In this Agreement unless the context otherwise requires, ‘we’ and ‘us’ shall mean the Licensor (Quicksilva Limited, a company registered in England and Wales with company number 03860799) and ‘you’ shall mean the Licensee (as defined by the name, company and contact details provided in the conneQt free trial sign up form)
1.1 By signing up and agreeing to terms below, you acknowledge that we grant you a non-exclusive, non transferable, revocable licence to access the Licenced Environment (conneQt video platform) during the Licence Period (60 days from agreement of Licence Terms) solely for the purpose of the Licenced Use (for development purposes only i.e. for assessing the suitability of the Licenced Environment) . All rights not expressly granted under this Licence are reserved to us.
1.2 You agree that during the Licence Period you will not allow any users other than your employees to access the Licenced Environment.
2.1 During the Licence Period, we will use our reasonable endeavours to:
2.1.1 facilitate access to the Licenced Environment during normal working hours; and
2.1.2 Provide reasonable guidance/documentation to authorised users.
Nothing in this section 2 shall oblige us to provide any availability service level, guarantee of service or any other obligation during the Licence Period.
3.1 Save as set out in these Licence Terms, you have no other rights to use the Licenced Environment nor any of our trade marks.
3.2 You will provide security measures to ensure that any access information or intellectual property associated with the Licence is physically and electronically secure from unauthorised use or access.
3.3 You will ensure that you (and any subcontractor acting on your behalf) observe the restrictions on the use of the Licenced Environment as set out in this Licence.
3.4 You will notify us as soon as you become aware of, or suspect, any infringement or other breach by you our any other third party of the intellectual property rights associate with this Licence and/or our trade marks. You agree to co-operate and provide all reasonable assistance in pursuing or dealing with any such infringement or breach.
3.5 You agree not to tamper with, duplicate or export any data contained within the Licenced Environment.
3.6 Without limiting any other clause, you are not licenced to:
3.6.1 pass any Licenced Environment intellectual property to any third party unless expressly permitted by us; or
3.6.2 Use any of the Licenced Environment to recreate any of our products, any part of such products or any similar or substantially equivalent products; or
3.6.3 Sell, licence or distribute services incorporating the Licenced Environment.
3.6.4 You agree to not use the Licensed Environment for live\production use, and to not use actual live data (including personal data) in conjunction with the Licensed Environment.
Section 3.6.5 (subsections)
220.127.116.11 The Licensee shall not (and shall ensure that its End Users do not) use the Licensed Environment:
18.104.22.168 to store, distribute or transmit any material that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;
22.214.171.124 to “spam” or to send or provide unsolicited advertising or promotional material or to knowingly receive responses from “spam” or unsolicited advertising or promotional material sent or provided by the Licensee or an End User or any third party acting on behalf of the Licensee or an End User (as applicable);
126.96.36.199 fraudulently or in connection with a criminal offence; or
188.8.131.52 in any way that infringes the Intellectual Property Rights of any third party; or
184.108.40.206 in any way which may adversely affect Quicksilva’s reputation or goodwill or business; or
220.127.116.11 to attempt to obtain or assist others in obtaining access to the Licensed Environment other than as provided in the License Terms; or
18.104.22.168 in an unlawful manner or in contravention of any legislation, laws, codes of practice, licence conditions, third party rights, or any reasonable instructions of Quicksilva from time to time regarding use of the Licensed Environment.
4.1 We may terminate this Agreement immediately for any reason without explanation or notice.
4.2 From the date of expiry or termination in accordance with 5.1 above, the Licence terminates and you and the Authorised Users will immediately cease use of the Licenced Environment including any data derived from it.
The Licenced Environment is provided on an ‘as is’ basis and without any warranty or condition, express or implied, statutory or otherwise as to its quality or fitness for purpose. Except as expressly stated in this Agreement, all conditions, warranties, terms and undertakings express or implied, statutory or otherwise in respect of the Licenced Environment are hereby excluded to the fullest extent permitted by law.
5.1 Under no circumstances shall we be liable for indirect, special or consequential loss or damage or any other financial loss (howsoever caused) which occurs as a result of the use of, or lack of performance of the Licenced Environment. This includes, but is not limited to, loss or damage related to lost earnings, profits, business, goodwill, data (including personal data) or software.
5.2 Neither party excludes its respective liability to the other under this Agreement for fraud, personal injury or death caused by its negligence and that of its respective employees, authorised subcontractors and agents.
6.1 the Parties to this Agreement will take all reasonable steps to ensure that any confidential information which the other has in possession or knowledge in connection with this Agreement, nor will be disclosed to others, in whole or in part without the prior written permission of the other party, however nothing in this Agreement shall be taken to alter or override the terms of any prior confidentiality Agreement between the parties.
Changing the Agreement
7.1 This Agreement sets out the entire Agreement and understanding between you and us in respect of the subject matter of the Licence
7.2 We reserve the right to change this agreement at any time.
8. All notices under this Agreement shall be in writing and shall be sent to you.
Governing Law and Jurisdiction
9. This Agreement will be governed by and construed in accordance with English law and both parties agree to submit to the exclusive jurisdiction of the English courts.
Rights of Third Parties
10. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.