TERMS & CONDITIONS (DEMO SOFTWARE)
These Download Terms and Conditions (“Agreement”) constitute a legal agreement between you (either an individual or single entity) and Phoneware Ltd (“Phoneware”) setting forth the terms and conditions governing your downloading of Phoneware’s demo software accompanying this Agreement (“SOFTWARE”) which includes computer software and may include “online” or electronic documentation. By selecting “Check here to accept our Terms & Conditions”, you indicate your acceptance of this Agreement and are agreeing to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you are not authorized to download the SOFTWARE.
This license is not a sale of the SOFTWARE and you do not become the owner of the SOFTWARE through your download and/or use. Phoneware and/or Phoneware’s licensors retain ownership of the SOFTWARE and all copies thereof and all related intellectual property rights, and reserves all rights not expressly granted to you under this Agreement. This Agreement constitutes the complete and exclusive agreement, oral or written, between you and Phoneware or any associated company of Phoneware relating to the SOFTWARE.
1.1. In these Terms and Conditions the following expressions have the following meanings:
“End User” being the person/company who downloaded the SOFTWARE
“the Documentation” means the operating manuals and other literature (if any) provided by Phoneware or Phoneware’s distributor or agent to the End User from time to time for use by the End User in conjunction with the SOFTWARE
“the Equipment” means the equipment specified by Phoneware or Phoneware’s distributor or agent on which the software may be used.
“SOFTWARE” means the version of the demo software downloaded or supplied by Phoneware or Phoneware’s distributor or agent and all modifications, enhancements and replacements thereof and additions thereto provided by Phoneware or Phoneware’s distributor or agent.
2. GRANT OF LICENSE
2.1. Phoneware hereby grants to you the End User a non-exclusive non-transferable personal license to use the Software on the Equipment specified by Phoneware or Phoneware’s distributor (the “Equipment”) subject to the terms and conditions of this Agreement
3. ENTITLEMENTS OF END USER
3.1. The sole entitlements of the End User in relation to the use of the Software will be as follows:- 3.1.1. to load the Software into, store and run the Software on the Equipment in accordance with the terms and conditions herein
4. UNDERTAKINGS BY THE END USER
4.1. THE END USER UNDERTAKES:
4.1.1. (subject always to any rights which it enjoys under applicable law) not to copy (save that the End User may make one copy of the Software for back-up purposes and such copy will in all respects be subject to the provisions of this Agreement), sub-license, reproduce, translate, adapt, merge, alter, vary, modify, reverse engineer, decompile, disassemble, or create any derivative work based on or including, the Software;
4.1.2. not to copy, modify or create derivative works based on the Documentation;
4.1.3. to reproduce and include the copyright notice of Phoneware on any copy of the SOFTWARE;
4.1.4. to replace the current version of the Software with any upgraded version forthwith upon receipt of same from Phoneware or Phoneware’s distributor;
4.1.5. to treat as confidential all information contained or embodied in the Software and all information conveyed to the End User by Phoneware in connection with the same (including the Documentation)
5.1. The End User agrees that copyright and all other intellectual property rights of whatever nature in the Software and the Documentation are and shall remain the property of Phoneware. The End User owns only the medium on which the Software is supplied.
6.1. ALL WARRANTIES, CONDITIONS, UNDERTAKINGS, TERMS, REPRESENTATIONS AND OBLIGATIONS, WHETHER EXPRESS (AND WHETHER MADE BY PHONEWARE’S DISTRIBUTOR OR OTHERWISE) OR IMPLIED BY STATUTE, COMMON LAW, TRADE USAGE, COURSE OF DEALING OR OTHERWISE ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, PHONEWARE DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FOR THE AVOIDANCE OF DOUBT, PHONEWARE WILL NOT, IN ANY CIRCUMSTANCES, BE LIABLE TO THE END USER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY LOSS OR DAMAGE OF ANY KIND INCLUDING LOSS OF PROFITS, LOSS OF DATA OR OTHER CONSEQUENTIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE.
6.2. IF, NOTWITHSTANDING THE FOREGOING, LIABILITY CAN BE IMPOSED ON PHONEWARE THEN PHONEWARE’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY LOSSES OR INJURIES TO THE END USER, REGARDLESS OF THE CAUSE OF THE LOSS OR INJURY AND REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE RIGHT CLAIM TO HAVE BEEN VIOLATED, SHALL NEVER EXCEED THE AMOUNT PAID BY THE END USER TO PHONEWARE’S DISTRIBUTOR FOR THE SOFTWARE.
6.3. For the avoidance of doubt, the End User acknowledges that it will have sole responsibility for establishing the link between the Software and the telephone system with which it is to be linked.
6.4. The contractual rights which the End User enjoys under applicable statutory provisions are in no way prejudiced by anything contained herein.
7. CONFIDENTIAL INFORMATION
7.1. The End User undertakes to treat as confidential and keep secret all information contained or embodied in the SOFTWARE and all information conveyed to the End User by Phoneware in connection with the same (including the Documentation)
8.1. Phoneware will be entitled to terminate this license forthwith if the End User commits any breach of any of its terms or if the End User ceases to carry on business.
9.1. THIS DOCUMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN PHONEWARE AND THE END USER AND SUPERSEDES ALL PRIOR ORAL AND WRITTEN COMMUNICATIONS AND AGREEMENTS BETWEEN PHONEWARE AND THE END USER IN RELATION TO THE GOODS AND SERVICES SUPPLIED HEREUNDER. THE END USER DOES NOT RELY ON ANY REPRESENTATION OR WARRANTY UNLESS IT IS EXPRESSLY CONTAINED IN THE DOCUMENT.
9.2. These Terms and Conditions and all relationships created hereby will in all respects be governed by and construed in accordance with Irish law. The parties hereby submit to the non-exclusive jurisdiction of the Irish courts