Terms and Conditions
HAMILLROAD TERMS AND CONDITIONS
IN ORDER TO INSTALL ANY PART OF THE SOFTWARE OF HAMILLROAD LIMITED (“HAMILLROAD”), AS DEFINED BELOW, YOU MUST FIRST ACCEPT THESE TERMS AND CONDITIONS (“TERMS AND CONDITIONS”). BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU ARE DEEMED TO HAVE ACCEPTED ALL OF THESE TERMS AND CONDITIONS.
YOU AGREE THAT THESE TERMS AND CONDITIONS ARE ENFORCEABLE AS WITH ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE THEN DO NOT INSTALL OR USE ANY PART OF THE SOFTWARE. BY INSTALLING THE SOFTWARE YOU ACCEPT THAT THESE TERMS AND CONDITIONS APPLY TO YOU.
HAMILLROAD MAY MODIFY THESE TERMS AND CONDITIONS AT ANY TIME. BY INSTALLING ANY UPDATED VERSION OF THE SOFTWARE WHICH MAY BE MADE AVAILABLE YOU ACCEPT THAT SUCH MODIFIED TERMS APPLY TO THOSE UPDATES.
1 DEFINITIONS1.1 In these Terms and Conditions:
1.1.2 “Licence Fee” means the fees payable by you to Hamillroad for a Licence.
1.1.3 “Software” means any software program purchased for or by you from the Website including documentation, updates, modified versions and copies of such software.
1.1.4 “Website” means http://www.store.hamillroad.com/
2.1 In return for your agreeing to comply with these Terms and Conditions, and your payment of the Licence Fee, Hamillroad grants you:
2.1.1 a non-exclusive, non-transferable licence to install and use the Software for your internal commercial use by downloading a copy of the Software from the Website onto a single device of your choosing which complies with the minimum specification as defined on the Website (a “Suitable Device”).
2.1.2 permission to download a copy of the Software onto one single Suitable Device at a time during the term of the licence and to view, use and display the Software on such device for your internal business purposes only. You acknowledge that if Hamillroad has any reason to believe that you have downloaded or installed the Software on more than one single Suitable Device, Hamillroad reserves the right to query this with you and if considered necessary in Hamillroad’s reasonable opinion, suspend your use of the Software until such query has been resolved;
2.1.3 use of any documentation to support your permitted use of the Software, provided to you by Hamillroad as part of the Software; and
2.1.4 the right to receive and use any free supplementary software code or update of the Software incorporating patches and corrections of errors as Hamillroad may provide from time to time. You acknowledge that in accordance with Hamillroad’s supported version policy, so that Hamillroad may provide you with any agreed support services agreed between you and Hamillroad in writing, Hamillroad may require you to update the Software if you are not using the most up to date version of the Software as already made available to you by Hamillroad.
2.2 You acknowledge that the Software may feature coding to track your compliance with these Terms and Conditions and Hamillroad reserves the right to implement reduced functionality of the Software in the event that such coding identifies your breach of these Terms and Conditions.
3 INTELLECTUAL PROPERTY RIGHTS
3.1 All intellectual property rights in the Software throughout the world belong to us, or to our licensors, and the rights in the Software are licensed but not sold to you. You have no intellectual property rights in or to the Software other than the right to use it in accordance with these Terms and Conditions.
3.2 You may not reproduce, publish, transmit, modify, create derivative works from, or publicly display the Software or any part of it. Copying or storing or using the Software other than as permitted in this document is expressly prohibited unless you obtain prior written permission from Hamillroad.
4 LICENCE RESTRICTIONS
4.1 You are expressly prohibited from using the Software for any unlawful purpose.
4.2 Save for where expressly allowed under these Terms and Conditions, your use of the Software or any part therof shall be subject to the following restrictions. You must:
4.2.1 only authenticate the Software in accordance with the procedure set out in the Software’s user documentation, as provided to you by Hamillroad from time to time;
4.2.2 not rent, lease, sub-licence, distribute, offer for sale or otherwise transfer the Software or any part thereof or allow it to be copied except as expressly permitted by these Terms and Conditions. Unless permitted by law, you may not modify, reverse engineer, decompile or disassemble the Software or use any of the confidential information of Hamillroad contained in or derived from the Software to develop or market any software which is substantially similar in its function or expression to any part of the Software;
4.2.3 not misuse the Software or Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful;
4.2.4 not attempt to gain unauthorised access to the Software, the Website, the server on which the Software or the Website is stored or any server, computer or database connected to the Software or the Website;
4.2.5 treat the source code of the Software as Hamillroad’s confidential information;
4.2.6 comply at all times with any additional restrictions placed on your use of the Software;
4.2.7 install and use the Software only on a single Suitable Device for which your Licence is valid; and
4.2.8 not copy the Software.
5.1 During the term of these Terms and Conditions neither Hamillroad nor you shall disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 2.
