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488 lines
25 KiB
488 lines
25 KiB
IMPORTANT PLEASE READ CAREFULLY LIVESTATION SOFTWARE LICENCE
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This Software Licence (the "Agreement") is a legal agreement between you and
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Livestation Limited, a company incorporated in England and Wales (Company
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No: 6872775) having its registered office at 32 St James's Street, London
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SW1A 1HD (referred to in this Agreement as Livestation, We or Us as the
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context permits) granting you limited rights to download and use our
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software, subject to the terms of this Agreement.
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ALL PERSONAL INFORMATION OBTAINED FROM YOU BY US RELATING TO THIS
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AGREEMENT AND THE SOFTWARE IS SUBJECT TO OUR PRIVACY POLICY, LOCATED AT
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WWW.LIVESTATION.COM/PRIVACY. IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS
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AGREEMENT, YOU SHOULD NOT DOWNLOAD OR USE THE SOFTWARE:
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THE PARTIES AGREE AS FOLLOWS:
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1. Software Licence
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We grant you a personal, non-exclusive, royalty-free, non-transferable,
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revocable licence during the Term to download and use the Livestation Player
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(the "Software") without the right to sub-licence such rights, solely on the
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terms and subject to the conditions of this Agreement. The "Term" means the
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period from the date that you download the Software until the date you stop
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using the Software.
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2. Registered and Licensed Users
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2.1 In order for you use the Software, you must register with us and provide
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us with an email address and obtain a unique password for accessing
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and using the Software (the "Password"). It is your responsibility to
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ensure that you keep your Password and other account details secure and
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confidential. They must not be disclosed to or used by any other person. You
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are responsible and wholly liable for all acts or omissions committed by any
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other person who accesses and / or uses the Software through or by means of
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your account or Password.
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2.2 Livestation delivers live television and radio broadcast programme
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services. Reception of these services may require a television or radio
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licence in some countries. You should ensure that your use of Livestation is
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covered by such a licence where required.
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2.3 Livestation also delivers desktop alerts and messages from time to time
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to your desktop by receipt of messages through your internet connection. You
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will need to keep your computer connected to the Internet to receive these
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messages.
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3. The User's Obligations
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3.1 You shall:
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(a) only use the Software in the manner, and for the purposes, expressly
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specified in this Agreement;
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(b) except as expressly provided in this Agreement, not use, reproduce,
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dispose of, deal with, rent, lease, loan, modify, adapt, reverse engineer,
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decompile or disassemble the whole or any part of the Software;
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(c) except as expressly provided in this Agreement, not copy, reproduce,
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republish, upload, post, transmit, or distribute the Software, or any
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portion thereof, or facilitate or permit any third party to do so;
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(d) not incorporate or allow the Software to be incorporated in any other
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software;
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(e) not attempt to access any systems, programs or data of ours that are not
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licensed under this Agreement;
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(f) not use any device or software to interfere or attempt to interfere with
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the proper operation of the Software;
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(g) keep confidential and not disclose (or make available any information on
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or relating to) the existence, features, functionality, capabilities or
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contents of the Software or your conclusions, opinions, findings or other
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information regarding the Software or your evaluation of the Software, or
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the contents of this Agreement (such confidentiality and non-disclosure
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obligations to survive the termination of this Agreement), provided that
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this Clause shall not extend to information which was rightfully in your
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possession prior to the negotiations leading to this Agreement, which was
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already public knowledge at the Acceptance Date or becomes so at a future
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date (otherwise than as a result of a breach of this Clause) or which you
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are legally required by applicable law, rule, regulation or lawful order or
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ruling of any court, government agency or regulatory commission to disclose,
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in which case you agree that you will provide us with prompt notice of such
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requirement to enable us to seek an appropriate protective order or to take
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steps to protect the confidentiality of our confidential information, and in
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the event such protection is not obtained or we waive compliance with the
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provisions of this Clause, you agree that you will disclose only that
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portion of the confidential information which you are legally required to
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disclose. For the avoidance of doubt, this Clause shall not apply to any
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information that we have expressly directed you to disclose or make
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available to us or any third party;
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(h) safeguard the Software from access by anyone other than yourself; and
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(i) not delete or in any manner alter any notices, disclaimers, insignia,
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lettering or other legends contained in the Software or appearing on any
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screens, documents, reports, numeric results or other materials obtained by
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you through use of the Software.
