This Agreement is between All Checked Limited (referred to as the “Supplier” in the Terms and Conditions) Company Reg. 8227939 whose principal place of business is located at Highgate House, 134 Highgate, Kendal, Cumbria LA9 4HL and you the user (referred to as the “User” in the Terms and Conditions).
1.1. Software. Software shall mean the Tools created by the Supplier and housed in the Toolbox. Software may be changed or added to at any time at the Supplier's discretion.
1.2. Toolbox Access. The Supplier grants the User Toolbox access and permission to use the Software in accordance with the terms of this Agreement.
1.3. Restrictions.
(a) The User may not transfer ownership of the Software or any part of it, to any third party by way of a gift, sale, license, lien, loan, lease, rent or any other means.
(b) The User may not modify, alter, copy or create any derivative works of the Software.
(c) The User may not reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from the Software.
(d) The User may not remove, alter, or obscure any copyright, trademark or other proprietary rights notice associated with the Software.
2.1. Hosting. The Software will be hosted by the Supplier at all times and the User shall not, at any time, seek, nor will it be permitted, access to the Supplier's servers.
2.2. Support. The Supplier shall provide the User with support and maintenance services for the duration of this Agreement.
The Supplier agrees to provide free, restricted access to the Toolbox for a trial period of 60 days. Only one free trial is permitted per business.
This Agreement is effective from the date of acceptance (“Effective Date’) and will continue until terminated in accordance with the terms and conditions of this Agreement.
5.1. Limited Warranty. The Supplier warrants that the Software will perform substantially in accordance with the instructions provided but it shall not be held liable for any interruptions to service howsoever caused.
5.2. Warranty Disclaimer. The Supplier disclaims to the fullest extent authorised by law any and all other warranties, whether expressed or implied.
The Supplier owns the title, copyright, and all other intellectual property rights associated with the Software and for the avoidance of doubt nothing in this Agreement shall constitute any intention, action or promise to transfer ownership of the Software, or any part of it, either to the User or any third party.
7.1. Termination
(a) This Agreement may be terminated by the User at any time by giving no less than 28 days written notice to the Supplier.
(b) This Agreement will be terminated by the Supplier 3 months after the Effective Date.
(c) In the event of the termination of this Agreement: (i) the Toolbox access granted to the Client in this Agreement will terminate; and (ii) the User shall cease all use of the Software.
7.2. Indemnification. The User shall defend, indemnify and hold harmless the Supplier from all costs, charges and expenses (including legal fees) arising from any third party claim, action, or proceeding relating to the provision, or performance of the Software.
7.3. Liability Limitation. In no event will the Supplier be liable for any direct, indirect, consequential, incidental losses, damages or liabilities whatsoever arising from or relating to the provision, or performance of the Software.
8.1. Nature of Agreement. This Agreement shall not create a partnership, joint venture, agency, employer/employee or similar relationship between the Supplier and the User.
8.2. Entire Agreement. This Agreement contains the entire agreement between the parties and any representation, promise or condition not incorporated herein shall not be binding upon either party.
8.3. Amendment. This Agreement may be amended only in writing signed by both parties.
8.4. Assignment. The User may not assign this Agreement or any of its rights under this Agreement without the prior written consent of the Supplier.
8.5. Notices. All notices, requests, claims, demands and other communications between the parties shall be in writing and delivered by electronic mail only.
8.6. Governing Law. This Agreement shall be construed in accordance with the Laws of England and shall be subject to the exclusive jurisdiction of the English Courts.
8.7. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.