End User Licence Agreement
PLEASE READ THIS CAREFULLY BEFORE USING THE SOFTWARE
PLEASE NOTE: Breeze Apps downloaded from the Apple App Store are subject to the standard End User Licence Agreement for the App Store instead of the agreement below.
A: PROPERTY OF LICENSOR
YOU MAY OBTAIN A COPY OF THIS SOFTWARE PRODUCT BY DOWNLOADING IT REMOTELY FROM OUR SERVER. THE COPYRIGHT, DATABASE RIGHTS AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS IN THE PROGRAMS AND DATA WHICH CONSTITUTE THIS SOFTWARE PRODUCT AND DOCUMENTATION ('THE SOFTWARE') ARE AND REMAIN THE PROPERTY OF BREEZE SYSTEMS LIMITED ('THE LICENSOR') AND ANY OTHER RELEVANT THIRD PARTY LICENSORS. YOU ARE LICENSED TO USE THE SOFTWARE ONLY IF YOU ACCEPT THE TERMS AND CONDITIONS SET OUT IN THIS LICENCE AGREEMENT ("THE AGREEMENT"). 'USE' MEANS STORING, LOADING, INSTALLING, EXECUTING OR DISPLAYING THE SOFTWARE.
B: AGREEMENT ACCEPTANCE PROCEDURE
BY CLICKING ON THE ACCEPTANCE BUTTON WHICH FOLLOWS THE AGREEMENT (CLICKING 'YES' IN ANSWER TO THE QUESTION "DO YOU ACCEPT ALL THE TERMS OF THE AGREEMENT"), YOU INDICATE ACCEPTANCE OF THE AGREEMENT INCLUDING IN PARTICULAR THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN THE AGREEMENT. SUCH ACCEPTANCE IS EITHER ON YOUR OWN BEHALF OR ON BEHALF OF ANY CORPORATE ENTITY WHICH EMPLOYS YOU OR WHICH YOU REPRESENT ('CORPORATE LICENSEE'). IN THIS LICENCE AGREEMENT, 'YOU' INCLUDES BOTH AN INDIVIDUAL USER AND ANY CORPORATE LICENSEE.
C: AGREEMENT REJECTION PROCEDURE
YOU SHOULD THEREFORE READ THE AGREEMENT CAREFULLY BEFORE CLICKING ON THE TWO ACCEPTANCE BUTTONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU SHOULD CLICK ON THE 'NO' BUTTON.
D: IMPORTANT NOTICE TO CONSUMERS:
AFTER ANY TRIAL PERIOD AS A CONSUMER YOU HAVE THE RIGHT TO WITHDRAW FROM YOUR TRANSACTION WITHOUT CHARGE AND WITHOUT ANY REASON HOWEVER, YOU WILL LOSE THE RIGHT TO CANCEL THE TRANSACTION ONCE YOU ENTER THE REGISTRATION CODE OR LOGIN DETAILS PROVIDED BY US. BY ENTERING SUCH REGISTRATION CODE OR LOGIN DETAILS YOU CONFIRM YOUR AGREEMENT TO THIS.
YOU SHOULD PRINT A COPY OF THIS LICENCE FOR FUTURE REFERENCE.
1. Ownership of Software and copies
The Software and related documentation are copyrighted works of authorship, and are also protected under applicable database laws. The Licensor retains ownership of the Software and all subsequent copies of the Software, regardless of the form in which the copies may exist. This licence is not a sale of the original Software or any copies.
2.1. Subject to clauses 2.1.2, 2.1.3 and 2.2, during any trial period, the Licensor grants to you a limited, non-exclusive licence to:
2.1.1. use one copy of the Software for use on one device ("The Device") in object code format only owned, leased and/or controlled by you or any member of your corporate group, which expression includes the Corporate Licensee, the Corporate Licensee's majority-owned subsidiaries, any parent company having a majority-owned interest in the Corporate Licensee, and such parent's majority-owned subsidiaries;
2.1.2. install a second copy of the Software on a second device for your own exclusive use in object code format provided the Software on the second device are not being used at the same time the Software on the primary device are being used.
