License Agreement

 

END USER LICENCE AGREEMENT for all WCCL Software Products

(Excluding GPL Licensed Software Products)

 

NOTE: See health precautions and disclaimers at the bottom of this license. Do NOT listen to brainwave entrainment recordings (ie, binaural beats) if you suffer from epilepsy.

 

INTRODUCTION

        A    The INTELLECTUAL PROPERTY RIGHTS in this SOFTWARE and its associated documentation are owned by White Cliff Computing Limited. Please read through the terms and conditions of this AGREEMENT which will govern  your use of the SOFTWARE. If you agree to be bound by  them, click the "ACCEPT" button below, or if you are viewing this agreement independent of the SOFTWARE, you agree to accept the terms by using the SOFTWARE. If you do not accept the terms and conditions of this AGREEMENT then you should not attempt to load the SOFTWARE onto your COMPUTER. You should therefore abort this operation.

 

        1    DEFINITIONS

 

        1.1    In this Agreement (including the Introduction above) the following words have the following meanings:

 

    (a)    "AGREEMENT" means this End User License Agreement

    (b)    "COMPUTER" means the LICENSEE'S hardware on which the SOFTWARE is loaded, if that hardware is a single Computer system, or shall mean the Computer system with which that hardware operates, if that hardware is a component of another Computer system.

    (c)    "CONFIDENTIAL INFORMATION" means any non-public information relating to the SOFTWARE PROVIDER including,  without limitation, any details of the source code of  the SOFTWARE, any commercial, financial or marketing information or any other information or material relating to the business of the SOFTWARE PROVIDER. 

    (d)    "INTELLECTUAL PROPERTY RIGHTS" means any and all intellectual property rights of any nature including, without limitation, any and all copyright, patents, trademarks, design rights, semi conductor topography rights, database rights (in each case whether registered or unregistered) and applications for such rights anywhere in the world.

    (e)    "LICENSE FEE" means the fee payable by the LICENSEE to the SOFTWARE PROVIDER for the rights set out in this AGREEMENT.

    (f)    "LICENSEE" means the person, whether an individual, body corporate, unincorporated body or partnership or otherwise who has purchased or otherwise acquired the SOFTWARE.

    (g)    "SOFTWARE" means the computer software supplied with this AGREEMENT, including but not limited to (i) all of the contents of the files, disk(s), CD-ROM(s) or other media supplied with this AGREEMENT; (ii) digital images, stock photographs, clip art, sounds or other artistic works; (iii) fonts; (iv) audio recordings and (v) upgrades, modified versions, updates, additions, and copies of the SOFTWARE, if any, provided to the LICENSEE by the SOFTWARE PROVIDER.

    (h)    "SOFTWARE PROVIDER" means WCCL, an operating division of White Cliff Computing Ltd.

 

        2    GRANT OF LICENSE

 

        2.1    In consideration of the payment by the LICENSEE of the LICENSE FEE, the SOFTWARE PROVIDER hereby grants to the LICENSEE, subject to the terms and conditions of this AGREEMENT, a non-exclusive, non-transferable right to load and use ONE (1) copy of  the SOFTWARE on a single COMPUTER which is under the LICENSEE's control.

        2.2    The LICENSEE is permitted under this AGREEMENT to transfer the SOFTWARE PRODUCT from one COMPUTER to another COMPUTER provided that the SOFTWARE is only loaded on one COMPUTER at any one time.

        2.3    If the LICENSEE is a body corporate, partnership or unincorporated body, the SOFTWARE PROVIDER grants the LICENSEE the right to designate one individual within their organization to have the sole right to use the SOFTWARE PRODUCT in the manner provided above. Usage of additional copies, even if installed on the same COMPUTER, is prohibited unless an additional license of  the SOFTWARE is purchased per copy installed.

        2.4    Any rights not expressly granted in this AGREEMENT are hereby reserved.

 

        3    TERM AND TERMINATION

 

        3.1    This AGREEMENT shall continue in full force

    and effect unless and until terminated earlier in

    accordance with its terms.

        3.2    This AGREEMENT shall terminate automatically

    in the event that the LICENSEE breaches any of its terms.

