DEMONSTRATION LICENSE TERMS AND CONDITIONS
- The Licensor (US) is the owner of ifaDASH, a software dashboard that supports financial advisory businesses using a single platform that offers real-time business monitoring, forecasting, and planning.
- The Licensee (YOU) is interested in licensing such software for its internal business purposes but wishes first to evaluate the software for a limited period to assess its suitability for the Licensee's requirements and to determine whether the Licensee wishes to take a full commercial licence of the software. This software evaluation licence (the "Agreement") sets out the terms of this Evaluation Period (as defined below).
By clicking the “CONFIRMATION” box, Licensee agrees to and accepts each of the terms, conditions, and provisions of this Agreement. If you are not authorised to do so or do not agree to and accept each of the terms, conditions, and provisions of this Agreement, do not agree to these terms and conditions.
1. User Evaluation Licence
1.1 Subject to and in consideration for the Licensee's compliance with the terms and conditions of this Agreement, the Licensor grants to the Licensee a non exclusive, non-transferable licence to use the Software and the Documentation in the Territory (UK) during the Evaluation Period solely for the purpose of evaluating the suitability of the Software for the Licensor's internal business purposes, and for no other purpose whatsoever for a period of 7 days (Evaluation period) at no cost to the licensee.
1.2 The Licensee acknowledges that:
- the Software will automatically "time out" (that is to say, cease to operate) at the end of the Evaluation Period; and
- the Licensor shall have no liability whatsoever for the loss of any data as a result of the Software ceasing to function upon termination of the Agreement.
1.3 The Licensor will issue a maximum of up to ten (10) Licenses to the Licensee during the Evaluation Period. If at the end of the Evaluation Period, a separate standard licence is purchased, the Licensee shall confirm to the Licensor the number of Licenses required under the New Licence Agreement.
1.4 The Licensee may use the Software only for the company detailed within this agreement.
1.5 The Licensee is permitted to make a back-up copy of the Software insofar as the making of that back-up copy is necessary for the use of the Software permitted by this Licence. The Licensee's use of such back-up copy shall be subject to the terms and conditions of this Agreement.
1.6 The Licensee shall not make any alterations, modifications, additions, or enhancements to the Software.
1.7 The Licensee shall not translate or adapt the Software or Documentation for any purpose nor create derivative works based on the Software or Documentation.
1.8 The Licensee shall not, decompile, reverse engineer or dissemble the Software except that the Licensee may decompile the Software without the Licensor's consent only to the extent permitted by and in accordance with applicable law in the Territory (UK) (or part of the Territory) where the Licensee is licensed to use the Software.
1.9 The Licensee shall not transfer or distribute (whether by rental, sale, licence, loan or otherwise) all or any part of the Software and the Documentation to any other person.
1.10 The Licensee shall effect and maintain adequate security measures to safeguard the Software and the Documentation from unauthorised access, use or copying.
1.11 The Licensee shall notify the Licensor immediately if the Licensee becomes aware of any unauthorised access to, use or copying of the Software and/or Documentation by any person.
2. Proprietary Rights
2.1 The Software is confidential and proprietary to the Licensor. The Licensee shall not acquire any title, copyright or other proprietary rights in the Software or the Documentation or any copies thereof.
2.2 The Licensee agrees not to remove, suppress, or modify in any way any proprietary marking, including any trademark or copyright notice, on or in the Software or which are visible during its operation, or which are on its carrier medium or on any Documentation. The Licensee shall incorporate such proprietary markings in any back-up copy.
3. Warranty as to title
3.1 The Licensor warrants that it has full right title and authority to grant the Licence to the Licensee in accordance with this Agreement.
4. Exclusion of liability
4.1 The Licensee acknowledges that the Software and the Documentation have not been prepared to meet the Licensee's individual requirements and that the Software and Documentation are provided on an “as is” basis for the purposes of evaluation only.
4.2 The express terms of this Agreement are in lieu of all warranties, terms, conditions, undertakings, representations, and obligations implied by statute, common law, trade usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law. The Licensor makes no warranty as to satisfactory quality or fitness for a particular purpose of the Software or that the Software is free from defects or errors.
