It is very important that you read this agreement before installing this software.
Your right to use the software and its associated documentation (“Program“) is subject to the terms set out in this licence agreement (“Agreement“).
1. In this Agreement:
1.1 “use” means to load, execute, store, transmit, display, (for the purposes of loading, execution, storage, transmission or display) or otherwise utilise the Program for your legitimate purposes; and
1.2 “us“, “we” and “our” means ArrangeMyWorld Limited and “you” and “your” mean the person, business or company purchasing the Licence; and
1.3 the headings are for convenience only and shall not affect its construction or interpretation; “including” and “include” shall be interpreted as illustrative and not exhaustive; and words of a technical nature shall be interpreted in accordance with the relevant meaning commonly attributed to them in the computer software industry in Ireland.
2. Our Licence to you
2.1 In consideration of your acceptance of the terms of this Agreement, we grant you a non-exclusive, non-assignable right to Use the Program for which you have paid the relevant licence fee (“Licence”). The Program is activated using an activation key. The Program will alert you of the need for an activation key and this will be obtained from us. In order to produce such an activation key we will require data from you. You acknowledge that without such data we cannot provide the necessary activation key.
2.2 You may install and use the Program on multiple computers, if such installation is necessary to access the Program.
2.3 Other than as permitted under this Agreement you shall not and shall not allow anyone else to:
2.3.1 use, copy, transfer, sell, sub-licence, lease, mortgage, rent, loan, publish, distribute or otherwise make the Program (or any part of it) available to any other person, whether or not for commercial gain;
2.3.2 use the Program (or any part of it) for the provision of any computer bureau, remote hosting or ASP services or in any other configuration that permits a third party to use the Program other than under the provisions of a valid licence with us.
2.3.3 other than to the extent permitted by law, alter, adapt, merge, modify, translate, reverse engineer or decompile, disassemble, create derivative works of the Program (or any part of it), except with our prior written consent;
2.3.4 remove, change or obscure any of our or any third party proprietary notices, labels or marks associated with the Program;
2.3.5 use any technology to either circumvent the licence registration and rights protection measures incorporated in the Program or otherwise enable it to be used other than as permitted by us in writing; nor
2.3.6 use or copy (irrespective of the extent of copying) the whole or any part of the Program’s graphical user interface, operating logic or underlying database structure and database fields for incorporation into or the development of any software or other product or technology.
2.4 You acknowledge that you own only the media on which the Program is supplied and that we (and/or our licensors) shall retain ownership of the intellectual property rights in and to the Program and any amendments made to it by us (and/or our licensors) regardless of form, including any back up copies that you make, and, subject to the Licence, you shall not have any right to use or exploit them.
2.5 The Program incorporates intellectual property rights protection measures designed to prevent unauthorised and/or illegal use of it. You agree to the incorporation of these measures.
3. How this Licence can be terminated
3.1 We may terminate the Licence without refund by giving you written notice, effective immediately, if:
3.1.2 you fail to make payment on written notice of ten working days from the date any such sum became due under this Agreement or any other contract with ArrangeMyWorld Limited;
3.1.3 you fail to comply with any part of clause 2 of this Agreement.
4. Upgrades, updates and replacements
4.2 We reserve the right to introduce any substitute or replacement software which fulfils the same functions as the Program which it substitutes or replaces.
5. Our warranties to you
5.1 We warrant that the Program, when used in accordance with our operating instructions, will provide the functions and facilities and will perform substantially as described in the associated technical and user documentation supplied to you as part of the Program.
5.2.2 the media on which the Program is recorded will be free from defects in material and workmanship under normal conditions of use; and
5.2.3 we shall correct any errors in the Program by patching or replacing (at our sole discretion) any Program not meeting the warranties given above and if we are unable to rectify any errors in the Program, we will terminate this Agreement.
This warranty excludes defects caused by accidents, abuse, poor storage or handling or any act referred to in clause 2.3.
5.3 The warranties set out in this clause 5 are instead of all other warranties, representations or conditions, express or implied, statutory or otherwise, including any implied warranties of satisfactory quality and fitness for a particular purpose. We do not warrant that the Program will meet your requirements, or that the operation of it will be uninterrupted or error free. We do not warrant or make any representation regarding the use of the Program or the results of such use in terms of correctness, accuracy, reliability or otherwise. No oral or written communications by or on our behalf shall create a warranty or in any way increase the scope of the warranties we have given.
5.4 Our entire liability and your exclusive remedy under the warranties given in this clause 5 will be, at our option either to:
5.4.1 repair or replace the Program or encryption medium which does not conform with the warranty; or
5.4.2 refund the price paid for the Program and terminate the Licence.
6. Disclaimer and limitation of liability
6.1 You acknowledge that the allocation of risk in this Agreement reflects the price paid for the Program and also the fact that it is not within our control how, and for what purposes, you use the Program. In no event, therefore, will we be liable for (a) any indirect, consequential, incidental or special damage, or (b) any financial or similar loss of any kind, whether caused directly or indirectly, including: loss of profits, business, chargeable time, anticipated savings, goodwill, any business interruption or loss of or corruption of data however caused and whether arising under contract, tort, including negligence, statute or otherwise.
6.2 In any event our liability, whether in contract, tort (including negligence) or otherwise will not exceed the licence fee actually paid by you for the Program. For clarity, the previous sentence will apply if any exclusion, disclaimer or other provision contained in this Agreement is held to be invalid for any reason by a court of competent jurisdiction and we become liable for loss or damage that could otherwise be limited. This clause is subject to clause 6.3.
6.3 Nothing in this Agreement shall exclude or limit our liability for fraud, death or personal injury arising out of our negligence or any warranty as to title or quiet possession implied by statute.
7. General
7.1 Any retailer, distributor, dealer or business partner, (including any of our authorised business partners) from which you have purchased a licence of the Program is expressly not appointed or authorised by us as our servant or agent. No such person has any authority, either express or implied, to enter into any contract or provide any representation, warranty or guarantee with or to you on our behalf, or otherwise to bind us in any way whatsoever. We will not be responsible for any modifications or mergers made to the Program by such persons, or any act or omission of those persons.
7.2 We shall not be liable to you in respect of any circumstances arising outside our reasonable control.
7.3 Our failure to enforce any particular term of this Agreement shall not be construed as a waiver of any of our rights under it.
7.4 If any part of this Agreement is held by a court of competent jurisdiction to be unreasonable for any reason whatsoever, the validity of the remainder of the terms will not be affected.
7.5 Subject to clause 6.3, this Agreement constitutes the entire agreement between you and us in relation to the Program and the Licence and supersedes any other oral or written communications or representations with respect to the Program.
7.6 Nothing in this Agreement shall confer on any third party any right or benefit under the Contracts (Rights of Third Parties) Act 1999.
7.7 If you provide us with any personal data (i.e. which identifies living individuals) we will use it to perform our obligations in this Agreement and as required by law, and we may disclose it to our group companies and contractors. We may also use it to: contact you (by post, phone and email) about other relevant products and services which we offer, conduct customer satisfaction research and contact you about relevant products and services offered by carefully selected third parties. If at any time you do not want us to use your personal data as described in the second sentence, please contact us.
7.9 This Agreement shall be governed by and construed in accordance with Irish law. The parties hereby submit to the exclusive jurisdiction of the Irish Courts unless otherwise agreed in writing.
Copyright ArrangeMyWorld Limited, Dublin 2011
Updated: 01/10/2011