    The AGREEMENT may also be terminated at any time by the

    LICENSEE destroying the SOFTWARE and its associated

    documentation together with all copies the LICENSEE may

    have made of it (whether permitted pursuant to this

    AGREEMENT or otherwise), in which event the LICENSEE

    accepts that there will be no refund of any LICENCE FEEs

    previously paid by the LICENSEE regardless of the period

    of time those fees so paid were intended to cover). In the

    event of termination, the LICENSEE will destroy all copies

    of the SOFTWARE and its associated documentation in the

    LICENSEE's possession or under the LICENSEE's control

    (including by erasing it from the hard drive of any

    COMPUTER upon which it has been installed).

        3.3    The LICENSEE further agrees that the SOFTWARE

    PROVIDER has the right to use any and all means necessary

    to enforce its rights if the LICENSEE is in breach of this

    AGREEMENT, including but not limited to the right to

    repossess the SOFTWARE electronically by disabling it

    remotely over the Internet, and that termination will

    not entitle the LICENSEE to compensation for any losses

    or potential losses, howsoever caused, that may arise as

    a result of the termination of this AGREEMENT.

    Termination of this AGREEMENT for whatever reason shall

    not affect the continuing validity of any clause which

    is expressed to survive termination of this AGREEMENT.

        3.4    If the SOFTWARE PROVIDER has notified the

    LICENSEE in advance that the provision to it of the

    SOFTWARE is on a trial basis only, this LICENCE will

    terminate at the end of the trial period communicated by

    the SOFTWARE PROVIDER to the LICENSEE.

 

        4    PRICE & PAYMENT

 

        4.1    The LICENSEE will pay the LICENCE FEE in

    consideration of the supply of the SOFTWARE. Unless

    otherwise stated on the SOFTWARE PROVIDER's invoice, the

    LICENCE FEE is payable by the LICENSEE in pounds

    sterling within 30 days of the date of invoice. The

    LICENCE FEE is exclusive of all VAT and applicable taxes

    and duties, which shall be payable by (or charged to)

    the LICENSEE.  Failure by the LICENSEE to pay any amount

    when due shall constitute a breach of this AGREEMENT,

    entitling the SOFTWARE PROVIDER to (i) immediately

    terminate this AGREEMENT; and (ii) charge the LICENSEE

    interest on the amount unpaid at the rate of 4 per cent

    per annum above the base rate of HSBC Bank plc from time

    to time until payment in full is made (a part of a month

    being treated as a full month for the purpose of

    calculating interest).

 

        5     DISCLAIMER OF WARRANTY

 

        5.1    The express terms of this AGREEMENT are in

    lieu of all warranties, conditions, undertakings, terms

    and obligations implied by statute, common law, trade

    usage, course of dealing or otherwise, including but not

    limited to the implied warranties of merchantability and

    fitness for a particular purpose, all of which are

    hereby excluded to the fullest extent permitted by law.

        5.2    The SOFTWARE PROVIDER does not warrant that the

    SOFTWARE will meet the LICENSEE's requirements or that

    the operation of the SOFTWARE will be uninterrupted or

    error free or that defects or errors in the SOFTWARE

    will be corrected. The LICENSEE selects, loads and uses

    the SOFTWARE entirely at its own risk. The SOFTWARE

    PROVIDER shall not be liable if the SOFTWARE does not

    operate on the LICENSEE's server or COMPUTER due to

    hardware or software incompatibilities, limitations or

    restrictions. This disclaimer of warranty constitutes an

    essential part of this AGREEMENT.

 

        6    LIABILITY AND INDEMNITY

 

        6.1    The SERVICE PROVIDER shall not be liable for

    any special, consequential, or indirect losses of any

    kind including, without limitation, loss of profit,

    damage to reputation, damage to goodwill, corruption to,

    loss of or loss of availability of any data stored or

    processed by the SOFTWARE or for consequential loss

    arising from your use or inability to use the SOFTWARE

    or from errors or deficiencies in it whether caused by

    the negligence of the SOFTWARE PROVIDER or otherwise

    (even if the SOFTWARE PROVIDER has been advised of the

    possibility of such loss or damages). In respect of

    claims for which the liability of SOFTWARE PROVIDER is

    not excluded pursuant to this AGREEMENT, the

    SOFTWARE PROVIDER's entire liability in contract, tort,

    negligence or otherwise under any provision of this

    AGREEMENT shall be limited to the amount of the

    LICENCE FEE actually paid by the LICENSEE at the date any

    such liability arises.

