Data Cartel Licence
The following terms and conditions govern your use of the Digital Content supplied by Sozo Systems Limited.
PLEASE READ CAREFULLY BEFORE DOWNLOADING THE DIGITAL CONTENT FROM THIS WEBSITE:
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Sozo Systems Limited of New Kings Court Tollgate, Chandler’s Ford, Eastleigh, Hampshire, SO53 3LG (Licensor, us or we) for:
- Data Cartel Comic Book & Graphic Novel, (Digital Content).
We license use of the Digital Content to you on the basis of this Licence. We do not sell the Digital Content to you. We remain the owners of the Digital Content at all times.
IMPORTANT NOTICE TO ALL USERS:
BY CLICKING ON THE “ACCEPT” BUTTON BELOW YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU.
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENSE THE DIGITAL CONTENT TO YOU AND YOU MUST DISCONTINUE THE ORDERING PROCESS NOW BY CLICKING ON THE “REJECT” BUTTON BELOW. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE YOU MAY NOT ACCESS OR USE THE DIGITAL CONTENT.
1. GRANT AND SCOPE OF LICENCE
1.1 In consideration of payment by you of the agreed licence fee and you agreeing to abide by the terms of this Licence, we hereby grant to you a non-exclusive, non-transferable licence to use the Digital Content on the terms of this Licence.
1.2 You may:
- download, install and use the Digital Content for your personal purposes on one central processing unit (CPU).
- (b) provided you comply with the provisions in condition 2, make up to 1 copy of the Digital Content for back-up purposes only.
Except as expressly set out in this Licence or as permitted by any local law, you undertake:
- not to copy the Digital Content except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
- not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Digital Content;
- not to make alterations to, or modifications of, the whole or any part of the Digital Content, nor permit the Digital Content or any part of it to be combined with, or become incorporated in, any other programs;
- not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Digital Content nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Digital Content with another software program, and provided that the information obtained by you during such activities:
- is used only for the purpose of achieving inter-operability of the Digital Content with another software program; and
- is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
- is not used to create any Digital Content which is substantially similar to the Digital Content;
- to keep the copy of the Digital Content secure and to maintain accurate and up-to-date records of the location of the copy of the Digital Content;
- to include our copyright notice on the copy you make of the Digital Content on any medium; and
- not to provide or otherwise make available the Digital Content in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us; and
- not to use the Digital Content via any communications network or by means of remote access.
- to comply with all applicable technology control and regulations.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 You acknowledge that all intellectual property rights in the Digital Content anywhere in the world belong to us, that rights in the Digital Content are licensed (not sold) to you, and that you have no rights in, or to, the Digital Content other than the right to use it in accordance with the terms of this Licence.
3.2. You acknowledge that you have no right to have access to the Digital Content in source code form.
4. LIMITED WARRANTY
4.1. The Owner warrants agrees and undertakes with the Licensee that:
- the Owner is free to enter into this Agreement and grant the Licensee the rights granted in it and is not under any disability restriction or prohibition which might prevent the Owner from performing or observing any of the Owner’s obligations under this Agreement;
- to the best of the Owner’s knowledge no part of the Digital Content is obscene, defamatory or offensive to religion or infringes any right of copyright of any third party.
4.2. To the fullest extent permitted by law, the Owner disclaims and excludes any and all liability for loss injury or damage (whether direct or indirect or consequential or incidental or special) arising out of or in connection with the Licensee’s use of the Digital Content including, without limitation, any and all losses incurred by the Licensee or by any third party relating to or resulting from:
- the accuracy, reliability, completeness, suitability, merchantability or fitness for purpose of the Digital Content;
- any reliance upon or use of or actions taken or not taken or decisions made on the basis of anything contained in the Digital Content;
- inability at any time to obtain access to any part of the Digital Content;
- any computer viruses or spyware or malware of any description or any material which might adversely affect the operation of any computer hardware or software or any communications network.
4.3. To the extent that the Licensor incurs any liability to the Licensee in relation to any loss the Licensee agrees that the liability of the Licensor shall not exceed the amount of the Licence Fee paid by the Licensee to the Licensor during the current term of this licence.