5.2 Each party may disclose the other party's confidential information:
5.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with these Terms and Conditions. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 5; and
5.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
5.3 Neither party shall use the other's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms and Conditions.
6 DATA PROTECTION
7 LIMITED WARRANTY
7.1 Hamillroad warrants to the original licensee that the Software will perform substantially in accordance with any documentation provided for it for 90 days from the date of purchase of a Licence (the “Warranty Period”) when used in compliance with these Terms and Conditions.
7.2 The limited performance warranty set out in clause 7.1 applies only if any problem is reported in writing to Hamillroad during the Warranty Period. It is void if the failure of the Software is the result of use other than in accordance with these Terms and Conditions and associated documentation on the Website, accident, abuse, misapplication or inappropriate use of the Software or use not meeting the requirements specified in accordance with clause 2.1.1.
7.3 In the event that a problem is reported in writing to Hamillroad during the Warranty Period, your sole and exclusive remedy will be for Hamillroad, at its sole discretion, either to:
7.3.1 replace the Software; or
7.3.2 refund to you such an amount as is equal to the Licence Fee.
8 LIMITATION ON LIABILITY
8.1 EXCEPT FOR THE EXPRESS WARRANTIES GIVEN IN THESE TERMS AND CONDITIONS, TO THE EXTENT PERMITTED BY LAW, HAMILLROAD DISCLAIMS ALL WARRANTIES CONDITIONS OR REPRESENTATIONS ON THE SOFTWARE AND/OR SERVICES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND FITNESS FOR PARTICULAR PURPOSE.
8.2 TO THE EXTENT PERMITTED BY LAW HAMILLROAD SHALL NOT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL INDIRECT OR INCIDENTAL LOSS, COSTS OR DAMAGES WHATSOEVER INCLUDING LOST PROFITS OR SAVINGS ARISING FROM THE SERVICES, THE USE OF THE SOFTWARE, RELIANCE ON THE DATA PRODUCED OR INABILITY TO USE THE SOFTWARE, OR HAMILLROAD’S NEGLIGENCE (INCLUDING LOSS OR DAMAGE TO YOUR (OR ANY OTHER PERSON'S) DATA OR COMPUTER PROGRAMS) EVEN IF HAMILLROAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HAMILLROAD’S LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY.
8.3 NOTHING IN THESE TERMS AND CONDITIONS LIMITS LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM A PARTY'S NEGLIGENCE OR FROM FRAUDULENT MISREPRESENTATION ON THE PART OF A PARTY.
9 EXPORT CONTROL
The United States and other countries control the export of Software and information. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export or re-export of the Software, and agree to comply with such restrictions and not to export or re-export the Software where this is prohibited. By downloading the Software, you are agreeing that you are not a person or entity to which such export is prohibited. Hamillroad is a Limited company registered in England and Wales.
10 TERM AND TERMINATION
10.1 These Terms and Conditions shall persist, unless terminated as provided for in this clause 10, for the subscription period of your Licence set out in your order confirmation and these Terms and Conditions ,as updated from time to time, will govern any renewal of your subscription for a Licence with Hamillroad.
10.2 Hamillroad is entitled to terminate these Terms and Conditions and the Licence(s) herein immediately by e-mail notice to you, if it reasonably believes that you have breached any of its material terms.
10.3 Upon any such termination or expiration of these Terms and Conditions or the Licence(s) herein, you must immediately cease using the Software and you must delete and destroy all copies of the Software in your possession and control and overwrite any electronic memory or storage locations containing the Software and we may remotely access your devices and remove the Software from them.
11 GENERAL TERMS
11.1 You may not assign, subcontract, sublicense or otherwise transfer any of your rights or obligations under these Terms and Conditions. Hamillroad may assign all or part of the benefits or all or part of its obligations under these Terms and Conditions to any affiliated company.
11.2 These Terms and Conditions constitute the entire agreement between you and Hamillroad in relation to the provision of the Software.
11.3 If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions which shall remain in full force and effect.
11.4 Despite anything else contained in these Terms and Conditions neither party will be liable for any delay in performing its obligations under it if that delay is caused by circumstances beyond its reasonable control (including, without limitation, any delay caused by an act or omission of the other party) and the party affected will be entitled to a reasonable extension of time for the performance of its obligations.
11.5 The rights and remedies provided under these Terms and Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
11.6 No waiver of any of these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term.
11.7 No one other than a party to these Terms and Conditions shall have any right to enforce any of its terms.
11.8 These Terms and Conditions and any disputes or claims arising out of or in connection with it or its subject matter or formation, including non-contractual disputes or claims, are governed by and construed in accordance with the laws of England and Wales.
11.9 The parties to these Terms and Conditions irrevocably agree that the courts of England have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with these Terms and Conditions, its subject matter or its formation (including non-contractual disputes or claims).