This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Speedquizzing Limited whose registered office is at 3 Horizon Court, Audax Close, Clifton Moor, York, YO30 4US (Licensor or we) for this Quiz Hosting software product (Software), which includes computer software, (where appropriate) the data supplied with it, the associated media, printed materials and online or electronic documentation including the 'Quickstart Guide,' and 'Router, IP and Internet Settings Guide' (Documentation) which are available to view at www.speedquizzing.com.
THIS SOFTWARE'S MINIMUM REQUIREMENTS:
Windows
In consideration of payment by you of the agreed licence fee, if applicable, and you agreeing to abide by the terms of this Licence, the Licensor:
hereby grants to you a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence for a 24 hour period only running from 00:00 until 00:00 the next day (Activation Period); and
will issue a code that allows you to access the Software or provide you with a hardware bitlock (the Activation Key) to enable you to use the Software in accordance with condition 1.2.
You may:
use the Software for your private purposes on more than one computer terminal, if required;
allow up to 64 compatible mobile handsets to communicate with the Software by means of remote access to the local area network;
make up to one copy of the Software for back-up purposes only, provided that this is necessary for the activities permitted under condition 2.1;
receive and use any free update of the Software (which update the functionality of the current release of the Software) or "patches" (which correct errors in the Software) as may be provided by the Licensor from time to time;
use any Documentation in support of the use permitted under condition 1.1 and make up to four copies of the Documentation as are reasonably necessary for its lawful use;
where the Software licensed to you is an upgrade or update then the update replaces all or part of the Software previously licensed. The update or upgrade and the associated Activation Keys do not constitute the granting of a second licence to the Software in that you may not use the upgrade or update in addition to the Software that it is replacing. You agree that use of the upgrade or update terminates your licence to use the Software or portion thereof replaced.
The Activation Key has a time-out feature so it will cease operation on the conclusion of the Activation Period. On the expiry of the Activation Period, your use of the Software and our obligations to you will be governed by the terms and conditions [INSERT AS LINK TO DEMO LICENCE] for the licence of the Software in demonstration mode. If you seek to access any files or data created with the Software after the Activation Period has ended you do so entirely at your own risk.
For the avoidance of doubt the terms and conditions of this Licence shall only apply to your use of the Software when used with an Activation Key.
Except as expressly set out in this Licence or as permitted by any local law, you undertake:
not to copy the Software or Documentation 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 Software or Documentation;
not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software 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 Software 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 Software 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 Software with another software program; and
is not unnecessarily disclosed or communicated without the Licensor's prior written consent to any third party; and
is not used to create any software which is substantially similar to the Software;
to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
to replace the current version of the Software with any updated or upgraded version or new release provided by the Licensor under the terms of this Licence immediately on receipt of such version or release;
to include the copyright notice of the Licensor on all entire and partial copies you make of the Software on any medium;
not re-licence, reproduce or distribute any Licence Key except with the express written permission of Licensor.
You must permit the Licensor and its representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises at which the Software or the Documentation is being kept or used, to the computer equipment located there, and to any records kept pursuant to this Licence, for the purpose of ensuring that you are complying with the terms of this Licence.
You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to the Licensor, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this Licence.
You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.
The integrity of this Software is protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in the Software of the Licensor are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor apply or manufacture for sale or hire, import, distribute, sell or let for hire, offer or expose for sale or hire, advertise for sale or hire or have in your possession for private or commercial purposes any means the sole intended purpose of which is to facilitate the unauthorised removal or circumvention of such TPM.
As between you and the Licensor, documents, files, spreadsheets and schemas that are authored or created by you via your utilisation of the Software, in accordance with its Documentation and the terms of this Licence, are your property.
You acknowledge that the Software and the Documentation are provided and disclosed to you in confidence and you agree to keep the Software and the Documentation confidential and not to disclose or divulge any confidential or technical information contained in the Software or the Documentation to any person.
The Licensor warrants that:
for the duration of the Activation Period, the Software will, when properly used, perform substantially in accordance with the functions described in the Documentation, and that the Documentation correctly describes the operation of the Software in all material respects;
it has tested the Software for viruses using commercially available virus-checking software, consistent with current industry practice.
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 as described in the Documentation meet your requirements.
You acknowledge that the Software may not be free of bugs or errors, and agree that the existence of minor errors shall not constitute a breach of this Licence.
If, within the Activation Period, you notify the Licensor in writing of any defect or fault in the Software in consequence of which it fails to perform substantially in accordance with the Documentation, and such defect or fault does not result from:
you having amended the Software or used it in contravention of the terms of this Licence;
there being a fault with the router and/or Ethernet cable and/or host computer
you not following all of the instructions contained within the Documentation
the Licensor will refund the cost of the licence fee to the Licensee.
The Licensor's obligation under condition 4.4 is subject to compliance by you with the terms of condition 2.1(f).
Nothing in this Licence shall exclude or in any way limit the Licensor's liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent that it may not be excluded or limited as a matter of law.
Subject to condition 5.1 the Licensor shall not be liable under, or in connection with, this Licence or any collateral contract for:
loss of income;
loss of business profits or contracts;
business interruption;
loss of the use of money or anticipated savings;
loss of information;
loss of opportunity, goodwill or reputation;
loss of, damage to or corruption of data;
any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise;
provided that this condition 5.2 shall not prevent claims for direct financial loss that are not excluded by any of categories (a) to (h) inclusive of this condition 5.2.
Subject to condition 5.1 and condition 5.2, the Licensor's maximum aggregate liability under or in connection with this Licence, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to a sum equal to the activation fee paid by the Licensee for use of the Software plus damages limited to 50% of the activation fee for any additional costs directly, reasonably and necessarily incurred by the Licensee in obtaining alternative products and/or services.
Subject to condition 5.1, condition 5.2 and condition 5.3, the Licensor's liability for infringement of third-party intellectual property rights shall be limited to breaches of rights subsisting in the UK.
This Licence sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Software and Documentation. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Licence. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
all rights granted to you under this Licence shall cease;
you must cease all activities authorised by this Licence.
This Licence is binding on you and us, and on our respective successors and assigns.
You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent.
The Licensor may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of our rights or obligations arising under it, at any time during the term of the Licence.
All notices given by you to the Licensor must be given to Speedquizzing Limited of 3 Horizon Court, Audax Close, Clifton Moor, York, YO30 4US or by email to info@speedquizzing.com.
The Licensor may give notice to you at either the e-mail or postal address you provided to it when purchasing the Activation Key.
Notice will be deemed received and properly served 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.
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 events outside our reasonable control (Force Majeure Event).
A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
strikes, lock-outs or other industrial action;
civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
impossibility of the use of public or private telecommunications networks;
the acts, decrees, legislation, regulations or restrictions of any government.
Our performance under this Licence is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Licence may be performed despite the Force Majeure Event.
If we fail, at any time during the term of this Licence, to insist upon strict performance of any of your obligations under this Licence, or if we fail to exercise any of the rights or remedies to which we are entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
A waiver by us of any default shall not constitute a waiver of any subsequent default.
No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Software and Documentation and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
We each acknowledge that, in entering into this Licence, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to entering into this Licence except as expressly stated in this Licence.
Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this Licence (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these terms and conditions.