4.4. We warrant that:
- the Digital Content will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described; and
- for a period of 30 days from the date of installation of the Digital Content (Warranty Period).
4.5. If, within the Warranty Period, you notify us in writing of any defect or fault in the Digital Content as a result of which it fails to perform substantially, we will, at our sole option, either repair or replace the Digital Content, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.
4.6. The warranty does not apply:
- if the defect or fault in the Digital Content results from you having altered or modified the Digital Content; and
- if the defect or fault in the Digital Content results from you having used the Digital Content in breach of the terms of this Licence.
4.7. If you are a consumer, this warranty is in addition to your legal rights in relation to the Digital Content that is faulty or not as described.
5. LIMITATION OF LIABILITY IF YOU ARE A CONSUMER USER
5.1. You acknowledge that the Digital Content has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Digital Content as described in the Documents meet your requirements.
5.2. If you are a consumer, we only supply the Digital Content for domestic and private use. You agree not to use the Digital Content for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
5.3. Our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the original Licence Fee. This does not apply to the types of loss set out in condition 5.4.
5.4. Nothing in this Licence shall limit or exclude our liability for:
- death or personal injury resulting from our negligence;
- fraud or fraudulent misrepresentation; or
- any other liability that cannot be excluded or limited by English law.
6. LIMITATION OF LIABILITY IF YOU ARE A BUSINESS USER
6.1. You acknowledge that the Digital Content has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Digital Content meet your requirements.
6.2. If you are a business customer, we only supply the Digital Content for internal use by your business, and you agree not to use the Digital Content for any re-sale purposes.
6.3. We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss or corruption of data or information;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
6.4. Other than the losses set out in condition 6.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the original Licence Fee. This maximum cap does not apply to condition 6.5.
6.5. Nothing in this Licence shall limit or exclude our liability for:
- death or personal injury resulting from our negligence;
- fraud or fraudulent misrepresentation;
- any other liability that cannot be excluded or limited by English law.
6.6. This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Digital Content. 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 Digital Content 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.
7.1. 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.
7.2. Upon termination for any reason:
- all rights granted to you under this Licence shall cease;
- you must immediately cease all activities authorised by this Licence; and
- you must immediately delete or remove the Digital Content from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Digital Content in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
8. COMMUNICATIONS BETWEEN US
8.1. If you are a consumer, if you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by e-mail or by pre-paid post to Sozo Systems Limited at New Kings Court Tollgate, Chandler’s Ford, Eastleigh, Hampshire, SO53 3LG or email firstname.lastname@example.org We will confirm receipt of this by contacting you in writing, normally by e-mail.
8.2. If we have to contact you or give you notice in writing, we will do so by e-mail.
8.3. If you are a business customer, please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
9. EVENTS OUTSIDE OUR CONTROL
9.1. 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 9.2.
9.2. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
9.3. If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
- 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
- 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.
10. OTHER IMPORTANT TERMS
10.1. 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.
10.2. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
10.3. If you are a business customer, this Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you 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. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence.
10.4. If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
10.5. 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.
10.6. If you are a consumer, please note that this Licence, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have exclusive jurisdiction.
10.7. If you are a business customer, this Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.
10.8. This agreement shall be construed and interpreted under the laws of England and Wales. If you reside in a member state of the European Community the parties submit to the exclusive jurisdiction of the courts of England and Wales in the event of any dispute. In all other cases the parties agree that disputes shall be referred to arbitration under the rules of UNCITRAL. The arbitration shall take place in London with one arbitrator sitting whose decision shall be final and binding.
10.9. We reserve the right at any time to modify this Licence Agreement, the Digital Content and to impose new or additional terms or conditions on the Licensee’s use of the Digital Content. Such modifications and additional terms and conditions will be communicated to you, and, if accepted, will be effective immediately and will be incorporated into this Licence Agreement. In the event that you refuse to accept such changes, we will have the right to terminate the Licence Agreement. If we are required to make these changes by law, these changes will apply automatically in respect of this Licence Agreement.