To print these terms and conditions, please print this page. Once registered, a copy of these will be available in your account page.
FORM OF AGREEMENT
Xodus Group Ltd
50 Huntly Street
Address as supplied
Type of License:
Product(s); Hawxeye Multiline Screening (Online Tool)
Type(s); Read and write access with limited saving options
A. The User wishes to acquire a licence(s) to use the Software (as described above) from time to time in accordance with the terms of this Agreement.
B. The Supplier wishes to provide license(s) to use the Software to the User all in accordance with the terms of this Agreement.
Term of Agreement
This effective period of this Agreement is 3 months from the date it was agreed.
TERMS AND CONDITIONS OF USE
1. Grant of Licence
1.1 Subject to the User completing the online registration process, the Supplier hereby grants the User subject to the terms of this Agreement a non-exclusive non-transferable licence to use, for internal business purposes only, the Software for the effective period of this Agreement. This is a licence for individuals employed by the User or nominated by the User (including Third Parties) to use the Software.
1.2 Each individual of the User must have a unique login to access the Software. There is no limit to the number of representatives of the User who can have a login but each person should only use the Software under their own specific login. Additional logins may be requested at any time by the User.
1.4 The License does not confer on the User any ownership rights or copyright in the Software.
1.5 Supplier reserves the right to monitor Users use of the Software including for example how long an individual is logged in for at any given time, how frequently they log in, what they log in to do etc. User expressly accepts that its use of the Software may be monitored by the Supplier. The Supplier may also advertise within the Software and send information to all individuals of the User who have a login. Individuals may opt out of being sent information from within the Software.
1.6 The User has limited options to save within each login access. Anytime an individual saves a piece of work within their login area the previously saved piece of work will be overwritten. There is no option to save multiple pieces of work. If the User requires multiple pieces of work to be saved in the database the User may request a paid License from the Supplier.
2.1 Each individual with login access must effect and maintain adequate measures to safeguard the Software from access or use by any other person.
3.1 The Software is provided “as is” without warranty of merchantability or fitness for purpose.
3.2 The Software should not be used as a substitute for sound engineering judgment. The Supplier shall not be liable for the results obtained through the use of the Software.
3.3 Supplier makes no warranty with respect to Software that has been altered or used by the User other than in accordance with the terms of this Agreement.
3.4 To the maximum extent permitted by law, the warranties in this Clause 3 are in lieu of and exclude all warranties, conditions, representations, indemnities and guarantees whether express or implied and whether arising by statute, common law or custom.
4.1 The User shall make no alteration or modification to the whole or any part of the Software nor de-compile or disassemble the object code version of the Software nor attempt to do any such thing, except to the extent that such cannot be precluded by section 296A of the Copyright, Designs and Patents Act 1988.
4.2 The User is not entitled to assign or sub licence to any Third Party any of its rights or obligations under this Agreement without the Supplier’s prior written consent.
4.3 The Software may be used by anyone employed on the Users primary business (including contractors and consultants and including external access to Third Parties) subject to each individual being issued with login credentials by the Supplier. The Users data and information stored, used and created in the Software remains the property of the User.
5.1 The Supplier is under no obligation to provide services in relation to the Software. Copyright and all other intellectual property rights in the Software and any supporting documentation shall remain at all times the property of the Supplier or his licensor and the User shall acquire no rights in any such material. The User has no rights to have access to the Software in source code form or in unlocked coding or with comments.
6.1 The Supplier’s maximum liability to the User in contract, tort (including negligence), misrepresentation or other arising out of or in connection with the Software shall be limited to the aggregate of all sums paid by the User under the initial term of this Agreement as described in Section I: Form of Agreement. This clause shall be subject to the “Consequential Loss” Clause below.
7. Consequential Loss
7.1 Notwithstanding anything to the Contrary in this Agreement, the User shall, irrespective of any negligence, default or breach of duty (whether statutory or otherwise) of the Supplier, be responsible for and shall indemnify, hold harmless, defend and release the Supplier from and against any claim arising in respect of Consequential Loss of the User.
7.2 Consequential Loss shall mean:
i) consequential and indirect loss under English law; and
ii) loss and/or deferral of production, loss of product, loss of use, loss of revenue, profit, or anticipated profit (if any), in each case whether direct or indirect to the extent that these are not included in (i), and whether or not foreseeable at the effective date of this Agreement.
8.1 The User acknowledges that the Software contains copyright, commercially sensitive information and confidential information developed by the Supplier. User agrees that it will act in accordance with the Suppliers right to and ownership of all copyright and commercially sensitive information embodied in the software and will not in any way harm such intellectual property rights.
8.2 User agrees to keep in confidence, and prevent any unauthorized use, reproduction, publication, or distribution and not to permit any third party access to the Software except as permitted under the terms of this Agreement. User shall ensure that all employees or nominated persons who have access to the Software are advised of the obligations of confidentiality with respect thereto.
9.1 If User receives a notice of claim that its use of the Software infringes the registered Intellectual property rights of a third party, User shall inform the Supplier as soon as it receives such notice. Supplier shall have the right to defend and settle any such claim and User will cooperate in the defence of such claim.
9.2 Provided the User has not used the Software other than in accordance with the terms of this Agreement, Supplier will bear all costs in connection with such defence.
10.1 The Supplier may terminate the Agreement if the User is in default and the default is not remedied within a reasonable time following notice from the Supplier of the default.
10.2 Upon termination the User will no longer be able to login to use the Software. Login access will be terminated by the Supplier.
10.3 The terms of this Agreement which by their nature would be intended to be applicable following termination, specifically, without limitation, obligations of confidentiality shall survive termination.
11. Import / Export Restrictions
11.1 User agrees to comply with all applicable import, export control and sanction laws, regulations and orders as they may be amended from time to time, including without limitation those of the United Kingdom and the United States.
12.1 This Agreement supersedes any and all supplemental and conflicting terms and conditions submitted by User. Any other terms which are submitted by User shall have no effect unless otherwise expressly agreed to in writing and signed by both User and Supplier.
12.2 If any part, term or provision of this Agreement not being of a fundamental nature is held illegal or unenforceable the validity or enforceability of the remainder of this Agreement shall not be affected.
12.3 Failure to enforce any term of this Agreement will not affect the right to subsequently require performance; nor will a waiver by either party of a breach of this Agreement constitute a waiver of any subsequent breach of this Agreement.
12.4 Signed copies of this Agreement provided electronically will be deemed binding to the same extent as original documents.
12.5 This Agreement may be amended only in writing signed by both parties.
13. Governing Law
13.1 This Agreement shall be governed by and construed and interpreted in the accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.
By ticking this box, User confirms they have had the opportunity to review and unconditionally accepts the terms and conditions of use of the Software