This licence agreement has been updated on 15/02/2013
This software license agreement (“Agreement”) is a legal agreement between you (either an individual or an entity, “You” or “Your”) and Diego Zanella, also trading as Aelia (“We”, “Our” or “Us”) for the use of software (“Software”) and any services that may be provided. We reserve the right to modify the terms of this Agreement at any time.
By purchasing, or downloading a free copy, of the Software (or authorising any other person to do so) You warrant that you are capable of entering into a binding legal agreement, that You have read and understand this Agreement and that You accept its terms and conditions.
Grant and Scope of Licence
Subject to the terms and conditions of this Agreement and the payment by You of the applicable fee for the Software, We grant You a limited, non-exclusive, worldwide licence to install, download and use a single instance of the Software (“Licence”) through a single installation. Each Licence may run one instance of the Software, accessible via one URL. Any attempt to circumvent this limitation is prohibited and will result in the Licence being revoked.
You may create a single additional test installation for the purpose of testing the Software. Any test installation of this kind must be password protected, and access to it must be limited to You and Your website staff.
3rd Party LicencesWe reserve the right to distribute some of our Software under 3rd Party Licences, such as GPL, MIT, OSL or other(s). By using the Software provided by Us, you are agreeing to the term of the Licence under which it is distributed.
The Software is Licensed to You for use only under the terms and conditions of the Licence. You acknowledge that all intellectual property rights, copyrights and trademarks in the Software belong to Us, that rights in the Software are Licensed (not sold) to You, and that You have no rights in, or to, the Software other than the right to use them in accordance with the terms of this Agreement.
All copies of the Software must contain the same proprietary notices that appear on and in the Software, including all copyright notices embedded in the Software, which must remain unaltered from the original and visible at all times, unless by specific prior arrangement with Diego Zanella.
The Software may be permanently transferred by the original purchaser to a third party (“Subsequent Licensee”). The original Licensee may not retain a copy or installation of the Software. The Subsequent Licensee must agree to the terms of this Agreement and waive the right to transfer.
This Licence is granted to You alone. You may not redistribute the Software in whole or in part. You may not rent, lease, sub-license, sell, assign, pledge, transfer or otherwise dispose of the Software in any form, on a temporary or permanent basis, without the prior written consent from Us. This doesn’t affect your right to permanently transfer the licence to a third party, as described in Rights section. For example, you are entitled to purchase licences for installation on your clients’ websites, who will then become the Subsequent Licensees.
Exceptions to this restriction are listed in Restrictions Exceptions section.
You are solely responsible for ensuring that Your Content and Your use of the Software complies with all applicable legislation and regulations, including but not limited to all applicable Data Protection and Privacy legislation. You undertake to ensure that the Software is not used by You or others to engage in illegal activity. You may not use the software to engage in any activity that would violate the rights of third parties. You hereby agree to indemnify Us from any loss or damage arising from Your breach of this provision.
Our Software may contain components and/or libraries, whether developed by Us or by 3rd parties, that are distributed under a more permissive licence, such as GPL or MIT. These components are subject to the terms of the license under which they were distributed originally, which may grant You further rights.
The rights conferred to you by 3rd party Licences are not affected by this Licence. Any aspect not covered by a 3rd party Licence (including, but not limited to, Termination, Support, Warranty, Liability, Refunds and Jurisdiction) is subject to the provisions of this Licence Agreement.
The Licence for the Software is effective until terminated. You may terminate the Licence at any time by uninstalling the Software and destroying all copies of the Software.
We reserve the right to revoke Your Licence to use the Software should any of the terms of this Agreement be violated.
Disclaimer of Warranties
The Software is provided on an “AS IS” basis, without warranty of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose, and non-infringement.
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 prior to purchase. You acknowledge that the Software may not be free of bugs or errors, and agree that the existence of errors shall not constitute a breach of this Agreement.
The entirety of the risk as to the results, quality and performance of the Software is with You.
In the event that You are purchasing the Software as a consumer, nothing in this clause shall affect your statutory rights.
Limitation of Liability
Our liability for losses suffered by you, arising out of or in connection with this agreement (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall be limited to 100% of the purchase price. We shall not be liable for indirect, incidental, or consequential damages of any kind, including loss of income or profits, loss of goodwill, loss of data, or the like. Nothing in this Agreement shall limit or exclude the liability of either party for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation.
This Agreement sets out the full extent of Your obligations and liabilities in respect of the supply of the Software. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on You except as specifically stated in this Agreement. Any condition, warranty, representation or other term concerning the supply of the Software which might otherwise be implied into, or incorporated in, this Agreement, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
You agree to indemnify, defend, and hold harmless Us and our staff, including, but not limited to officers, directors, agents, and employees from and against any and all demands, claims, losses and liabilities, including reasonable attorney’s fees, arising out of or caused by Your or Your visitors’ use of the Software. This obligation shall survive the termination of this Agreement.
This Licence, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Irish law and submitted to the non-exclusive jurisdiction of the Irish courts. If an Irish Court judges any provision of this Agreement to be invalid, void, or unenforceable, the parties agree that the remaining provisions of this Agreement shall remain valid and enforceable.