YR Live Print System Software Licence
This agreement sets out the terms (“Licence”) on which the Customer may use the Software (including any updates which may be provided) and associated published documentation (“Software”) which is provided or made available to them by YR Live.
Words and expressions used in this agreement shall have the same meaning as in the main body of the Agreement save as expressly provided herein.
1.1 In consideration of the payment by Customer of the agreed fees set out in the Agreement and the Customer agreeing to abide by the terms of this Licence, save as provided in clause 1.2 below, YR Live hereby grants to the Customer a non-exclusive, non-transferable, non-perpetual licence to use the Software as detailed herein.
1.2 The Software may include third party software elements which are licensed to the Customer by such third parties on terms and conditions as are included with such software elements by the licensors thereof. The Customer agrees to comply with the provisions of any such third party terms and conditions. YR Live does not provide any warranties or indemnities with regard to such third party software elements of the Software.
1.3 The Customer is hereby licensed to:
1.3.1 use the Software solely as a component of the YR Live Print System;
1.3.2 allow third parties to use the Software solely as a component of the YR Live Print System;
1.3.3 receive and use any free supplementary software code or updates of the Software incorporating patches and corrections of errors as may be provided by YR Live from time to time; and
1.3.4 use any documentation in support of the use permitted hereunder and make copies of the documentation as are reasonably necessary for its lawful use.
1.4 YR Live reserves any and all rights, implied or otherwise, which are not expressly granted to the Customer in this Licence. The Customer understands and agree that (i) the Software is protected by copyright and other intellectual property laws, (ii) YR Live and/or its suppliers own the title, copyright, and other intellectual property rights in the Software, (iii) the Software is licensed for a limited period for use as an integral part of the YR Live Print System, and is not sold separately, (iv) this Licence does not grant to Customer any rights to YR Live’s trademarks or service marks and (v) Customer has no right to have access to the Software in source code form or in unlocked coding or with comments.
2.1 Except as expressly set out in this Licence or as permitted by any applicable local law, the Customer undertakes:
2.1.1 not to copy the Software except where incidental to normal use of the Software;
2.1.2 not to rent, lease, sub-license, loan, the Software or documentation save insofar as such is incidental to the use of the YR Live Print System supplied to it by YR Live;
2.1.3 not to make alterations to, or modifications of, translate, merge, adapt, vary or modify the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
2.1.4 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 the Customer during such activities:
188.8.131.52 is used only for the purpose of achieving inter-operability of the Software with another software program; and
184.108.40.206 is not unnecessarily disclosed or communicated without the YR Live’s prior written consent to any third party; and
220.127.116.11 is not used to create any software which is substantially similar to the Software;
2.1.5 to keep all copies of the Software secure;
2.1.6 to supervise and control use of the Software and ensure that the Software is used in accordance with the terms of this Licence; and
2.1.7 to replace the current version of the Software with any updated or upgraded version or new release provided by YR Live under the terms of this Licence immediately on receipt.
2.2 The Customer shall permit YR Live and its representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises at which the Software is being kept or used, to the YR Live Print System located there, and to any records kept pursuant to this Licence, for the purpose of ensuring that the Customer is complying with this Licence.
3.1 YR Live will at its own expense defend or settle any claim, suit, action, or proceeding brought against the Customer by a third party to the extent it is based on an allegation that the Software directly infringes any patent, copyright, trademark, or other proprietary right enforceable in the country in which such Software is delivered to the Customer by YR Live as part of supplying the YR Live Print System, or misappropriates a trade secret in such country (a “Claim”). Additionally, YR Live shall pay any judgments finally awarded against the Customer under a Claim or any amounts assessed against the Customer in any settlements of a Claim, and reasonable administrative costs or expenses, including without limitation reasonable attorneys’ fees, necessarily incurred by the Customer in responding to the Claim.
3.2 YR Live’s obligations under clause 3.1 are subject to the Customer:
3.2.1 giving prompt written notice of the Claim to YR Live;
3.2.2 permitting YR Live to retain sole control of the investigation, defence or settlement of the Claim, and
3.2.3 providing YR Live with such cooperation and assistance as YR Live may reasonably request from time to time in connection with the investigation, defence or settlement of the Claim.
3.3 YR Live shall have no obligation hereunder to defend the Customer against any Claim:
3.3.1 resulting from use of the relevant Software other than as authorised by this Licence,
3.3.2 resulting from a modification of the relevant Software other than by YR Live,
3.3.3 based on use of the Software after YR Live recommends discontinuation because of possible or actual infringement, or
3.3.4 based on use of a superseded or altered release of the relevant Software if the infringement would have been avoided by use of a current or unaltered release of the relevant Software made available to the Customer.
3.4 If use of the relevant Software is prevented as a result of a Claim, YR Live shall, at its expense and option either:
3.4.1 obtain for the Customer the right to continue using the relevant Software,
3.4.2 replace the relevant Software with a functionally equivalent non-infringing product,
3.4.3 modify the relevant Software so that it is non-infringing, or
3.4.4 accept the return of the YR Live Print System incorporating the Software and refund the fees paid by the Customer for the use of such infringing YR Live Print System, pro-rated over a 36 month period from the date of delivery of the YR Live Print System.
3.5 This clause 3 states the entire liability of YR Live, and the Customer’s sole and exclusive remedy, with respect to a Claim.