This is a legal Agreement between you (‘the Licensee’) and PlayBox Technology (UK) Limited for the grant by PlayBox Technology to you of a license of the PlayBox Technology software upon the terms and conditions of this Agreement.
By signing this Agreement you are agreeing to be bound by the terms of this Agreement and limited warranty.
Grant of Licence
In consideration of the full payment by the Licensee to PlayBox Technology of the license fee in accordance with PlayBox Technology’s standard terms of trading and the Licensee hereby agreeing to comply with the terms and conditions of this License and the limited warranty PlayBox Technology hereby grants to the Licensee a non-exclusive and non-transferable license (‘License’) to use and display the PlayBox Technology computer software program (‘the Software’) and where appropriate the instruction manuals, user guides and other information to be made available by PlayBox Technology at its discretion in either printed or machine readable form to the Licensee (‘Documentation’) and to possess and refer to the Documentation upon the terms and conditions of this Agreement.
You may install and use the Software on designated computers located at the single physical (geographical) location notified to and agreed by PlayBox Technology.
You may not distribute the Software, or any portions of the Software, or related documentation to any other organisation or to any person external to your organisation.
You may make a reasonable number of copies of the Software solely for backup and recovery purposes. Any such copies shall in all respects be subject to the terms and conditions of this Agreement. Each copy must reproduce and include PlayBox Technology’s copyright notice.
You shall not make copies of the Software additional to those expressly permitted in this License Agreement.
Third Party Software
PlayBox Technology may utilise third-party software to enhance its functionality, depending on the modules installed. Note that your usage and rights to such third-party software are governed by the appropriate licenses originating with that software, not your License Agreement with PlayBox Technology.
PlayBox Technology warrants that the Software will perform substantially in accordance with the accompanying product descriptions in the documentation provided that the Software is properly used on the computer and with the operating system for which it was designed.
PlayBox Technology’s entire liability and the Licensee’s exclusive remedy shall be, at PlayBox Technology’s option, either (a) a rebate of the license fee or (b) correction or replacement of the Software that does not meet PlayBox Technology (UK) Limited Warranty and which is returned to PlayBox Technology with a copy of this Agreement. The Limited Warranty is void if failure of the Software has resulted from accident, abuse or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period or 30 days whichever is the longer.
No Other Warranties
To the maximum extent permitted by applicable law, PlayBox Technology disclaims all other warranties, either express or implied (whether by statute, common law, trade usage, course of dealing or otherwise) including but not limited to implied warranties of merchantability and fitness for any particular purpose with respect to the Software and Documentation.
No Liabilities for Consequential Damages
To the maximum extent permitted by applicable law, PlayBox Technology and its suppliers shall not be liable for any other damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information or other financial or consequential loss) (except personal injury or death resulting from PlayBox Technology’s negligence) arising out of the use of or inability to use the Software or Documentation even if PlayBox Technology has been advised of the possibility of such damages. PlayBox Technology’s entire liability under any provision of this Agreement shall, in any event, be limited to the amount of the license fee actually paid by the Licensee for the Software and Documentation.
Unless authorised in writing by PlayBox Technology, nothing contained herein shall entitle the Licensee to access any source code. The Licensee shall indemnify PlayBox Technology in full against any breach of this clause.
Property in the Software and Documentation
The Software and the Documentation contain proprietary information of PlayBox Technology and all copyright, trade marks and other intellectual property rights in the Software and the Documentation are the exclusive property of PlayBox Technology (UK) Limited.
The Licensee shall take all such steps as shall be necessary or appropriate to protect PlayBox Technology’s copyright and proprietary information in the Software and the Documentation and without prejudice to the generality of the foregoing shall not rent, lease, sub-licence, loan, copy (except as expressly provided in this Agreement), modify, adapt, merge, translate, reverse engineer, de-compile, disassemble or create derivative works based on the whole or any part of the Software or the Documentation.
If the Licensee sells, disposes of, or otherwise loses control of the processor on which the Software is running then the Licensee shall ensure that the Software is removed or deleted before the sale or disposition.
Title and Copyright
It is an express condition of this License that PlayBox Technology retains title and ownership of the Software and any new version or new releases provided under any warranty or otherwise and all subsequent copies from the Software and the Documentation regardless of the form or media. No title or rights of ownership, copyright or other intellectual property in the Software and the Documentation have been or are hereby, or will be transferred to the Licensee.
The copyright, patents, trade marks and all other intellectual property rights in the Software and related documentation are owned by and remain the property of PlayBox Technology or its suppliers and are protected by national laws and international treaty provisions. You do not obtain any rights in the Software other than those expressly granted in this Agreement.
You may not assign this Agreement nor any of its rights or obligations hereunder nor sub-license the use (in whole or in part) of the Software without PlayBox Technology’s prior consent.
The Licensee shall not assign, transfer, sell, lease, rent, charge or otherwise deal in or encumber the Software and the Documentation, nor use on behalf of or make available the same to any third party but the Licensee may transfer the Software and the Documentation and this licence on a permanent basis to another person provided such transferee has agreed to be bound by the terms and conditions of this License and Limited Warranty and the Licensee contemporaneously transfers all copies of the Software Materials to that transferee or will destroy all copies of the Software and the Documentation and provided that the transferor notifies PlayBox Technology of the name and address of the transferee within 7 days of the transfer.
Law and Jurisdiction
This Agreement shall be governed and construed in accordance with English Law and the parties shall submit to the non-exclusive jurisdiction of the English Courts.
Any rights not expressly granted herein are reserved.