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3.2 Notwithstanding Clause 3.1(b) and provided that the EU Software
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Directive or other applicable law confers or may confer on you any right to
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decompile or disassemble any portion of the Software or its components you
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shall not attempt or commence any such disassembly or decompilation unless:
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(1) prior to such actual or attempted disassembly or decompilation, you have
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notified us in writing that you require such information as is necessary to
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permit you to create an independent program which can be operated with any
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portion of the Software or its components and we have not provided such
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information within one (1) month of your written request, and (2) the
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information so obtained is not used for any other purpose.
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3.3 You shall not copy or reproduce the Software other than as expressly
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permitted elsewhere in this Agreement, except that you may make one copy for
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backup and security purposes. You hereby acknowledge that all copies
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(whether complete copies or partial copies) made of the Software are our
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property.
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4. User Representations and Warranties
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4.1 You represent and warrant to us that you have authority to enter into
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this Agreement.
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4.2 Livestation allows users to create links to third-party streams. The
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streams' content, business practices and privacy policies are not under our
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control, and we are not responsible for the content of any linked stream,
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website or any link contained in a linked stream or website. The inclusion
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of a link by Livestation you add does not imply any endorsement by or any
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affiliation with Livestation. In accessing the streams or links or following
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links to third-party websites or streams you may be exposed to content that
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you consider offensive or inappropriate. You agree that your only recourse
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is to stop using Livestation or the streams or links. You may remove your
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link to a stream at any time.
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4.3 Livestation reserves the right to remove or modify any information,
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streams, links or user's account at any time without notice. In the event
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of complaint from any third party Livestation may contact you before
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removing or blocking access to any information but shall not be obliged to
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do so. Before viewing streams or adding links or other information you
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agree to confirm that doing so will not be in breach of any law or third
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party rights.
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4.4 You agree that we may copy, share, store, amend or delete any
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information we deem appropriate in the provision and operation of
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the Livestation service. This ability shall not reduce or amend your
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responsibility for ensuring that use of any information (including links and
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streams) you provide is legal. You recognise and agree that Livestation does
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not check the content of each link and you represent and warrant to
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Livestation that you have the right to grant, to Livestation a perpetual,
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non-exclusive, transferable, fully paid, worldwide license (with the right
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to sublicense) to use, copy, publicly perform, publicly display, reformat,
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translate, excerpt (in whole or in part) and distribute the material which
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you are linking to for any purpose connected with Livestation including
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commercial, advertising, or otherwise. You can remove a link at any time, if
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you choose to remove your link, the license granted above will automatically
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expire. You agree to hold harmless and indemnify Livestation in respect of
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any claim by any third party arising from your use of or creation of a link
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to a stream in Livestation.
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4.5 Livestation makes no warranties whatsoever regarding the license
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agreements required for accessing, and the information provided through, any
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stream or link, and disclaims all liability for damages, including without
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limitation, any general, special, incidental or consequential damages,
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resulting from their use. Livestation also reserves the right to collect
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information about creation and viewing of user added streams, including but
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not limited to anonymous usage information for statistical purposes.
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5. Liability
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5.1 Except as otherwise expressly provided in this Agreement:
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(a) the Software is provided "as-is" and, to the maximum extent permitted by
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applicable law, we disclaim all conditions and warranties of any kind,
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express (unless set out in this Agreement) or implied, regarding the
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Software or otherwise relating to this Agreement, including conditions and /
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or warranties of fitness for a particular purpose, satisfactory quality,
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merchantability, non-infringement and accuracy;
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(b) we do not warrant or represent that the Software is or will be accurate,
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free from defects, complete, without error, or free of viruses, worms, other
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harmful components, or other program limitations, or that it will function
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correctly or at all;
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(c) you assume the entire cost of all necessary servicing, repair, or
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correction of problems caused by viruses or other harmful components, or the
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failure of the Software to operate or operate correctly;
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(d) we make no warranties or representations as to the accuracy, quality,
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reliability, suitability, completeness, truthfulness, usefulness, or
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effectiveness of the Software; and
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(e) use of the Software is entirely at your own risk and we shall have no
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liability or responsibility to you under or in relation to this Agreement.