        6.2    Nothing in this AGREEMENT shall operate to

    limit or exclude the liability of either party for death

    or injury arising from its negligence, or for fraud.

        6.3    The LICENSEE will indemnify the

    SOFTWARE PROVIDER and hold it harmless against all

    losses (except any future LICENCE FEEs that would have

    been payable by the LICENCEE but for termination of the

    AGREEMENT) sustained by the SOFTWARE PROVIDER as a

    result of any breach by the LICENSEE of the terms of

    this AGREEMENT.

 

        7    REFUND POLICY

 

        7.1    If the SOFTWARE fails to operate or install

    on the LICENSEE's COMPUTER due solely to an error or

    defect in the SOFTWARE, the SOFTWARE PROVIDER will

    exchange the SOFTWARE or refund the LICENCE FEE paid by

    the LICENSEE.

 

        7.2    The SOFTWARE PROVIDER may, in its absolute

    discretion, provide a refund of the LICENCE FEE paid by

    the LICENSEE, if the LICENSEE is dissatisfied with the

    the SOFTWARE, provided the LICENSEE returns or

    alternatively destroys the SOFTWARE.

 

        8    UPGRADES

 

        8.1    The SOFTWARE PROVIDER may provide the

    LICENSEE with upgrades for the SOFTWARE from time to

    time at its sole option, subject to receipt by the

    SERVICE PROVIDER of any applicable upgrade fees from the

    LICENSEE. The LICENSEE hereby acknowledges and agrees

    that this AGREEMENT does not require the SOFTWARE

    PROVIDER to provide any upgrades whatsoever.

        8.2    The LICENSEE may not continue to use the

    original SOFTWARE if the LICENSEE accepts and uses the

    upgraded SOFTWARE. The LICENSEE will destroy all copies

    of the original SOFTWARE immediately upon installation of

    any upgrade (including by erasing it from the hard drive

    of any COMPUTER upon which it has been installed).

        8.3    The use and licesce of any upgraded SOFTWARE

    by the LICENSEE shall be subject at all times to the

    terms and conditions of this AGREEMENT unless the parties

    agree to any replacement terms and conditions prior to

    the purchase by the LICENSEE of any such upgrade.

        8.4    If the SOFTWARE is licensed to the LICENSEE as

    an upgrade of a component of a package of software

    programs that the LICENSEE was granted a license for as a

    single product, the SOFTWARE may be used and transferred

    only as part of that single product package (and pursuant

    to the licence of that package) and may not be separated

    for use on more than one COMPUTER, web server, or web

    site.

 

        9    DUAL-MEDIA SOFTWARE PRODUCT

 

        9.1    The LICENSEE may receive the SOFTWARE PRODUCT

    in more than one medium. Nevertheless the LICENSEE only

    has the right to load and use one copy of the SOFTWARE

    on a single COMPUTER under the LICENSEE's control, as

    set out in clause 1 above.

 

        10    PRODUCT SUPPORT

 

        10.1    The LICENSEE hereby acknowledges and agrees

    that this AGREEMENT does not require the SOFTWARE

    PROVIDER to provide any support whatsoever for the

    SOFTWARE. Without prejudice to anything else in this

    clause 10, however, the SOFTWARE PROVIDER may, in its

    sole discretion, provide such support for the SOFTWARE

    as it deems fit, provided such support is requested by

    the LICENSEE and subject to receipt from the LICENSEE of

    any applicable fees.

 

        11    INTELLECTUAL PROPERTY RIGHTS

 

        11.1    All INTELLECTUAL PROPERTY RIGHTS in the

    SOFTWARE (and any accompanying documentation) belong to

    the SOFTWARE PROVIDER. Any use (which in this context

    includes, but is not limited to accessing, installing,

    downloading, copying or otherwise benefiting from the

    functionality of the SOFTWARE or using all or any part

    of the source code of the SOFTWARE to create derivative

    works) by the LICENSEE of the SOFTWARE which is not

    expressly granted to the LICENSEE in this AGREEMENT

    shall constitute a material breach of this AGREEMENT and

    an infringement of the SERVICE PROVIDER's INTELLECTUAL

    PROPERTY RIGHTS in the SOFTWARE.

