License Agreement

This license agreement ("Agreement") is a legal agreement between you (either an individual or an entity, "You", or "Your") and Apantic Limited ("We", "Our", "Us", "Apantic", or "The Company") for the use of any software purchased from Us ("Product") and any services that may be provided by Us ("Services"). We reserve the right to modify the terms of this Agreement at any time.

By purchasing the Product (or authorizing any other person to do so) You warrant that you are capable of entering into a binding legal agreement, that You have read and understand this Agreement and that You accept its terms and conditions. You acknowledge that this Agreement constitutes the complete statement of the agreement between You and Apantic Limited.

1. Grant and Scope of License

Subject to the terms and conditions of this Agreement and the payment by You of the applicable fee for the Product, We grant you a limited, non-exclusive, worldwide license to install, download and use a single instance of the Product ("License") through a single installation. Each License may run one instance of the Product, accessible via only one URL. Any attempt to bypass this limitation will result in the License being revoked.

Before deploying the Product you must activate your License ("Activate") at the Products section on Our website. This URL must be kept up to date with every change to where the Product is installed. The Product may only be installed on the website accessible by this URL. With each Product, you may create a single additional test installation. Any installation of this kind must be password protected, and access limited to You and Your website staff. This additional test installation may not be used in production use, and may not be publicly accessible.

2. Rights

This Product is licensed to You for use only under the terms and conditions of the License. You acknowledge that all intellectual property rights, copyrights and trademarks in the Product belong to Us, that the rights associated with the License are licensed (not sold) to You, and that You have no rights in, or to, the Product other than to use them in accordance with the terms of this Agreement. You agree that We may list you as a customer of the Product or Service in a public portfolio ("Portfolio") if you hold or have held a License, active or not; you give Us rights to use Your branding (such as a logo or avatar) and display it in this Portfolio.

All installations of the Product must contain the same notices that appear on and in the Product, which must remain unaltered and must remain visible at all times, unless a specific agreement is in arrangement prior with Us. This includes, but is not limited to, any copyright or attribution notices present.

3. Restrictions

This license is granted to You alone. You may not redistribute the Product in whole or in part. You may not rent, least, sub-license, sell, assign, pledge, transfer, or otherwise dispose of the Product in any form, on a temporary or permanent basis, without the prior written consent of The Company.

You are solely responsible for managing content posted in your installation of the Product ("Your Content"). The Company shall have no liability or responsibility in respect of Your Content including, but not limited to, its accuracy or lawfulness.

You are solely responsible for ensuring that Your Content and Your use of the Product complies with all legislation and regulations applicable. You may not use the Product to engage in any activity that would violate the rights of any third parties. You also may not use the Product to engage in any illegal activity. You hereby agree to indemnify Us from any loss or damage arising from Your breach of this provision.

4. Termination

The License for the Product is effective until terminated. You may terminate the License at any time by uninstalling the Product and destroying all copies of the Product, and then contacting The Company to have the license terminated.

We reserve the right to revoke Your License to use the Product, in full or in part (e.g. restrict support and updates, described in Section 6), should any of the terms of this Agreement be violated.

5. Customer Data

It is Your responsibility to ensure that you provide Us with accurate, complete and current contact information. It is also Your responsibility to keep this information up to date at all times. Failure to do so may result in Your inability to access updates and Services, and may result in termination your License at the discretion of The Company.

You must keep Your credentials with access to Our Company's Products system confidential and secure.

6. Support

For the initial twelve months of the License ("Initial Period"), which shall commence upon payment by You of the applicable License fee, We shall provide You with support to respond to any problems ("Support") that You experience with the Product which result in the Product not complying with its description as available on Our website ("Problems"). Such Support and all software updates ("Updates") are included with the initial License fee for the Initial Period. Additional payments to extend the duration of the Support and Updates provided by Us ("Extended Duration", "Additional Payment") will be required to receive further access to Support and Updates after the Initial Period.

You may receive Support through Our website or through email, and We will reasonably attempt to support you to respond to any Problems you may be experiencing. To avoid confusion, We do not warrant that we can provide resolution to Problems in an individual basis. Resolution to these Problems may be provided in a future Update.