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5.2 You shall use the Software at your own risk and in no event shall we be
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liable to you for any loss or damage of any kind (except personal injury or
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death resulting from our negligence) arising from the your use of or
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inability to use the Software or from faults or defects in the Software
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whether caused by negligence or otherwise.
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5.3 The express terms of this Agreement are in lieu of all warranties,
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conditions, undertakings, terms and obligations implied by statute, common
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law, trade usage, course of dealing or otherwise all of which are hereby
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excluded to the fullest extent permitted by law.
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5.4 You agree to defend, indemnify and hold us harmless from any losses,
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liabilities, damages, actions, claims or expenses (including legal fees and
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court costs) arising or resulting from your breach of any term of this
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Agreement or caused by your acts or omissions or the acts or omissions of
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any other person using your Password or other account details.
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5.5 Nothing in this Agreement shall operate to avoid or exclude the
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liability of either party for death or personal injury caused by its
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negligence or for fraud.
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5.6 Subject to Clause 5.5, without prejudice to any provision of this
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Agreement, our maximum aggregate liability to you under or in relation to
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this Agreement or any matter arising out of it shall be 500 GBP.
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6. Term and termination
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6.1 This Agreement and your right to use the software shall be effective
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from the Acceptance Date and shall continue in force unless and until
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terminated in accordance with the provisions set out in this Clause 6.
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6.2 We may terminate this Agreement immediately without liability on written
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notice to you for any reason whatsoever.
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6.3 Without prejudice to Clause 6.2 above, this Agreement may also be
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terminated immediately by either party on giving notice in writing to the
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other if:
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(a) the other shall have a receiver or administrative receiver appointed or
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shall pass a resolution for winding-up (otherwise than for the purpose of a
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bona fide scheme of solvent amalgamation or reconstruction);
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(b) a court of competent jurisdiction shall make an order to that effect;
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(c) the other party shall become subject to an administration order;
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(d) the other party shall enter into any voluntary arrangement with its
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creditors;
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(e) the other party shall cease or threaten to cease to carry on business;
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or
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(f) the other party shall commit any breach of this Agreement.
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6.4 Any termination of this Agreement shall not affect any accrued rights or
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liabilities of either party nor shall it affect the coming into force or the
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continuance in force of any provision of this Agreement which is expressly
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or by implication intended to come into or continue in force on or after
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such termination.
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6.5 On termination of this Agreement, you must immediately cease using the
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Software and, unless we otherwise agree in writing, you may not directly or
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indirectly download, access or use the Software (or any other software made
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available by us). You must also destroy and / or delete all copies of the
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Software (and any materials provided in connection with it by us). Without
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prejudice to the foregoing, we shall also be entitled on termination of this
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Agreement to disable the Software if you have not destroyed / deleted it.
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6.6 Sections 3(g), 3(h), 5, 6.4, 6.5, 7, 8, 9, 13, and 14 shall survive this
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Agreement on termination.
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7. Reservation of rights
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7.1 We reserve the right to:
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(a) suspend access to the Software and replace it with another version at
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any time during the term of this Agreement;
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(b) disable the Software or require you to cease using it at any time; and
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(c) charge you for access to and use of the Software, by giving no less than
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7 days' notice in writing. If we have notified you of our decision to charge
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for use of the Software and you do not wish to pay for your use of the
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Software, you must notify us and cease absolutely to use the Software. On
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the sending of any such notice, this Agreement will automatically terminate.
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8. Intellectual Property Rights
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8.1 We or our licensors own all rights, title and interests in the Software
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including trade secrets, patents, copyrights and database rights, and the
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Software shall remain the sole and exclusive property of us or our
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licensors. Except as provided in Clause 1.1 of this Agreement, you have no,
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and are not granted, any right, title, interest or licence in the Software.
