Licence Agreement

Last Updated 16th February 2016

RiskMate™ is © BPS Designs Ltd. 

IMPORTANT – PLEASE READ THIS END USER Licence AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE ANY SOFTWARE, DOCUMENTATION, OR OTHER MATERIALS MADE AVAILABLE THROUGH THIS WEB SITE (RiskMate.uk). THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE AUTHORISED TO BIND (the “Licencee” or “You”), AND BPS DESIGNS Limited. (“BPS” or “Licensor”). BY CHECKING THE “ACCEPT Licence AGREEMENT” BOX AND/OR BY PURCHASING, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE MADE AVAILABLE BY BPS THROUGH THIS WEB SITE, YOU ACKNOWLEDGE (1) THAT YOU HAVE READ THIS AGREEMENT, (2) THAT YOU UNDERSTAND IT, (3) THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, AND (4) TO THE EXTENT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU HAVE THE POWER AND AUTHORITY TO BIND THAT COMPANY. 

This is a Licence agreement and not an agreement for sale. 

1. Software Licence

The Software is Licenced, not sold, and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties and contains confidential information and trade secrets. BPS retains all rights not expressly granted to You in this Licence. 

1.1 Licence Grant

Subject to the terms and conditions set forth in this Agreement, BPS hereby grants to Licencee and Licencee hereby accepts, a limited, non-transferable, perpetual, non-exclusive Licence (the “Licence”) to install and use the BPS computer software identified as RiskMate and any updates, upgrades, modifications and error corrections thereto provided to Licencee (the “Programs”) and any accompanying documentation (the “Documentation”, together with the Programs, collectively the “Software”) solely as specified in this Agreement. Any and all rights in the Software not expressly granted to You as part of the Licence hereunder are reserved in all respects by BPS. 

1.2 Scope of Use

The Software is Licenced on a per-seat basis. You may only allow the number of individuals in Your organisation to use the Software that corresponds to the maximum number of Licence seats You have Licenced from BPS hereunder. This means that at any given time, the number of individuals authorised to use the Software under the Licence cannot exceed the number of Licence seats that You have properly Licenced from BPS. 

1.3 Support

Technical support is provided via a ticketing helpdesk that you can access from the Software. There are also support resources available such as documentation and knowledge base articles. 

1.4 Updates

During the Term of this Licence, BPS may, but is under no obligation to, provide updates to the Software. 

1.5 No Redistribution

You may NOT redistribute the Software. 

2. Licence Limitations 

2.1 At no time may the Software be used by other individuals than users from the Licenced company. 

2.2 You are not allowed to disassemble, decompile or “unlock”, decode or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of Software that is provided to you. 

2.3 You are not allowed to resell, transfer, rent, lease, or sub Licence the Software and your associated rights. 

2.4 You are not allowed to use, copy, modify, or distribute copies of the Software and any accompanying documents. 

2.5 You may not use the BPS product names, logos or trademarks to market Your end products. 

3. Delivery 

BPS shall make the Software available for download by Licencee in electronic format only. 

4. Collection and Use of Data

BPS uses tools to deliver certain Software features, identify trends and bugs, collect activation information, usage statistics and track other data related to Your use of the Software. By Your acceptance of the terms of this Agreement and/or use of the Software, You authorise the collection, use and disclosure of this data for the purposes provided for in this Agreement and/or the Privacy Policy. 

5. Term and Termination 

This Agreement and the Licence granted hereunder shall continue until terminated in accordance with this Section. BPS may terminate this Agreement at any time upon written notice to You. This Agreement shall terminate immediately if You breach the terms and conditions of this Agreement. Upon termination of this Agreement for any reason, all Licences granted to You under this Agreement shall terminate. 

6. Intellectual Property 

All title and ownership rights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, or text embedded in the Software), the intellectual property embodied in the Software, and any trademarks or service marks of BPS that are used in connection with the Software are and shall at all times remain exclusively owned by BPS and its licensors. All title and intellectual property rights in and to the content that may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants You no rights to use such content. Any open source software that may be delivered by BPS embedded in or in association with BPS products is provided pursuant to the open source Licence applicable to the software and subject to the disclaimers and limitations on liability set forth in such Licence. 

7. No Warranty 

THE SOFTWARE IS Licenced ‘AS IS’. YOU BEAR THE RISK OF USING IT. BPS GIVES NO EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS. YOU MAY HAVE ADDITIONAL RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAWS, BPS EXCLUDES THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 

8. Limitation of Liability 

To the maximum extent permitted by applicable law, in no event will BPS be liable for any indirect, special, incidental, or consequential damages arising out of the use of or inability to use the Software, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. In any case, BPS’s entire liability under any provision of this agreement shall not exceed £5, notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this exclusion and limitation may not be applicable. BPS is not responsible for any liability arising out of Licencee’s use of the Software in violation of applicable laws or any third party’s property rights. Any data included in the Software upon shipment from BPS is for testing use only and BPS hereby disclaims any and all liability arising therefrom. The extent of BPS’s liability for the limited warranty section shall be as set forth therein. 

9. Indemnity 

You agree to indemnify, hold harmless, and defend BPS and its resellers from and against any and all claims, lawsuits and proceedings (collectively “Claims”), and all expenses, costs (including attorney’s fees), judgments, damages and other liabilities resulting from such Claims, that arise or result from Your use or misuse of the Software. 

10. Governing Law 

This Licence will be governed by the law of the United Kingdom. If any provision of this Agreement is to be held unenforceable, such holding will not affect the validity of the other provisions hereof. Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision. 

11. Entire Agreement 

This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications regarding the subject matter hereof. 

12. No Assignment 

You may not assign, sub-licence, sub-contract, or otherwise transfer this Agreement, or any rights or obligations under it, without BPS’s prior written consent. 

13. Survival 

Any provisions of the Agreement containing Licence restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of the Agreement which, by its nature, is intended to survive shall remain in effect following any termination or expiration of the Agreement. 

14. Severability 

If a particular provision of this Agreement is terminated or held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, this Agreement shall remain in full force and effect as to the remaining provisions. 

15. Force Majeure 

Neither party shall be deemed in default of this Agreement if failure or delay in performance is caused by an act of God, fire, flood, severe weather conditions, material shortage or unavailability of transportation, government ordinance, laws, regulations or restrictions, war or civil disorder, or any other cause beyond the reasonable control of such party.