Vendr - License Agreement

This Licence Agreement ("Licence") is a legal agreement between you (either a sole trader, a partnership or a corporate legal entity) and Outfield Digital Limited (a company registered in England and Wales with company number 8336092) ("Outfield Digital", "we", "our" or "us") with regard to the copyrighted software provided under this Licence (herein referred to as "Software Product " or "Software"). Reference to "Software Product" includes computer software, the associated media, any printed materials, and any online or electronic documentation. Use of any Software and related documentation provided to you by Outfield Digital in whatever form or media, will constitute your acceptance of these terms, unless separate terms are provided by us, in which case certain additional or different terms may apply. If you do not agree with the terms of this Licence, do not download, install, copy or use the Software. By downloading, installing, copying or otherwise using the Software Product, you agree to be bound by the terms of this Licence, for yourself and any employees.

1. Eligible Licensees. This Software is licensed to the Licensee for the Licensee's internal business purposes for incorporation into the Licensee's client's websites. There is no right of duplication, transfer or further distribution, licensing, or sub-licensing (except as expressly permitted under clause 2).

2. Licence Grant. Outfield Digital grants to you a personal, non-transferable and non-exclusive right to use the copy of the Software provided with this Licence. You agree you will not copy the Software except as necessary to use it on a single computer or where it is necessary for the purpose of back-up or operational security. You agree that you may not copy the written materials accompanying the Software. Modifying, translating, renting, copying, re-selling, transferring or assigning all or part of the Software, or any rights granted hereunder, to any other persons except as permitted under this Licence or removing any proprietary notices, labels or marks from the Software is strictly prohibited. You may licence use of the Software to a client for whom you may be developing a website for use within such single website on the basis that: (a) you have paid us the then current licence fee per website that the Software is used within and (b) that such right is on a per website use and not a per client use.

3. Pingback. The Software uses "pingback" functionality which transfers information back to us regarding the deployment and usage of the software. The information will consist of: autoincrimented key, the domain transmitting the information, ID for the transmitting webstore, version of the Software, CMS used by the domain, version of the CMS, database type, technology used, rendering engine used, number of orders, number of countries, payment gateways/providers used, licensed features, first ping and last ping and IP address of server making the ping. The information made available to us will be used for verifying use under and in accordance with this licence and for our commercial decision-making.

4. Copyright. This Software Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed to you, not sold and Outfield Digital remains owner of the Software and documents at all times. You acknowledge that no title to the intellectual property in the Software is transferred to you. You acknowledge that you have no right to have access to the Software in source code form. All copies of the Software will contain the same proprietary notices as contained in or on the Software. You may not copy the printed materials accompanying the Software Product.

5. Reverse Engineering and similar activities. You agree that you will not and will not attempt, and if you are a corporation, you will use your best efforts to prevent your employees and contractors from or attempting to decompile, reverse engineer, modify, translate or disassemble the Software in whole or in part or create derivative works based on the whole or any part of the Software 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 Software with another software program, and provided that the information obtained by you during such activities:(i) is used only for the purpose of achieving inter-operability of the Software with another software program; and (ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and (iii) is not used to create any software which is substantially similar to the Software. Any failure to comply with the above or any other terms and conditions contained herein will result in the automatic termination of this Licence and all rights granted hereunder, together with enforcement of our rights.

6. Warranty Disclaimer. The Software is provided "AS IS" without warranty of any kind. Outfield Digital disclaims and makes no express or implied warranties as to operation and specifically disclaims the warranties of fitness for a particular purpose and non-infringement of third-party rights. The entire risk as to the quality and performance of the Software is with you. Outfield Digital does not warrant that the functions contained in the Software will meet your requirements or that the operation of the Software will be uninterrupted or error-free.

7. Limitation and Exclusions of Liability. You acknowledge that the Software 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 Software meet your requirements. Outfield Digital 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 this licence for: (a) loss of profits, sales, business, or revenue; (b) business interruption; (c) loss of anticipated savings; (d) loss or corruption of data or information; (e) loss of business opportunity, goodwill or reputation; or (f) any consequential, special, incidental or indirect damages of any kind, even if Outfield Digital has been advised of the possibility of such losses, or any claim by a third party. Other than the losses set out in (a) to (f) above for which Outfield Digital shall not be liable, Outfield Digital's entire liability and your exclusive remedy under this Licence shall not exceed the licence fee paid for the Software in connection with the deployment on any affected website. Nothing in this Licence shall limit or exclude Outfield Digital�s liability for: (a) death or personal injury resulting from its negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be excluded or limited by English law.

8. Termination. 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. Upon 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; and (c) you must immediately delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Software and documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so. If we discover that our Software has been incorporated into any website for which a licence fee has not been paid, you shall be liable to us for payment of the then current licence fee for the Software which should have been paid. We also reserve the right to contact the end customer to require payment (or cessation of use of the Software) in the event that you do not make payment to us when requested to do so.

9. Upgrades. If the Software is an upgrade from an earlier release or previously released version, you now may use that upgraded product only in accordance with this Licence. If the Software Product is an upgrade of a software program which you took a licence of as a single product, the Software Product may be used only as part of that single product package and may not be separated for use on more than one computer.

10. Product Support. Product support for the Software Product is provided by Outfield Digital.

11. Events Outside Our Control. Outfield Digital 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 any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

12. Indemnification By You. If you distribute, transfer or otherwise use the Software in violation of this Agreement, you agree to defend, indemnify and hold harmless Outfield Digital against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your actions and use of the Software.

13. Use of Personal Information. We will only use your personal information as set out in our Privacy Policy, available at vendr.net.

14. Entire Agreement. This Licence 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 in this Licence.

15. No Waiver. 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.

16. Severance. 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.

17. Law and Jurisdiction. 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 English courts.