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8.2 You grant us a non-exclusive, perpetual, irrevocable, worldwide,
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royalty-free licence with the right to sublicense, use, copy, transmit,
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distribute, create derivative works of, display and perform the same
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in respect of any materials or other information (including, without
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limitation, ideas, concepts or techniques for new or improved services and
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products) submitted by you in connection with the Evaluation Process,
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whether as feedback, data, questions, comments, or suggestions.
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8.3 Livestation viewers using any of Livestation's interactive features
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agree that any statement, comment or other contributions made by Livestation
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users may be republished by Livestation and/or Livestation's partner
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broadcasters including, but not limited to, being broadcast live on-air.
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8.4 You agree and understand that any website logs, site statistics or other
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data collected by us (the "Site Statistics") shall be and remain our sole
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and exclusive property.
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8.5 This Agreement does not grant you a licence to use any of our trade
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marks, trade names, or logos, and you recognise that our trade marks, trade
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names and logos are valuable assets of ours and that substantial recognition
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and goodwill are associated with them. You agree that you shall not use or
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permit any third party to use, at any time, our trade marks, trade names, or
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logos.
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9. Hardware and Service Requirements
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9.1 You are solely responsible for acquiring, servicing, maintaining, and
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updating all equipment, computers, software and communications services not
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owned or operated by or on behalf of us, to enable you to download, access
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and use the Software, and for all expenses relating thereto (plus any
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applicable taxes). You agree to download, access and use the Software in
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accordance with any and all operating instructions or procedures that may be
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issued by us, as amended by us from time to time. You must promptly
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implement all updates, patches and upgrades to the Software and, if
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instructed, uninstall and replace the Software with any new versions or
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releases that we provide to you.
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10. Performance
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10.1 You understand and agree that the operation and availability of the
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systems used to transmit information or for accessing and interacting with
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the Software including, the public telephone, computer networks and the
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internet, whether or not supplied or made available by us, you or others,
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can be unpredictable and may, from time to time, interfere with or prevent
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the access to and/or the use or operation of the Software. We are not in any
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way responsible for any such interference with or prevention of your access
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and/or use of the Software.
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11. Training and Support
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11.1 Unless we otherwise agree, we will not provide any training or support
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to you relating to the Software.
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12. Notices
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12.1 Notices
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All questions or comments concerning this Agreement shall be submitted to us
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by you via email at support@livestation.com. All Notices to be given under
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this Agreement by you shall be sent to the same address, with a copy to
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notices@livestation.com.
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All Notices to be given under this Agreement to you by us shall be submitted
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via email to the address notified to us by you as part of the registration
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process, or such other email address as you may confirm to us by updating
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your registration details. It is your responsibility to ensure that you have
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provided us with current and correct email details. All Notices sent by us
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to the email address last provided by you shall be deemed valid and
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effective and we shall not be liable or responsible if any Notice fails to
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reach you because you have not provided us with the correct details or have
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failed to keep them up to date.
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12.2 Acceptance
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(a) By accepting below and providing us with your email address you agree
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and consent to: (i) contract electronically with us in accordance with this
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Agreement; and (ii) receipt of electronic legal notices regarding this
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Agreement to the email address you have provided to us.
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12.3 Agreement Please print a copy of this Agreement for your records and
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keep it securely.
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13. General Provisions
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13.1 Severability and Waiver
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If any provision of this Agreement is held by a court of competent
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jurisdiction or other competent authority to be invalid, unlawful or
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unenforceable for any reason then such part will be severed from the
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remainder of this Agreement, which will continue to be valid and enforceable
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to the fullest extent permitted by law. The parties agree to replace any
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invalid provision with a valid provision which most closely approximates the
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intent and economic effect of the invalid provision. In the event of a
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holding of invalidity so fundamental as to prevent the accomplishment of the
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purpose of the Agreement, the parties shall promptly commence good faith
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negotiations to remedy such invalidity. No delay on the part of either party
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in exercising any right or remedy under this Agreement shall operate as a
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waiver thereof nor shall any single or partial exercise of any right or
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remedy under this Agreement preclude any other or further exercise of such
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right or remedy.