2.1.3. this licence is not and does not extend to the use of the Software on or in conjunction with a server and/or a network of computers.
2.2. During any trial period:
2.2.1. the terms of this Agreement shall apply in full, with the exception of clause 4;
2.2.2. you are entitled to cancel this Agreement and are under no obligation to purchase the Software;
2.2.3. the use of the Software will be limited by: a) a specified time period; or b) limited functionality; or c) a combination of (a) and (b).
2.3. Upon payment of the applicable licence fee or subscription;
2.3.1. the Licensor grants to you a limited, non-exclusive licence to carry on the activities referred to in clause 2.1; and
2.3.2. clause 2.2 shall no longer apply.
3. Licence restrictions
You may not use, copy (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), modify or transfer the Software or any copy, in whole or in part, including any print-out of all or part of any database. If you transfer possession of any copy of the Software to another party except as provided above, your licence is automatically terminated. You may not vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Software. You may not rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software. 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. No refund policy
You are expected to use the Software on your system and to thoroughly evaluate usefulness and functionality before making a purchase. This "try before you buy" approach is the ultimate guarantee that the Software will perform to your satisfaction, therefore, you understand and agree that the Licensor does not operate a refund policy.
5.1. Single payment licences entitle you to free upgrades of the Software for a period of 12 months commencing on the date of purchase. The free upgrades relate only to upgrades of the Software. In the event that you require upgrades for a period longer than 12 months you will need to purchase a new licence at the Licensor's then prevailing price. Subscription licences entitle you to free upgrades until the subscription ends.The Licensor may decide at its discretion not to provide you an upgrade if it considers that you have been in breach of this Agreement.
5.2. For the purposes of this clause 5 an upgrade shall cover the provision of patches or fixes to correct errors in the Software and at the sole discretion of the Licensor such upgrades may extend to the provision of new applications or increased functionality to the Software. For the avoidance of doubt the Licensor reserves the right in its absolute discretion to release enhancements to the functionality of the Software as new products and in such circumstances you will need to purchase a new licence at the Licensor then prevailing price.
5.3. The Licensor reserves the right in its absolute discretion to withdraw the Software from sale and support at anytime on giving 14 days notice and any such notice will be displayed on the Licensor's website at www.breezesys.com.
5.4. Upgrades are available only by downloading them from the Licensor's website at www.breezesys.com.
6. Technical Protection Measures
The integrity of this Software is protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in the Software are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor apply or manufacture for sale or hire, import, distribute, sell or let for hire, offer or expose for sale or hire, advertise for sale or hire or have in your possession for private or commercial purposes any means the sole intended purpose of which is to facilitate the unauthorised removal or circumvention of such TPM.
You undertake to:
7.1. ensure that, prior to use of the Software by your employees or agents, all such parties are notified of this Agreement and the terms of this Agreement;
7.2. reproduce and include our copyright notice (or such other party's notice as specified in the Software) on all and any copies of the Software, including any partial copies of the Software;
7.3. hold all specifications, data (including object and source codes, your registration code and login details), software listings and all other information relating to the Software confidential and not at any time, during this Agreement or after its expiry, disclose the same, whether directly or indirectly, to any third party without the Licensor's consent.
8. Limited warranty
8.1. Subject to the limitations and exclusions of liability below, the Licensor warrants that the Software will be free from material defects under normal use for a period of 30 days from installation (the "Warranty Period").
8.2. If within the Warranty Period, you notify the Licensor in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the documents, the Licensor will, at its sole option, either repair or replace the Software, provided that you make available all the information that may be necessary to help the Licensor remedy the defect or fault, including sufficient information to enable the Licensor to recreate the defect or fault.
