Terms of Use and Sale

PLEASE READ THESE LICENCE & TERMS OF USE CAREFULLY
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and AdSimulo Limited of 5 Robin Hood Lane Sutton Surrey, SM1 2SW United Kingdom with company number: 10147918 (Licensor, us or we) for:

1. GRANT AND SCOPE OF LICENCE

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 access and use the Software on the terms of this Licence for a period of either 1, 3, 6, or 12 months, such period as selected by you, and beyond depending upon renewal of your subscription and extension of your Access Period.
1.2 You may use the Software for business purposes only.
1.3 We may update the Software, provided that the Software shall always match the description on our website at adsimulo (or such other web-address as applicable from time to time) prior to your purchase of a Licence.

2. RESTRICTIONS

Except as expressly set out in this Licence or as permitted by any local law, you undertake:
(a) not to copy the Software except where such copying is incidental to normal use of the Software;
(b) not to rent, lease, sub-licence, loan, translate, merge, adapt, vary, alter or modify, 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;
(c) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things;
(d) to include our copyright notice on all entire and partial copies of the Software in any form;
(e) not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us;
(f) to comply with all applicable technology control or export laws and regulations.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 You acknowledge that all intellectual property rights in the Software throughout the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Software other than the right to use the Software in accordance with the terms of this Licence.
3.2 You acknowledge that you have no right to have access to the Software in source code form other than as expressly provided in this Licence.

4. WARRANTY

4.1 Access to and use of the Software is provided to you on an “as is” basis without any warranties, representations or other promises as to quality, function, performance, or fitness for purpose.
4.2 To the extent permitted by law, we exclude all implied conditions, warranties, representations or other terms that apply, or may apply, to access to, or use of, our Software.
4.3 The sole remedy for breach of the warranty shall be correction of any defect by us within a reasonable time from notification by the you of the defect.

5. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

5.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible (subject to the limitations set out in clause 5.3) for loss or damage you suffer that is a foreseeable result of our breaking this Licence or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time this Licence was made, both we and you knew it might happen.
5.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. Nothing in this Licence shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
5.3 Subject to clause 5.2:
(a) We shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Licence; and
(b) Our total liability you in respect of all other losses arising under or in connection with the Licence, whether in contract, tort (including negligence), breach of statutory duty, (including without limitation, liability for any loss or corruption of your data), or otherwise, shall in no circumstances exceed 150% of the price paid by you for this Licence.
5.4 We are not liable for business losses. If you use the Software for any commercial, business or resale purpose (including without limitation any and all data / information generated by your use of the Software subsequently used, or used in connection, with any Business Information Model “BIM” or similar) we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
5.5 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 meet your requirements.

6. TERMINATION

6.1 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
6.2 We may terminate this Licence by written notice for convenience (also known as no-fault termination) on not less than 14 business days’ notice.
6.3 Upon termination for any reason:
(a) all rights granted to you under this Licence shall cease; and
(b) you must cease all activities authorised by this Licence.

7. COMMUNICATIONS BETWEEN US

If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address you provide or confirm to us.

8. OTHER IMPORTANT TERMS

8.1 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
8.2 You may not transfer your rights or your obligations under this Licence to another person unless we agree beforehand in writing.
8.3 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
8.4 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
8.5 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
8.6 Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of this Licence in the English courts.
8.7 Payment and Payment Refund
8.7.1 You shall pay for access and use of the Software for a period of either 1, 3, 6, or 12 consecutive months (“Access Period”).
8.7.2 Irrespective of the actual use associated with your specific Access Period, you shall be liable for payment of not less than one month’s access to or use of the Software.
8.7.3 If you terminate the Licence before your specific Access Period expires, you may be entitled for a refund equal to the number of full months remaining in your Access Period as at the date of termination. Please contact us in writing to request any refund.

9. DATA RETENTION, USE AND PROCESSING

9.1 The Software requires the input, provision and/or disclosure of certain electronic information (“Your Content”). We shall use, retain, and process Your Content in accordance with applicable data protection legislation including without limitation the UK Data Protection Act 1998 (the “Act”). If we receive personal data from you (as defined by the Act) this will be processed in compliance with the Act; and (b) we shall take reasonable precautions to preserve the integrity of Your Content and prevent any corruption or loss, damage or destruction of your data.
9.2 Your use of the Software may require or permit us to collect or store Your Content. We will not access Your Content except (a) as part of providing, maintaining, securing or modifying the Software, (b) at your request or with your consent as part of addressing a service, support or technical issue, or (c) in connection with legal obligations or proceedings.
9.3 You retain ownership of and responsibility for Your Content and responsibility for your conduct while using the Software. We do not own Your Content. You agree that Your Content and your conduct in using the Software complies, and will comply, with all applicable laws, rules and regulations.
9.4 By creating, submitting, uploading or otherwise making Your Content available to us and/or others, you acknowledge and agree that:  (i) you will evaluate and bear all risks associated with Your Content; and (ii) under no circumstances will we be liable in any way for Your Content as you upload or submit it, including any errors or omissions.
9.5 If you delete Your Content from the Software, you understand it may still subsist in backup copies. We have the right (but not the obligation) to delete inactive sites or accounts or purge related content, without further notice. We will have no responsibility or liability for deletion or failure to store Your Content or for any failure to delete Your Content.