        11.2    You shall not acquire ownership or

    co-ownership of the INTELLECTUAL PROPERTY RIGHTS in the

    SOFTWARE which shall at all times remain vested in the

    SOFTWARE PROVIDER or its third party licensors

    (as appropriate).

        11.3    The LICENSEE shall not use the SOFTWARE in

    any way so as to infringe the INTELLECTUAL PROPERTY RIGHTS

    of any third party.

        11.4    All INTELLECTUAL PROPERTY RIGHTS in any

    customisation, translation, modification, or revision of

    the source code of the SOFTWARE by the LICENSEE in

    breach of this AGREEMENT are hereby assigned by the

    LICENSEE to the SOFTWARE PROVIDER. 11.5    The parties

    acknowledge that certain third party products may be

    included within the SOFTWARE and that in respect of any

    such third party products the INTELLECTUAL PROPERTY

    RIGHTS shall be the property of and belong to the

    respective third parties concerned and neither of the

    parties to this AGREEMENT shall have any rights in

    respect thereof save as may be granted to them in

    accordance with the licences which they may have with

    such third party.

 

        Copyright Notices

 

        11.6    The LICENSEE shall not, without the express

    written consent of the SOFTWARE PROVIDER remove any of the

    copyright notices from the SOFTWARE (whether contained in

    the program code or within the HTML pages that the program

    may generate or otherwise).

 

        11.7    Removal or alteration of said copyright notices

    by the LICENSEE in any way whatsoever (including, without

    limitation, so that they are no longer visible to the human

    eye in normal usage of the SOFTWARE) in breach of this

    clause shall constitute a material breach of this AGREEMENT.

 

        Trademarks

 

        11.8    The LICENSEE is prohibited from removing any

    trade mark from the SOFTWARE in any way whatsoever.

 

        11.9    The provisions of this clause 11 shall survive

    termination (for whatever reason) of this AGREEMENT.

 

        12    CONFIDENTIALITY

 

        12.1    The LICENSEE will (i) maintain as

    confidential all CONFIDENTIAL INFORMATION that it may

    acquire in any manner, and (ii) not directly or

    indirectly disclose to any person not a party to this

    AGREEMENT or publish any of the CONFIDENTIAL INFORMATION

    except with the prior written consent of the SOFTWARE

    PROVIDER or as required by law.

        12.2    To secure the confidentiality of any

    CONFIDENTIAL INFORMATION, following receipt of any

    CONFIDENTIAL INFORMATION from the SOFTWARE PROVIDER,

    the LICENSEE shall apply security measures no less stringent

    than the measures which it would apply to protect its own

    like confidential information (but in any event no less than

    a reasonable degree of care) to prevent any unauthorised

    disclosure and use of the CONFIDENTIAL INFORMATION.

        12.3    The LICENSEE shall notify the SOFTWARE PROVIDER

    immediately upon discovery of any unauthorized use or

    disclosure of CONFIDENTIAL INFORMATION or any other breach

    of this clause 12 by the LICENSEE or its employees, agents

    or consultants, and will cooperate with SOFTWARE PROVIDER

    in every reasonable way to help SOFTWARE PROVIDER regain

    possession of the CONFIDENTIAL INFORMATION and prevent

    its further unauthorized use or disclosure. 12.4    The

    provisions of this clause 12 shall survive termination

    (for whatever reason) of this AGREEMENT.

 

        13    SOURCE CODE USAGE

 

        13.1    Other than in circumstances expressly

    permitted by law, or where expressly permitted in

    writing by the SOFTWARE PROVIDER, the LICENSEE shall not

    attempt to discover, alter, modify or tamper with in any

    way, decompile or reverse engineer the source code of

    the SOFTWARE. Any attempt to do so is strictly

    prohibited and will constitute a material breach of this

    AGREEMENT.

