LICENCE AGREEMENT
1. GENERAL.
This Licence Agreement is a legally binding contract between you and CostsMaster Ltd. (“CostsMaster”), for the software product identified below, which includes computer software, “online” or electronic documentation, hardware protection systems, and may include associated media and printed materials (“the product”) which governs your use of the product, as defined below. READ THIS LICENCE AGREEMENT CAREFULLY, because it contains some terms that may be broader than other software developers’ and some limitations particular to CostsMaster. By continuing beyond this screen you are accepting and agreeing to the terms of this Licence Agreement. If you are not willing to be bound by the terms of the Licence Agreement, you should proceed no further and remove the software from your system. If you have purchased the product please return all items to CostsMaster for a full refund.
2. SEPARATE LICENCE AGREEMENT.
If you and CostsMaster execute or have executed a separate Licence agreement for the product, then the separate Licence agreement shall govern your use of the product as long as the separate Licence agreement is in effect. In all other cases, this Licence Agreement shall govern your use of the product.
3. INTELLECTUAL PROPERTY.
You acknowledge and agree that the product, and the intellectual property rights, moral rights, and good will therein and any derivative works thereof, is owned by and shall remain the property of CostsMaster and is protected under copyright, patent and trademark laws, and other domestic and international laws.
4. LICENCE GRANT.
a) CostsMaster hereby grants to you a limited non-exclusive and non-transferable Licence to use the product only as authorised in this Licence Agreement. In consideration, you agree to pay CostsMaster a Licence fee as detailed below. The Product is being licensed to you, not sold, subject to the payment of monthly Licence Fees. If you are evaluating the product as provided for by the product, the terms of this agreement apply save that no licence fee is payable whilst you are evaluating.
b) Licences may be provided on the basis of one per user (“individual licences”) or as a pool for the use of a group of users (“network licences”) and may be contained on a physical medium (including but not limited to a USB dongle) or via a software code. The type of licence provided shall be at the discretion of CostsMaster. Each licence that you have obtained entitles you to execute a single instance of the product on a computer that is owned, leased or otherwise controlled by You. If your licence is an individual licence contained on a physical medium you may install the product on additional computers, but you may only execute the product on one computer at a time, that being the computer to which the physical license is currently attached. If your licence is an individual licence provided via a software code, then you may not install or execute the software on other computers, save that you are permitted to install one further copy of the product solely for backup purposes. If your licences are network licences contained either on a physical medium or provided via a software code, then you may install the product on additional computers, but you may not execute at any one time more copies of the product that the number of licences you hold. All copies of the product shall include CostsMaster’s copyright and other proprietary notices as appear in the originals.
c) You may not alter in any way the copyright information which appears on files created by the program.
d) You acknowledge and agree that you may not reverse engineer, reverse assemble, decompile, disassemble the product or any data files created with the product. You further acknowledge and agree not to modify, translate or create derivative works based on the Product.
e) The SOFTWARE is Licensed as a single product. Its component parts may not be separated for use on more than one computer.
f) Any hardware provided to you by CostsMaster, including but not limited to hardware protection keys, remain the property of Costsmaster and must be returned to CostsMaster on demand. Whilst in your posession such hardware remains your responsibility and we reserve the right to charge a fee not exceeding the cost of a full replacement licence for the replacement of any hardware that is lost or stolen. In the event that hardware is lost or stolen any replacement is provided solely at our discretion and we reserve the right to impose conditions on any such replacement including, but not limited to, a restriction in the length of time for which the hardware will function.
g) CostsMaster may, at their discretion, provide you with one or more spare hardware protection keys for temporary use in the event of loss, theft, misplacement or hardware failure of the main hardware protection keys. Such spare keys will only function when activated by CostsMaster and will be for a limited period at the discretion of CostsMaster based on the circumstances of each case. CostsMaster reserves the right to refuse to activate a spare key for any reason.
h) You may not rent or lease the SOFTWARE.