7. Transfer of License

The Product may be permanently transferred by the original licensee to a third party ("Subsequent Licensee"). The original licensee may not retain a copy or installation of the Product. The Subsequent Licensee must agree to the terms of this Agreement. Either party may need to pay a fee ("Transfer Fee"), which is specific to each Product. In addition to the Transfer Fee, the original licensee will be required to pay a renewal fee to extend the duration of Support and Updates, regardless of whether or not the License's Initial Period or Extended Duration remains. A License can only be transferred once. The Subsequent Licensee will not be able to transfer the License.

8. Optional Extras and Services

Optional Extras and Services associated with a License ("Extras") may have additional requirements, therefore it is Your responsibility to ensure they are met before purchasing.

You may only use these Extras or claim Service upon these Extras within their associated License. If the Extras purchase becomes invalid (such as through refund or cancellation, etc.) you must immediately uninstall the Extras and delete all associated files as necessary.

Services associated with these Extras may only have one use ("Limited Use") and therefore after the Service has been performed any additional Service of the same nature will require an additional fee.

Add-ons may not be separately transferred between any License(s) You may own to a third party. When a License is transferred to a Subsequent Licensee, all Extras associated with the License are also transferred.

Access to Support and Updates for Extras is dependent on the associated License having access to Support and Updates.

The License's Additional Payment fee may be changed with the addition or removal or Extras. Once an Extra is purchased, the Additional Payment fee will always take the Extras into account. To avoid the Extras affecting the Additional Payment fee, You must contact us to cancel the Extras before making the payment for an Extended Duration. No refund will be given if this is not complied with. Should you wish to regain access to the Extras after cancellation, you will need to re-purchase it at the normal fee.

9. Disclaimer of Warranties

This Product is provided on an "AS IS" basis, without any warranty of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose, and non-infringement.

You acknowledge that the Product has not been developed to meet Your individual requirements, and therefore it is Your responsibility to ensure that the Product meets Your individual requirements prior to purchase. You acknowledge that the Product may not be free of bugs or errors, and agree that the existence of bugs and errors shall not constitute a breach of this Agreement. The entirety of the risk as to the results, quality and performance of the Product is with You. We cannot be held responsible for any damage or losses caused as a result of using this Product.

The entirety of the risk as to the results, quality and performance of the Product is with You.

In the event that You are purchasing the Product as a consumer, nothing in this clause shall affect your statutory rights.

10. Limitation of Liability

Our liability for losses suffered by you, arising out of or in connection with this agreement (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall be limited to 100% of the purchase price. We shall not be liable for indirect, incidental, or consequential damages of any kind, including loss of income or profits, loss of goodwill, loss of data, or the like. Nothing in this Agreement shall limit or exclude the liability of either party for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation.

This Agreement sets out the full extent of Your obligations and liabilities in respect of the supply of the Software. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on You except as specifically stated in this Agreement. Any condition, warranty, representation or other term concerning the supply of the Software which might otherwise be implied into, or incorporated in, this Agreement, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Apantic Limited and its officers, directors, agents, and employees from and against any and all demands, claims, losses and liabilities, including reasonable attorney's fees, arising out of or caused by Your or Your visitors’ use of the Software. This obligation shall survive the termination of this Agreement.

12. Cancellation Policy

You have the right to cancellation within 14 days of purchase, without giving any reason. To cancel your order, You must inform us of your decision (we recommend you do this via our support ticket system), and We must be informed before the 14 day period has expired. You cannot cancel your order if the Product or Services have been delivered and You have downloaded, used or otherwise consumed any Product or Services. By cancelling within this period, We will issue a reimbursement within 14 days of receiving notice of your cancellation. This reimbursement will be issued to the same means of payment as You used for the transaction, and You will not incur any fees for such reimbursement.

13. Jurisdiction

This License, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and submitted to the non-exclusive jurisdiction of the English courts. If an English court judges any provision of this Agreement to be invalid, void, or unenforceable, the parties agree that the remaining provisions of this Agreement shall remain valid and enforceable.

Last Updated: 19/11/2017