8.3. The Licensor shall not be liable under clause 8.1 if the Software materially fails to operate in accordance with the warranty as a result of any modification, variation or addition to the Software not performed by the Licensor or caused by any abuse, corruption or incorrect use of the Software, including use of the Software with equipment or other software which is incompatible or use with malfunctioning equipment.
9. No other warranties
The warranty in clause 8.1 is made in lieu of any other warranties, conditions, representations or guarantees of any kind, either expressed or implied, including, but not limited to, any implied warranties of satisfactory quality, fitness for a particular purpose or ability to achieve a particular result. You assume the entire risk as to the quality and performance of the Software. The Licensor does not warrant that the Software will meet your requirements or that its operation will be uninterrupted or error free.
10. Limitation of liability if you are a business user
10.1. 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 documents meet your requirements.
10.2. If you are a business customer, the Licensor only supplies the Software for internal use by your business, and you agree not to use the Software for any re-sale purposes.
10.3. The Licensor shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
10.3.1. loss of profits, sales, business, or revenue;
10.3.2. business interruption;
10.3.3. loss of anticipated savings;
10.3.4. loss or corruption of data, images or information;
10.3.5. loss of business opportunity, goodwill or reputation; or
10.3.6. any indirect or consequential loss or damage.
10.4. Other than the losses set out in condition 10.3 (for which the Licensor is not liable), the Licensor's maximum aggregate liability under or in connection with this Agreement whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the licence fee paid by you. This maximum cap does not apply to clause 10.5.
10.5. Nothing in this Licence shall limit or exclude the Licensor's liability for:
10.5.1. death or personal injury resulting from our negligence;
10.5.2. fraud or fraudulent misrepresentation;
10.5.3. any other liability that cannot be excluded or limited by English law.
11. Limitation of liability if you are a consumer user
11.1. 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 documents meet your requirements.
11.2. If you are a consumer, the Licensor only supplies the Software for domestic and private use. You agree not to use the Software for any commercial, business or re-sale purposes, and the Licensor has no liability to you for any loss or corruption of data, images or information, loss of profit, loss of business, business interruption, or loss of business opportunity.
11.3. Subject to clause 11.2, the Licensor is only responsible for loss or damage you suffer that is a foreseeable result of the Licensor's breach of this Agreement or its negligence up to the amount specified in clause 11.4, but the Licensor is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of the Licensor's breach or if they were contemplated by you and the Licensor at the time the Licensor granted you the licence.
11.4. The Licensor's maximum aggregate liability under or in connection with this Agreement whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the licence fee paid by you. This does not apply to the types of loss set out in condition 11.5.
11.5. Nothing in this Agreement shall limit or exclude our liability for:
11.5.1. death or personal injury resulting from our negligence;
11.5.2. fraud or fraudulent misrepresentation; or
11.5.3. any other liability that cannot be excluded or limited by English law.
12. Your statutory rights
This Agreement gives you specific legal rights and you may also have other rights that vary from country to country. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the above limitations and exclusions may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain condition. In such a case the above limitations and exclusions shall apply to the fullest extent permitted by the laws of such applicable jurisdictions. If any part of the above limitations or exclusions is held to be void or unenforceable, such part shall be deemed to be deleted form this agreement and the remainder of the limitation or exclusion shall continue in full force and effect. Any rights that you may have as a consumer (ie a purchaser for private as opposed to business, academic or government use) are not affected.
There are manual support pages available online at www.breezesys.com/support. If you are still having problems an e-mail support system is available at firstname.lastname@example.org. You are requested to provide as much information as you can. The following should be included in your e-mail:
13.1. The version of Windows you are using;
13.2. The product name and version; and
13.3. Your licence registration code.
The Licensor reserves the right to decline to provide support in the event that any of the above information is not provided or in the event that you are in breach of this Agreement or are abusive or offensive (in the Licensor's opinion) to the Licensor.
14. Reverse engineering
You undertake to not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:
14.1. is used only for the purpose of achieving inter-operability of the Software with another software program; and
14.2. is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
14.3. is not used to create any software which is substantially similar to the Software.
