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 demonstration software product (Demonstration Software), which includes computer software, (where appropriate) the data supplied with it, the associated media, printed materials and online or electronic documentation which includes 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 ARE:
WINDOWS: AN INTEL PENTIUM III 1GHZ COMPUTER WITH 512MB OF MEMORY AND A WINDOWS XP OPERATING SYSTEM.
MACINTOSH: AN INTEL CORE DUO 1.83GHZ COMPUTER WITH 512MB OF MEMORY AND A MAC OS 10.5 OR MAC OS 10.6 OPERATING SYSTEM.
BY PROCEEDING TO INSTALL THE DEMONSTRATION SOFTWARE OR 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 ARE UNWILLING TO LICENSE THE DEMONSTRATION SOFTWARE TO YOU AND YOU MUST DISCONTINUE THE INSTALLATION PROCESS NOW. IN THIS CASE THE INSTALLATION PROCESS WILL TERMINATE.
1.1 In consideration of 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 Demonstration Software and the Documentation on the terms of this Licence.
1.2 You may:
(a) use the Demonstration Software for your private purposes on more than one computer terminal, if required, and at the same time;
(b) allow up to 4 compatible mobile handsets to communicate with the Demonstration Software by means of remote access to the local area network;
(c) make unlimited copies of the Demonstration Software for back-up purposes only, provided that this is necessary for the activities permitted under condition 2.1;
(d) receive and use any free update of the Demonstration Software (which update the functionality of the current release of the Demonstration Software) or "patches" (which correct errors in the Demonstration Software) as may be provided by the Licensor from time to time;
(e) 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.
1.3 To the extent that any provision in this condition is in conflict with any other term or condition in this Licence, this section shall supersede such other term(s) and condition(s) with respect to the Demonstration Software, but only to the extent necessary to resolve the conflict.
1.4 YOU ACKNOWLEDGE THAT THE DEMONSTRATION SOFTWARE MAY NOT BE FREE OF BUGS OR ERRORS; IS PROVIDED TO YOU FREE OF CHARGE AND ON AN "AS-IS" BASIS WITH NO WARRANTIES FOR USE OR PERFORMANCE, AND THE LICENSOR DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO YOU OF ANY KIND, WHETHER EXPRESS OR IMPLIED (WITH THE EXCEPTION OF FRAUD, OR FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE).
2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake:
(a) not to copy the Demonstration Software or Documentation except where such copying is incidental to normal use of the Demonstration Software, or where it is necessary for the purpose of back-up or operational security;
(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Demonstration Software or Documentation;
(c) not to make alterations to, or modifications of, the whole or any part of the Demonstration Software, nor permit the Demonstration Software or any part of it to be combined with, or become incorporated in, any other programs;
(d) not to disassemble, decompile, reverse engineer or create derivative works based on, the whole or any part of the Demonstration 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 Demonstration 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 Demonstration Software with another software program; and
(ii) is not unnecessarily disclosed or communicated without the Licensor's prior written consent to any third party; and
(iii) is not used to create any software which is substantially similar to the Demonstration Software;
(e) to keep all copies of the Demonstration Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Demonstration Software;
(f) to replace the current version of the Demonstration 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;
(g) to include the copyright notice of the Licensor on all entire and partial copies you make of the Demonstration Software on any medium.
2.2 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 Demonstration 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.
3.1 You acknowledge that all intellectual property rights in the Demonstration Software and the Documentation throughout the world belong to the Licensor, that rights in the Demonstration Software are licensed (not sold) to you, and that you have no rights in, or to, the Demonstration Software or the Documentation other than the right to use them in accordance with the terms of this Licence.
3.2 You acknowledge that you have no right to have access to the Demonstration Software in source code form or in unlocked coding or with comments.
3.3 The integrity of this Demonstration Software is protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in the Demonstration 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.
3.4 As between you and the Licensor, documents, files, spreadsheets and schemas that are authored or created by you via your utilisation of the Demonstration Software, in accordance with its Documentation and the terms of this Licence, are your property.
3.5 You acknowledge that the Demonstration Software and the Documentation are provided and disclosed to you in confidence and you agree to keep the Demonstration Software and the Documentation confidential and not to disclose or divulge any confidential or technical information contained in the Demonstration Software or the Documentation to any person.
This Licence does not give you any right to support and maintenance of the Demonstration Software.
5.1 This Licence is binding on you and us, and on our respective successors and assigns.
5.2 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.
5.3 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.
6.1 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. email@example.com
6.2 The Licensor may give notice to you at either the e-mail or postal address you provided to it when downloading the Demonstration Software.
6.3 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.
7.1 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.
7.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
7.3 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.
If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
9.1 This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Demonstration Software and Documentation and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
9.2 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.
9.3 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.
This Licence, 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.