4.3 The Licensor shall not be liable to the Licensee for:
- any indirect loss (whether or not the Licensor had been informed of or was aware that there was a serious possibility of such loss);
- any loss of goodwill, reputation, or opportunity
- any loss of profit; or
- any loss of or corruption of data
in each case arising out of the Licensee's use of the Software or Documentation or in connection with this Agreement or any breach or non-performance of it no matter how fundamental (including by reason of the Licensor’s negligence).
4.4 Notwithstanding any contrary provision in this Agreement, neither party limits nor excludes its liability in respect of:
- any death or personal injury caused by its negligence;
- fraud or fraudulent misrepresentation; or
- any other liability which cannot be excluded under applicable law.
5.1 The Licensee acknowledges that the Software and Documentation comprise valuable confidential proprietary information and trade secrets belonging or licensed to the Licensor ("Confidential Information"), the disclosure of which could have damaging effects on the Licensor's (or its licensors') business.
5.2 The Licensee undertakes to keep confidential all Confidential Information received from the Licensor in connection with this Agreement and shall not divulge the same to any person without the Licensor's prior written consent.
5.3 The Licensee shall be entitled to disclose Confidential Information where required to do so by law, regulation, or order of a court of competent jurisdiction, but only to the extent necessary to comply with such law, regulation, or order. Where a disclosure is necessary in accordance with this Clause, the Licensee shall so far as permitted promptly notify the Licensor in writing so that the Licensor, at its sole discretion, may obtain any protective orders. If such notice does not permit reasonably adequate time to obtain such protective orders, then the Licensee shall notify the relevant person or entity to whom the Confidential Information is to be disclosed of the confidential nature of such information and request confidential treatment. Without prejudice to the foregoing, the Licensee shall generally comply with all reasonable requests of the Licensor relating to such disclosure.
6.1 The licensor will terminate this agreement automatically at the end of the evaluation period being 7 days from the start of the evaluation period, which is the date the licensee is provided with the link to the “Demo” model for evaluation purposes.
6.2 The Licensor may terminate this Agreement immediately without notice to the Licensee if the Licensee:
- breaches this Agreement;
- ceases or threatens to cease to carry on business, is unable to pay its debts within the meaning of the Insolvency Act 1986 section 123, has an administrator, receiver, administrative receiver or manager appointed over the whole or any part of its assets, enters any composition with creditors generally, or has an order made or resolution passed for it to be wound up (unless as part of any scheme for solvent amalgamation or solvent reconstruction) or undergoes any similar or equivalent process in any jurisdiction;
7. Licensee's obligations on termination or expiry of Evaluation Period
7.1 The Licensee's authorisation to use the Software and the Documentation under this Agreement shall cease on termination of this Agreement.
7.2 On termination of this Agreement the Licensee shall immediately cease to use the Software.
8. Third Party Rights
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.
9. Entire Agreement
9.1 This Agreement constitutes the entire agreement and understanding between the parties relating to its subject matter and supersedes any other agreement or understanding (written or oral) between the parties or any of them relating to the same.
9.2 Each party acknowledges and agrees that it does not rely on, and shall have no remedy in respect of, any promise, assurance, statement, warranty, undertaking, or representation made (whether innocently or negligently) by any other party or any other person except as expressly set out in this Agreement in respect of which its sole remedy shall be for breach of contract.
9.3 Nothing in this Clause shall operate or be construed to exclude or limit any liability of any person for fraud, including fraudulent misrepresentation.
10.1 The Licensee shall not assign all or any part of its rights and/or obligations under this Agreement without the Licensor's prior written consent.
10.2 The Licensor may assign any or all of its rights and obligations under this Agreement at any time
11. Governing Law and Jurisdiction
11.1 This Agreement and any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be governed by English law.
The parties submit to the non-exclusive jurisdiction of the English courts for all purposes relating to and in connection with this Agreement and any such dispute or claim referred to.