by law;  

3.4         make copies of the Software, in whole or part, except for back-up or archival purposes as permitted in this Licence Agreement;  

3.5         use any back-up copy of the Software for any purpose other than to replace the original copy in the event that it is destroyed or becomes defective;  

3.6         copy the written materials (except as provided by this Agreement) accompanying the Software;

3.7         adapt, modify, delete or translate the written material accompanying the Software in any way for any purpose whatsoever;  

3.8         vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Software.

4.           Undertakings

You undertake to:

4.1         ensure that, where relevant, prior to use of the Software by your employees or agents, all such parties are notified of this licence and the terms of this Agreement;

4.2         reproduce and include our copyright notice (or such other party's copyright notice as specified on the Software) on all and any copies of the Software, including any partial copies of the Software;  

4.3         hold all drawings, specifications, data (including object and source codes), software listings and all other information relating to the Software, confidential and not at any time, during this licence or after its expiry, disclose the same, whether directly or indirectly, to any third party without our consent.

5.           Title

As licensee you own only the physical media on which the Software is stored. You may retain the media on termination of this Agreement provided the Software is erased.  We shall at all times retain ownership of the Software.

6.           Warranty

6.1         Subject to sub-Clause 6.2, we warrant that for a period of sixty (60) from the date of your purchase of the Software (the “Warranty Period”):

6.2         The media on which the Software is distributed will be free from defects under normal use. If the distribution media fails to conform to this warranty, you may, as your sole and exclusive remedy, obtain (at our option) replacement installation media free of charge or be provided with a URL from which to download the Software, or be given a full refund if you return the defective media to us or to your supplier during the warranty period with a dated proof of purchase.  

6.3         The copy of the Software in this package will materially conform to the documentation that accompanies the Software.  If the Software fails to operate in accordance with this warranty, you may, as your sole and exclusive remedy, return all of the Software and the documentation to us or to your supplier during the warranty period, along with dated proof of purchase, specifying the problem, and we will provide you with full refund.

6.4         We shall not be liable under the warranties given in sub-Clause 6.1 above if the installation media or 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 us or caused by any abuse, corruption or incorrect use of the media or Software, including use of the Software with equipment or other software which is incompatible.

7.           Disclaimer

We do not warrant that this Software will meet your requirements or that its operation will be uninterrupted or error free. We exclude and expressly disclaim all express and implied warranties or conditions not stated in this Agreement (including without limitation, loss of profits, loss or corruption of data, business interruption or loss of contracts), so far as such exclusion or disclaimer is permitted under the applicable law. This Agreement does not affect your statutory rights.

8.           Liability

8.1         Our liability to you for any losses shall not exceed the amount you originally paid for the Software.  

8.2         In no event will we be liable to you for any indirect or consequential damages, or loss of profit, even if we have been advised of the possibility of such damages. In particular, we accept no liability for any programs or data made or stored with the Software nor for the costs of recovering or replacing such programs or data.  

8.3         Nothing in this Agreement limits liability for fraudulent misrepresentation or our liability to you in the event of death or personal injury resulting from our negligence.

8.4         You acknowledge and agree that the limitations contained in this Clause 8 are reasonable in the light of all the circumstances.

9.           Termination

9.1         The Agreement and the licence granted to use the Software automatically terminates if you:

9.1.1     fail to comply with any provisions of this Licence Agreement;  

9.1.2 fail to keep your account with us in good standing, which is defined as any outstanding balance not paid within the terms offered on the invoice. Termination for non payment can be controlled by remote software lock at our discretion

9.1.3     destroy the copies of the Software in your possession;

9.1.4     voluntarily return the Software to us.  

9.2         In the event of termination in accordance with sub-Clause 9.1 you must destroy or delete all copies of the Software from all installation media in your control.

10.        No Waiver

No failure or delay by us in exercising any of our rights under this Licence Agreement shall be deemed to be a waiver of that right, and no waiver by us of a breach of any provision of this Licence Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

11.        Assignment

This Licence Agreement is personal to you.  You may not assign, sub-licence or otherwise delegate any of your rights hereunder without our prior written consent.

12.        Entire Agreement

12.1      This Agreement contains the entire agreement between us, the Licensor, and you with respect to its subject matter.

12.2      You acknowledge that, in entering into this Licence Agreement, you do not rely on any representation, warranty or other provision except as expressly provided in this Licence Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

13.        Severance

In the event that one or more of the provisions of this Licence Agreement is found to be unlawful, invalid or otherwise unenforceable, that /those provision(s) shall be deemed severed from the remainder of this Licence Agreement.  The remainder of this Licence Agreement shall be valid and enforceable.

14.        Law and Jurisdiction

14.1      This Licence Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

14.2      Any dispute, controversy, proceedings or claim relating to this Licence Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

15.        Software Licence Registration

The company table in the MYPOS database of the software has recorded the company that may use this licence. This can be seen on your MYPOS Portal by viewing any store under https://portal.myposconnect.com/stores/list

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