PLEASE READ CAREFULLY BEFORE ACCESSING ANY SERVICES OR DOWNLOADING ANY SOFTWARE PROVIDED BY CLEAR SKIES LTD:
This licence agreement (“Licence”) is a legal agreement between you (“Licensee”, “you”, “your”) and CLEAR SKIES LIMITED (“Licensor”, “us”, “we”, “our”) for:
- The Licensor’s “Papermill Alarm” browser extension services purchased by you and any data and results supplied with the services (“Services”).
- Any online software applications provided as part of the Services (“Software”).
- Any online documents provided as part of the Services (“Documents”).
We license use of the Services, Software and Documents to you on the basis of this Licence. We do not sell the Services, Software or Documents to you. We, or our licensors, remain the owners of the Services, Software and Documents at all times.
IMPORTANT NOTICE TO ALL USERS:
- BY USING, OR SUBSCRIBING TO THIS API YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 4.
- IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MUST NOT SUBSCRIBE TO THE API AND YOU MAY NOT DOWNLOAD, STREAM OR ACCESS THESE SERVICES, SOFTWARE OR DOCUMENTS.
You should print a copy of this Licence for future reference.
1. LICENCE
1.1 The following defined terms are used in this Licence:
(a) Authorised Users means the employees, agents and independent contractors of you, your subsidiaries and affiliates, who you authorise to use the Services, the Software and the Documents.
(b) Good Industry Practice means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the Licensee’s industry or business sector
(c) Licensee Data means the data inputted by or on behalf of you, for the purpose of using or facilitating your use of the Services, Software or Documents and any data generated by, or derived from your use of the Services, Software or Documents, whether hosted or stored within the Services, Software or Documents or elsewhere.
(d) Viruses means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
(e) Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
1.2 In consideration of payment by you of the agreed licence fee and you agreeing to abide by the terms of this Licence, we grant to you for the duration of your subscription a limited, non-exclusive, non-transferable, revocable licence, without the right to sublicense, to access and use the Services (and the Software and the Documents in connection with the Services) on the terms of this Licence, solely for your internal business operations.
1.3 You shall:
(a) provide the Licensor with:
(i) all necessary co-operation in relation to this Licence; and
(ii) all necessary access to such information as may be required by the Licensor,
to the extent required to provide the Services, Software and Documents including but not limited to Licensee Data, security access information and configuration services; and
(b) without affecting your other obligations under this Licence, comply with all applicable laws and regulations with respect to your activities under this Licence.
1.4 You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Licensee Data. You hereby license us to use the Licensee Data for:
(a) the proper performance of the Services, including the provision of the Software and the Documents;
(b) the purposes set out in our Privacy Notice as described in condition 8. and
(d) all other purposes relevant to the proper exercise of our rights and obligations under this Licence.
(a) you shall supervise and control use of the Services, Software and Documents and ensure they are used by your employees and representatives only in accordance with the terms of this Licence; and
(b) you shall comply with all applicable technology control or export laws and regulations.
2. RESTRICTIONS
2.1 Except as expressly set out in this Licence or as permitted by any local law which is incapable of exclusion by agreement between the parties, you shall not:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, Services and/or Documents (as applicable) in any form or media or by any means;
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or Services;
(c) access all or any part of the Services, Software or Documents to build a product or service which competes with the Services, Software or the Documents;
(d) use the Services, Software or Documents to provide services to third parties;
(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, Software or Documents available to any third party except the Authorised Users; or
(f) attempt to obtain, or assist third parties in obtaining, access to the Services, Software or Documents, other than as provided under this Licence.
2.2 You shall not use the Services to:
(a) distribute or transmit to the Licensor any Viruses or Vulnerability and shall implement procedures in line with Good Industry Practice to prevent such distribution or transmission;
(b) store, access, publish, disseminate, distribute or transmit any material which:
(i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(ii) facilitates illegal activity;
(iii) depicts sexually explicit images;
(iv) promotes unlawful violence;
(v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(vi) is otherwise illegal or causes damage or injury to any person or property,
and we reserve the right, on no less than thirty (30) days’ prior written notice to you, such notice specifying the breach of this condition and requiring it to be remedied within the thirty (30) day period, to disable your access to the Services, Software and Documents for the duration of time that the breach remains unremedied or terminate this Licence and your access to the Services, Software and Documents in accordance with condition 5.1.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 You acknowledge that all intellectual property rights in the Services, Software and Documents anywhere in the world belong to us or our licensors, that rights in the Services, Software and Documents are licensed (not sold) to you, and that you have no rights in, or to, the Services, Software or the Documents other than the right to use them for the duration of your subscription in accordance with the terms of this Licence.
