End User License Agreement

IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE INSTALLING THE SOFTWARE

This End User License Agreement (License) is a legal agreement between you (Licensee or you) and PriApps Limited, a Limited company registered in England and Wales (company number 6982922) whose registered office is at The Shetlands, Theale Road, Burghfield, Reading, Berkshire RG30 3TN, United Kingdom (Licensor or we) for PriApps Print™ or PriApps Mobile™, as appropriate (Software) and any online or electronic documentation (Documentation). Software requirements are contained in the Documentation and can be viewed online at www.priapps.com. These requirements may vary with each release of the Software and you must read the requirements before installing the Software.

By clicking on the “Accept” button below, you agree to the terms of this License and confirm that you have read the Software requirements referred to above. If you click on the “Decline” button or otherwise do not agree to the terms of this License, you are not permitted to continue with the installation or use of the software.

1. Grant and Scope of License

1.1 In consideration of you agreeing to abide by the terms of this License and paying of the license fee (which is part of the price that you pay any third party supplier for this package), the Licensor hereby grants to you a non-exclusive, non-transferable license to use the Software on the terms of this License.

1.2 You may:

(a) Install and use the Software only: (i) for your private or internal business purposes; and (ii) on one device as described in the relevant Software requirements detailed in the Documentation;
(b) where applicable, re-install the Software; and
(c) receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by the Licensor from time to time.

1.3 The license granted in this condition 1 shall commence on the date that you install the Software and shall continue until terminated in accordance with the provisions of this License.

2. Licensee’s Undertakings

2.1 Except as expressly set out in this License 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 or where it is necessary for the purpose of back-up or operational security;
(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software;
(c) not to make alterations to, or modifications of, 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;
(d) 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 except to the extent that such actions cannot be prohibited in accordance with any law applicable to this License;
(e) to keep the Software secure;
(f) to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this License;
(g) to replace the current version of the Software with any updated or upgraded version or new release provided by the Licensor under the terms of this License immediately on receipt of such version or release;
(h) to include the copyright notice of the Licensor on all entire and partial copies of the Software in any form;
(i) 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 the Licensor; and
(j) to permit the Licensor and his representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises at which, and to all devices on which, the Software or the Documentation is being kept or used, and any records kept pursuant to this License, for the purpose of ensuring that you are complying with the terms of this License.

3. Support

3.1 The Licensor’s technical support staff will endeavor to answer by email any queries which you may have regarding the use or application of the Software. For email support please email support@priapps.com. This email support is limited to 09:00 Central European Time (CET) to 17:00 Pacific Daylight Time (PDT), Monday to Friday, excluding public holidays. No warranty or representation is given by the Licensor that it will respond at or within a certain time frame.

3.2 The Licensor shall not be obliged to provide any further support of the Software other than as provided in condition 3.1. Details of additional support packages (which will be the subject of a separate agreement and a separate fee), can be obtained by email at support@priapps.com or online at www.priapps.com.

4. Intellectual Property Rights

4.1 You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world either belong to the Licensor or that the Licensor is authorized by any relevant third-party rights holder to utilize their intellectual property rights in the Software. You agree that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this License.

4.2 You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.

4.3 The integrity of this Software is protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in the Software of the Licensor are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose sole intended purpose is to facilitate the unauthorized removal or circumvention of such TPM.

5. Warranty

5.1 The Licensor warrants that:

(a) during the period of 90 days beginning with the date on which you receive the Software (Warranty Period), the Software will perform substantially in accordance with the functions described in the Documentation (provided that the Software is installed in accordance with the relevant requirements detailed above, and properly used in accordance with the Documentation and this License), and the Documentation correctly describes the operation of the Software in all material respects; and
(b) it has tested the Software for viruses using commercially available virus-checking software, consistent with current industry practice.

5.2 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 as described in the Documentation meet your requirements.

5.3 You acknowledge that the Software may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of this License.

6. Liability

6.1 Nothing in this License shall limit or exclude the liability of either party for death or personal injury resulting from negligence, for fraud, fraudulent misrepresentation or any other liability which may not be lawfully limited or excluded.

6.2 Subject to condition 6.1, the Licensor shall not be liable for any loss of the following types suffered by you arising out of or in connection with this License and your use of the Software (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including without limitation negligence), misrepresentation or otherwise:

(a) loss of income;
(b) loss of business profits or contracts;
(c) business interruption;
(d) loss of the use of money or anticipated savings;
(e) loss of information;
(f) loss of opportunity, goodwill or reputation;
(g) loss of, damage to or corruption of data; and/or
(h) any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including without limitation negligence), breach of contract or otherwise.

6.3 Subject to conditions 6.1 and 6.2, the Licensor’s liability in respect of a breach of condition 5.1(a) shall be limited to the Licensor (at the Licensor’s option) either:

(a) providing you with a new copy of the Software; or
(b) refunding the license fee paid by you for the Software;
(c) which shall be your sole remedy in respect of such breach.

6.4 Subject to conditions 6.1 to 6.3 inclusive, the Licensor’s maximum aggregate liability in connection with your use of the Software, under or in connection with this License, or any collateral contract, whether in contract, tort (including without limitation negligence) or otherwise, shall be limited to a sum equal to the license fee paid by you.