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13.2 Definitions and Headings
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References to:
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(a) The "Software" include references to all modifications, patches,
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updates, upgrades, new versions and releases of the Software provided by us
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to you, unless provided to you under the terms of any separate licence
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agreement entered into between us.
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(b) "You" and "your" are to you, the individual who has accepted the terms
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and conditions of this Agreement;
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(c) "We", "us" and "our" are to Skinkers Limited, as defined above, and its.
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permitted successors and assignees Headings used in this Agreement are for.
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reference purposes only and do not define or limit the scope or extent of.
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the clauses to which they relate or in any way affect this Agreement .
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13.3 Assignment and Sub-contracting
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This Agreement and your rights, duties and obligations hereunder are
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personal to you and you may not assign your rights, delegate your duties or
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subcontract your rights without our prior written consent, which we may
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provide or withhold at our entire discretion. We may assign, transfer, or
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delegate this Agreement and / or all or any of our rights and obligations
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under it or grant or sub-contract all or any of such rights and obligations
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to any person or entity. The parties' rights and obligations will bind and
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inure to the benefit of their respective successors and permitted assigns.
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13.4 Independent Contractors
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The parties to this Agreement are independent contractors, and no agency,
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partnership, joint venture or employee-employer relationship is intended or
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created by this Agreement. Neither party shall have the power to obligate or
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bind the other party.
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13.5 Data Protection
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Both parties warrant that they will duly observe all their obligations under
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the Data Protection Act 1998 (as amended) which arise in connection with
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this Agreement.
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13.6 Amendments
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We reserve the right, at any time, to change the terms of this Agreement,
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including our privacy policy, by providing you with notice of such changes.
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Any use of the Software by you after such notification of any such changes
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shall constitute your acceptance of the Agreement as modified. This
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Agreement may not otherwise be amended except as agreed by both parties in
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writing.
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13.7 Entire Agreement
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(a) Each party acknowledges that, in entering into this Agreement, it does
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not do so on the basis of, and does not rely on, any representation,
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warranty or other provision except as expressly provided in the Agreement
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and all conditions, warranties or other terms implied by statute or common
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law are hereby excluded to the fullest extent permitted by law.
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(b) This document is the entire Agreement between the parties and supersedes
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all other agreements or arrangements, whether written or oral, express or
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implied.
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(c) You and we acknowledge and agree that the allocation of risk and
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liability contained in this Agreement is reasonable in all the circumstances
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having regard to all relevant factors including the functionality and
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capabilities of the Software and the testing and evaluation purposes of this
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licence.
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13.8 Injunctive Relief
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Each party acknowledges that a violation of Clauses 1, 3, 8, 9 and 10.1 of
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this Agreement would cause irreparable harm to the other party for which no
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adequate remedy at law exists and each party therefore agrees that, in
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addition to any other remedies available, the aggrieved party shall be
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entitled to seek injunctive relief to enforce the terms of Sections 1, 3, 8,
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9 and 10.1. The prevailing party shall be entitled to recover all costs and
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expenses, including reasonable legal fees incurred because of any such legal
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action.
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13.9 Force Majeure
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We will not be responsible for any failure to perform due to causes beyond
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our reasonable control, including, acts of God, acts of terrorism, war,
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riot, embargoes, acts of civil or military authorities, national disasters,
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strikes and the like.
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13.10 Contracts (Rights of Third Parties) Act 1999
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This Agreement is enforceable only by you and us and nothing in this
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Agreement confers or is to be deemed to confer a benefit on a person not a
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party to this Agreement. It is hereby agreed between the parties that the
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Contracts (Rights of Third Party) Act 1999 shall not apply to this
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Agreement.
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13.11 Law
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This Agreement shall be governed by and construed in accordance with English
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law and the parties submit to the exclusive jurisdiction of the English
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Courts.
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