5. LICENCE FEE
a) The licence fee comprises an initial payment together with a monthly subscription. The subscription fee entitles you to continue to use the software. If you fail to pay the subscription fee CostsMaster may terminate the agreement as detailed below. Should you wish to continue using the product after such termination you will be required to enter into a new licence agreement including payment anew of the licence fee including any initial payment.
b) The licence fee includes the right to technical support by whatever means CostsMaster shall decide from time to time and to continuing upgrades whilst you are a subscriber. Please note that CostsMaster reserves the right to charge an additional upgrade fee should any event outside it’s control, such as (but not limited to) the issue of new rules of Court, make it necessary to substantially revise the software.
c) CostsMaster reserves the right to increase the subscription fee from time to time but undertakes that it will do so only where necessary to maintain quality in providing support and continuing upgrades or in dealing with factors outside our control and only after giving to you one calendar month’s notice of it’s intention so to do.
d) CostsMaster reserves the right to limit the amount of technical support or levy a charge for additional support should you make unreasonable demands on the service including, but not limited to, the repeated asking of questions the answers to which are available in printed or electronic documentation or have previously been provided to you.
6. TERM.
a) This Licence Agreement is effective upon your proceeding beyond this screen, and shall continue until terminated by you or by CostsMaster. You may terminate this Licence Agreement at any time by giving CostsMaster 31 days Notice in writing of your intention to terminate the agreement. The agreement will terminate at the end of the said 31 day period provided that you delete any and all remnants of the product from your computer. If you continue to use the software the agreement will remain in force until such time as the product is fully removed.
b) CostsMaster may terminate this Licence Agreement without refund upon any breach by you of any of the terms in this Licence Agreement. Upon termination, you must deactivate the program by means of which CostsMaster will advise you and return any hardware protection devices provided to you. Following such steps the program may function only in a limited fashion or for a limited period. Following termination you are expressly prohibited from attempting to upgrade the product to a later version. Should you fail to take such steps we reserve the right to take action to recover any hardware provided to you and to prevent the use of future editions of the Product from working on any computer containing a hardware or software key which you have failed to deactivate or return including, but not limited to, the automatic deactivation of hardware or software keys by future editions of the Product.
c) Should you wish to reduce the number of licences you hold you must first give CostsMaster 31 days notice of your intention to surrender licences and must then take the same steps itemised in Paragraph 6b. above save that any action is limited only to such licences you have surrendered.
7. EXCLUSION OF OTHER WARRANTIES
Except for any express warranties above, CostsMaster gives and you receive no other warranties, conditions or representations, express or implied, statutory or otherwise. Without limitation, the implied warranties or terms of quality, merchantability and fitness for a particular purpose are excluded. CostsMaster does not warrant that the operation of the Software will be error free or uninterrupted. It is your exclusive responsibility to ensure that the Software is suitable for your needs and the entire risk as to its performance and as to results obtained from its use is assumed by you. You hereby acknowledge that the content and accuracy of documents or any other output produced by the Software are your sole responsibility and, whether or not produced using the Software, that you also remain responsible for ensuring that any claims, information, opinions, recommendations, forecasts or other comments submitted to third parties are accurate and complete.
8. LIMITATION OF LIABILITY.
Your sole remedy concerning the product is, in CostsMaster’s sole discretion: (1) to replace any defective product; or (2) to refund the Licence fee, if any, paid by you to CostsMaster. In no event shall CostsMaster or its suppliers be liable for any damages whatsoever (including any direct, indirect, incidental, consequential, special or exemplary damages, damages for loss of business profits, business interruption, loss of business information or any other pecuniary loss) arising out of your use of or inability to use the product, even if CostsMaster has been advised of the possibility of such damages. In no event shall CostsMaster’s liability under this agreement exceed the total Licence fees paid by you to CostsMaster.
9. MISCELLANEOUS PROVISIONS.
a) You shall not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of CostsMaster.
b) This Licence Agreement shall be construed and governed in accordance with the laws of England, and any claim related to this Licence Agreement or the product shall be brought in a Court in England and Wales.
c) Should any term of this Licence Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.
d) The failure by either party to exercise any right provided hereunder shall not be deemed a waiver of such right.
e) This Licence Agreement represents the entire agreement concerning the Product between the parties and it supersedes any prior proposal, representation or understanding. No variation, amendment of or addition to this Agreement shall be effective unless CostsMaster’s prior agreement in writing shall have been obtained.