6.5 You acknowledge that the Software and Documentation have been developed by the Licensor and have not been developed by any third-party that makes the Software and Documentation available through its business (whether through a portal or otherwise) and accordingly, that no such third-party shall have any liability to you in relation to the Software or Documentation (including, but not limited to, in relation to the sale, distribution, use, performance or non-performance of them). You agree to hold any such third-party harmless in respect of loss suffered by you in relation to the Software or Documentation. You further agree that any such person may rely upon and enforce this condition 6.5 directly against you notwithstanding the fact that they are not a party to this License.

6.6 Without prejudice to any rights or remedies implied by statute or common law or under any provision of this License, you shall indemnify the Licensor and keep the Licensor indemnified in full against any and all losses, liabilities, costs, claims, demands, expenses and fees (including but without limitation legal and other professional fees), actions, proceedings, judgments awarded and damages suffered or incurred by the Licensor arising out of or in connection with any failure by you to comply with the terms of this License.

6.7 Subject to conditions 6.1 to 6.4 inclusive, the Licensor’s liability for infringement of third-party intellectual property rights shall be limited to breaches of rights subsisting in the UK.

6.8 This License sets out the full extent of the Licensor’s obligations and liabilities in respect of the supply of the Software and Documentation. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this License. Subject to condition 14.3, any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this License, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.

7. Termination

7.1 This License shall terminate immediately if:

(a) you commit a material or persistent breach of this License which you fail to remedy (if remediable) within 14 days of being required by the Licensor to do so; or
(b) a petition for a bankruptcy order to be made against you has been presented to the court;
(c) the Licensee (where it is a company) becomes insolvent or unable to pay its debts (within the meaning of the Insolvency Rules 2016), enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, or becomes unable to pay its debts (within the meaning of the Insolvency Rules 2016); or
(d) any event analogous to those described in (a) to (c) above takes place in relation to the Licensee in any jurisdiction.

7.2 Upon termination for any reason:

(a) all rights granted to you under this License shall cease;
(b) you must cease all activities authorized by this License;
(c) you must immediately pay to the Licensor any sums due to the Licensor under this License; and
(d) you must immediately delete or remove the Software from all devices on which it is installed and immediately destroy or return to the Licensor (at the Licensor’s option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to the Licensor that you have done so.

8. Transfer of Rights and Obligations

8.1 This License is binding on you and on your respective successors and assigns.

8.2 In the event that you allow any other person to have access to any device upon which you have installed the Software, you are responsible for ensuring that that person complies with the terms of this License and you agree to be liable for the acts or omissions of any such person as if they were your own acts or omissions.

8.3 You may not transfer, assign, charge or otherwise dispose of this License, or any of your rights or obligations arising under it, without our prior written consent.

8.4 The Licensor may transfer, assign, charge, sub-contract or otherwise dispose of this License, or any of his rights or obligations arising under it, at any time during the term of the License.

8.5 Subject to condition 1.2(b), you may not transfer the Software to any other device other than the one on which you first installed it.

9. Notices

All notices given by you to the Licensor must be given to PriApps Limited at legal@priapps.com. The Licensor may give notice to you at any e-mail or postal address you provided to it or to any representative from whom you purchased this License. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

10. Events Outside the Licensor’s Control

10.1 The Licensor will not be liable or responsible for any failure to perform, or delay in performance of, any of his obligations under this License that is caused by an event outside of its reasonable control (Force Majeure Event).

10.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

(a) strikes, lock-outs or other industrial action;
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(e) failure or substantial reduction in the availability or connectivity of public or private telecommunications networks;
(f) viruses, worms, trojan horses, logic bombs, hacking or any other malicious interference of this nature; and
(g) the acts, decrees, legislation, regulations or restrictions of any government.

10.3 The Licensor’s performance under this License is deemed to be suspended for the period that the Force Majeure Event continues, and he will have an extension of time for performance for the duration of that period. We will use our reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations under this License may be performed despite the Force Majeure Event.

11. Waiver

11.1 If the Licensor fails, at any time during the term of this License, to insist on strict performance of any of your obligations under this License, or if the Licensor fails to exercise any of the rights or remedies to which he is entitled under this License, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

11.2 A waiver by the Licensor of any default shall not constitute a waiver of any subsequent default.

11.3 No waiver by the Licensor of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

12. Severability

If any of the terms of this License are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

13. Entire Agreement

13.1 This License and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Software and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.

13.2 We each acknowledge that, in entering into this License, neither of us has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us before entering into this License except as expressly stated in this License.

13.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this License (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in this License.

14. Law and Jurisdiction

14.1 If you are domiciled or incorporated in the USA, this License will be governed by the laws of the State of Texas, without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in Travis County, Texas. You hereby agree any claims will be brought exclusively in the federal or state courts located in Travis County, Texas and the parties hereby irrevocably consent to the personal jurisdiction and venue of the courts located in Travis County, Texas for the purpose of litigating any and all such claims.

14.2 In all other cases, this License, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and submitted to the non-exclusive jurisdiction of the English courts.

14.3 Nothing in this License shall affect any rights that you have as a consumer (where you purchase this License as a consumer) that cannot be lawfully excluded in accordance with laws applicable to this License in the jurisdiction in which you are domiciled.

PriApps End User License Agreement