 

        14    BACK-UP COPY

 

        14.1    The LICENSEE may make one (1) copy of the

    SOFTWARE solely for backup/ archival purposes provided

    that (a) the original and each copy is kept under the

    LICENSEE'S control, (b) each such copy bears the

    SOFTWARE PROVIDER'S copyright notice.

 

        15    SEPARATION OF COMPONENTS

 

        15.1    The SOFTWARE is licensed as a single

    product. Its component parts may not be separated for

    use on more than one COMPUTER.

 

        16    NO ASSIGNMENT

 

        16.1    The LICENSEE may not assign, rent, lease or

    lend all or any part of the LICENSEE's rights or

    obligations under this AGREEMENT, and any attempt to do

    so will be void and a material breach of this AGREEMENT.

 

 

        17    MARKETING

 

        17.1    The LICENSEE hereby grants to the SOFTWARE

    PROVIDER the right to mention the LICENSEE's name and/or

    web site as a customer site in its marketing materials,

    including but not limited to the SOFTWARE PROVIDER's web

    sites, product brochures, or other media. Such usage may

    include listing the LICENSEE's web site, linking to the

    LICENSEE's web site, and/or displaying the LICENSEE's

    company logo as part of such listings or links. The

    LICENSEE may request in writing at any time that such

    use of the LICENSEE's company name or web site may not

    be made, following which request the SOFTWARE PROVIDER

    will stop such use within a reasonable period of time.

 

        18    LAW

 

        18.1    This AGREEMENT shall be governed by and

    construed in accordance with English law and the parties

    hereby submit to the exclusive jurisdiction of the

    English courts.

 

        19    WAIVER

 

        19.1    No forbearance, delay, failure or indulgence

    by the SERVICE PROVIDER in enforcing any term of this

    Agreement shall prejudice or restrict any rights of the

    SERVICE PROVIDER nor shall any waiver of the SERVICE

    PROVIDER's rights operate as a waiver of any subsequent

    breach.

 

        20    THIRD PARTIES

 

        20.1    The LICENSEE and the SERVICE PROVIDER each

    confirm that it is their intent that this AGREEMENT is

    not intended to confer any rights upon any third party

    and that accordingly, the Contracts (Rights of Third

    Parties) Act 1999 shall not apply to this AGREEMENT.

 

        21    ENTIRE AGREEMENT

 

        21.1    This AGREEMENT and the documents referred to

    in it represent the entire understanding between the

    LICENSEE and the SERVICE PROVIDER relating to the

    LICENSEE's use of the SOFTWARE and supersedes all

    previous proposals, representations, understandings and

    prior agreements (whether oral or written) and other

    communications.

        21.2    The LICENSEE hereby warrants that it has not

    been induced to enter into this AGREEMENT by any prior

    representations whether oral or in writing except as

    expressly contained in this AGREEMENT. Nothing in this

    AGREEMENT shall operate to limit or exclude any liability

    for fraud.

 

        22    SEVERABILITY

 

        22.1    In the event that any provision of this

    AGREEMENT is found by any court of competent

    jurisdiction to be invalid, void or illegal then this

    shall not affect the remaining terms and conditions of

    this AGREEMENT which shall remain in full force and

    effect.

 

    * * *

 

    HEALTH PRECAUTIONS & DISCLAIMERS:

 

    1) None of our products are intended for use in the

    diagnosis, treatment or cure of any physical or mental

    condition or dysfunction.

 

    2) Some products may contains flashing images. Do not

    load such products if you are susceptible to health problems

    due to flashing images. Seek medical advice if you are

    unsure.

 

    3) Some products may induce a state of hypnosis.

    Do not load such products if you are susceptible to health

    problems due to hypnosis. Seek medical advice if you are

    unsure.

 

    3) You may wish to consult a physician before using

    brainwave entrainment products, such as binaural beat

    recordings. Do NOT use these products if you suffer from

    epilepsy. Do NOT use these products if you suffer from

    any serious mental disorder, if you are pregnant, if you

    wear a pacemaker, if you are prone to seizures, if you are

    photosensitive, or if you are under the influence of

    medication or drugs. We also recommend that users of

    brainwave entrainment products should be over 18 years of

    age. Do NOT use brainwave entrainment products when you

    need to stay awake. Seek medical advice if unsure of

    any of these warnings.