15.1. The Licensor may terminate this Agreement immediately by written notice to you if you commit a material or persistent breach of this Agreement which you fail to remedy (if remediable) within 7 days after the service of written notice requiring you to do so. Any breach of clauses 2, 3 and 7.3 shall be deemed to be non-remedial material breaches allowing the Licensor to terminate this Agreement immediately.
15.2. Upon termination for any reason:
15.2.1. all rights granted to you under this Agreement shall cease;
15.2.2. you must immediately cease all activities authorised by this Agreement; and
15.2.3. you must immediately delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
You will comply with all applicable laws, rules, and regulations governing export of goods and information, including the laws of the countries in which the Software were created. In particular, you will not export or re-export, directly or indirectly, separately or as part of a system, the Software or other information relating thereto to any country for which an export licence or other approval is required, without first obtaining such licence or other approval.
17. Governing law
17.1. If you are a consumer, please note that this Agreement, its subject matter and its formation, are governed by English law. The Licensor and you both agree that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
17.2. If you are a business customer, this Agreement, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. The Licensor and you agree to the exclusive jurisdiction of the courts of England and Wales.
18. Entire agreement
This Agreement constitutes the complete and exclusive statement of the agreement between the Licensor and you with respect to the subject matter of this Agreement and supersedes all proposals, representations, undertakings and prior agreements, whether oral or written, and all other communications between us and relating to that subject matter.
Any clause in this agreement that is found to be invalid or unenforceable shall be deemed deleted and the remainder of this agreement shall not be affected by that deletion.
20. Communications between the Licensor and you
20.1. If you are a consumer, if you wish to contact the Licensor in writing, or if any term in this Agreement requires you to give us notice in writing, you can send this to us by e-mail or by pre-paid post to Breeze Systems Ltd, Knoll House, Knoll Road, Camberley, Surrey GU15 3SY, UK and/or email@example.com. The Licensor will confirm receipt of this by contacting you in writing, normally by e-mail.
20.2. If the Licensor has to contact you or give you notice in writing, the Licensor will do so by e-mail or by pre-paid post to the address you provide to us in your order for the Software.
20.3. If you are a business customer, please note that any notice given by you to the Licensor, or by the Licensor to you, will be deemed received and properly served immediately when posted on our website, 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.
21. Events outside the Licensor's control
21.1. The Licensor will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this Agreement that is caused by an "Event Outside Our Control". An Event Outside Our Control is defined below in clause 21.2.
21.2. An Event Outside Our Control means any act or event beyond the Licensor's reasonable control, including without limitation failure of public or private telecommunications networks or cloud services.
21.3. If an Event Outside Our Control takes place that affects the performance of the Licensor's obligations under this Agreement:
21.3.1. the Licensor's obligations under this Agreement will be suspended and the time for performance of its obligations will be extended for the duration of the Event Outside Our Control; and
21.3.2. the Licensor will use its reasonable endeavours to find a solution by which its obligations under this Agreement may be performed despite the Event Outside Our Control.
22.1. The Licensor may transfer its rights and obligations under this Agreement to another organisation, but this will not affect your rights or our obligations under this Agreement.
22.2. You may only transfer your rights or your obligations under this Agreement to another person if the Licensor agrees in writing.
22.3. You agree that the Licensor shall have the right, after supplying undertakings as to confidentiality, to audit any computer system on which the Software are installed in order to verify compliance with this software licence.
22.4. Failure or neglect by either party to exercise any of its rights or remedies under this Agreement will not be construed as a waiver of that party's rights nor in any way affect the validity of the whole or part of this Agreement nor prejudice that party's right to take subsequent action.
22.5. The Licensor reserves the right to alter the terms of this licence by posting a notice to that affect on its website at www.breezesys.com and the licence so amended shall apply to all future downloads of the Software or upgrades provided under clause 5.
This End User Licence Agreement was last updated on 16th February 2019 and may be changed without notice.