3.2 You acknowledge that you have no right to have access to any Software in source code form.
4 LIMITATION OF LIABILITY
4.1 You accept sole responsibility for the selection and use of the Services to achieve your intended results and acknowledge that the Services, Software and Documents have not been developed or designed to meet or support any individual requirements you have.
4.2 You assume sole responsibility for, and the Licensor shall not be liable to you (whether such liability arises in contract, tort (including negligence), misrepresentation, breach of any duty (including strict liability) or otherwise) for, any results obtained from the use of the Services, Software and Documents by you, and for conclusions drawn from such use.
4.3 The Services, Software and Documents are provided to you on an “as is” basis.
4.4 We only supply the Services, Software and Documents for internal use by your business, and you agree not to use the Services, Software or Documents for any resale purposes.
4.5 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), misrepresentation, breach of any duty (including strict liability), or otherwise, arising under or in connection with the Licence for:
- loss of profits, sales, business, or revenue;
- loss of agreements or contracts;
- loss of business opportunity;
- business interruption;
- loss of or damage to goodwill or reputation,
- loss of anticipated savings;
- wasted expenditure;
- loss of use or corruption of software, data or information; and
(i) any special, indirect or consequential loss, damage, charges or expenses.
4.6 Other than with respect to the losses set out in condition 4.5 (for which we are not liable) our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence), breach of any duty (including strict liability) or otherwise, and even if foreseeable by the parties, shall in all circumstances be limited to the fees paid by the Licensee to the Licensor in the 12 months preceding the claim. This maximum cap does not apply to condition 4.7.
4.7 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; or
(c) any other liability that cannot be excluded or limited by English law.
4.8 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Services, Software and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Services, Software and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
5. TERMINATION
5.1 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 of written notice requiring you to do so.
5.2 On termination for any reason:
(a) all rights granted to you under this Licence shall cease;
(b) you must immediately cease all activities authorised by this Licence, including the use of the Services, Software and Documents; and
(c) you must immediately and permanently delete or disable interfaces to the Services from all computer equipment in your possession, and immediately destroy, delete or return to us (at our option) all copies of the Documents and Software then in your possession, custody or control and, in the case of destruction or deletion, certify to us that you have done so.
6. COMMUNICATIONS BETWEEN US
6.1 We may update the terms of this Licence at any time on notice to you in accordance with this condition 6. Your continued use of the Services, Software and Documents following the deemed receipt and service of the notice under condition 6.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Services, Software and Documents on the deemed receipt and service of the notice.
6.2 If we have to contact you, we will do so by email or by pre-paid post to the address you provided in accordance with your registration for the Services.
6.3 Any notice:
(a) given by us to you will be deemed received and properly served forty-eight (48) hours after it is first posted on our website; or forty-eight (48) hours after an email is sent by us to you; and
(b) given by you to us will be deemed received and properly served forty-eight (48) hours after an email is sent by you to us,.
6.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.
7. EVENTS OUTSIDE OUR CONTROL
7.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 7.2.
7.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation any failure of public or private telecommunications networks and/or a failure of any other third-party services used by the Licensor to assist it in providing the Services.
7.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
(a) our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
(b) we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.
8. HOW WE MAY USE YOUR PERSONAL INFORMATION
8.1 Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Services, Software and the Documents and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in https://clear-skies.co.uk/privacy-policy (Privacy Notice) and it is important that you read that information.
9. OTHER IMPORTANT TERMS
9.1 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.
9.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
9.3 This Licence and any document expressly referred to in it constitutes the entire agreement between us in relation to the Services and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.
9.4 You acknowledge that in entering into this Licence you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence.
9.5 You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it.
9.6 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
9.7 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
9.8 No purported variation of this Licence shall be valid unless it is in writing and signed by or on behalf of each party.
9.9 Nothing in this Licence is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute a party the agent of the other party, or authorise a party to make or enter into any commitments for or on behalf of the other party.
9.10 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.
9.11 No term of this Licence is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
9.12 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. The parties irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.