Definitions

ITMS247:
ITMS247® Limited

Licensed Materials:
Any software, associated third party software, open-source libraries and site-based code used in the provision of the ITMS247 service.

Licensee:
A Licensee is a person, or corporate entity or employee of a corporate entity who is approved by ITMS247. This approval is given subject to the conditions of any superior or related contract with the Licensee or third party who is a mutual customer.

Licence Type:
A category of Licence granted on the basis of the requirements of the Licensee as considered appropriate by ITMS247 at its absolute discretion.

1. Licence

   1. Licence Grant

      Subject to and conditioned on Licensee’s continuous compliance with this Agreement, ITMS247 grants Licensee a non-exclusive, non-assignable, non-transferable, limited Licence to Install and Access the Licensed Materials within the scope of the Licence Type and in accordance with the other terms of this Agreement.

   2. Additional Terms

      The Licensed Materials (or portions thereof) may be subject to terms (e.g., terms accompanying such Licensed Materials or made available in connection with ordering, installing, downloading, accessing, using or copying such Licensed Materials) that are in addition to or different from the terms set forth in this Agreement, and Licensee agrees to comply with such terms. All terms in this Agreement are subject to amendment without notice at any time by ITMS247.

   3. Third-Party Licensed Materials

      The ITMS247 Materials may contain or be accompanied by third-party software, data or other materials that are subject to and provided in accordance with terms that are in addition to or different from the terms set forth in this Agreement. Such terms may be included or referenced in or with such third-party software, data or other materials. The Licensee agrees to comply with such terms. In addition, the Licensee will take sole responsibility for obtaining and complying with any Licences that may be necessary to use third-party software, data or other materials that the Licensee uses or obtains for use in conjunction with the Licensed Materials. The Licensee acknowledges and agrees that ITMS247 has no responsibility for, and makes no representations or warranties regarding, such third-party software, data or other materials or Licensee’s use of such third-party software, data or other materials.

   4. Licence Type

      Three levels of Licence are issued. Qualification for each level is dependent on the agreed purpose of the Licence, its extent and exact requirements. ITMS247 is able to change qualification requirements without notice and at its absolute discretion.

      
      

      Incidental:
      Where the use of the Licensed Materials is a part of the overall activities of the Licensee and is not fundamental or time-bound. No monitoring, reporting or additional activities are available or permitted.

      
      

      Intermediate:
      Where the use of the Licensed Materials is incidental but also of value to third parties and to ITMS247. Some monitoring, reporting or additional activities are available at the discretion of ITMS247.

      
      

      Full:
      Access to all of the end user interfaces is available at ITMS247’s discretion.

2. Licence Limitations; Prohibitions

   1. Limitations and Exclusions

      1. No Licence Granted; Unauthorised Activities. The parties acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, no Licence is granted (whether expressly, by implication or otherwise) under this Agreement for:

         
         

         Installation of or Access to the Licensed Materials beyond the applicable Licence or outside the scope of the applicable Licence Type or

         
         

         for Installation of the Licensed Materials on any Computer other than a Computer owned or leased, and controlled, by Licensee, unless otherwise authorised in writing by ITMS247 or

         
         

         to distribute, rent, loan, lease, sell, sub-licence, transfer or otherwise provide all or any portion of the ITMS247 Materials to any person or entity except as expressly set forth in this Agreement or as expressly authorised in writing by ITMS247;

         
         

         to provide or make available any features or functionality of the ITMS247 Materials to any person or entity (other than to and for Licensee itself for the purpose specified in the applicable Licence Type), whether or not over a network and whether or not on a hosted basis or

         
         

         except as otherwise expressly provided with respect to a specific Licence Type, to Install or Access or allow the Installation of or Access to the ITMS247 Materials over the Internet or other non-local network, including, without limitation, use in connection with a wide area network (WAN), virtual private network (VPN), virtualization, Web hosting, time-sharing, service bureau, software as a service, cloud or other service or technology, or

         
         

         to remove, alter or obscure any proprietary notices, labels or marks in the ITMS247 Materials, or

         
         

         to decompile, disassemble or otherwise reverse engineer the ITMS247 Materials, or

         
         

         to translate, adapt, arrange, or create derivative works based on, or otherwise modify the ITMS247 Materials for any purpose or

         
         

         to attempt to integrate the Licensed Materials in to any other software, system or operational function.

      2. Licensed Materials as a Single Product
         Licensed Materials are Licensed to the Licensee as a single product and the applicable components may not be separated for Installation or Access (and all such components must be Installed and Accessed on the same Computer except as authorised in writing by ITMS247).

      3. Effect of Unauthorized Use
         Licensee will not engage in, and will not permit or assist any third party to engage in any of the uses or activities prohibited (or any uses or activities inconsistent with the limitations described) in this Section 2.1 (Limitations and Exclusions) (collectively, "Unauthorized Uses"). Any such Unauthorized Use, and any Installation of or Access to the Licensed Materials provided under this Agreement, outside of the scope of the applicable Licence grants (including, without limitation, outside the applicable Licence Type or otherwise not in accordance with this Agreement, constitute or result in infringement of ITMS247’s intellectual property rights as well as a breach of this Agreement. Licensee will notify ITMS247 promptly of any such Unauthorized Uses or other unauthorized Installation or Access.

   2. Circumvention

      1. The Licensee may not (i) utilise any equipment, device, software, or other means to (or designed to) circumvent or remove any form of technical protection used by ITMS247 in connection with the ITMS247 Materials, or (ii) Install or Access the ITMS247 Materials with any product code, authorisation code, serial number, or other copy-protection device not supplied by ITMS247 directly or through a Reseller. Without limitation of the generality of the foregoing, the Licensee may not utilise any equipment, device, software, or other means to (or designed to) circumvent or remove the ITMS247 Licence Manager or any tool or technical protection measure provided or made available by ITMS247 for managing, monitoring or controlling Installation of or Access to ITMS247 Materials.

      2. Licensee may not utilize any equipment, device, software, or other means to (or designed to) circumvent or remove any usage restrictions, or to enable functionality disabled by ITMS247, in connection with the Excluded Materials. Licensee may not bypass or delete any functionality or technical limitations of the ITMS247 Materials that (or that are designed to) prevent or inhibit the unauthorized copying of, Installation or Access to the Excluded Materials.

3. All Rights Reserved
   

   ITMS247 and its licensors retain title to and ownership of, and all other rights with respect to, the ITMS247 Materials and all copies thereof, including, without limitation, any related copyrights, trademarks, trade secrets, patents, and other intellectual property rights. The Licensee has only the limited Licences granted with respect to the Licensed Materials expressly set forth in this Agreement, and Licensee has no other rights, implied or otherwise. The Licensee acknowledges and agrees that the ITMS247 Materials are Licensed, not sold, and that rights to Install and Access the Licensed Materials are acquired only under the Licence from ITMS247. The structure and organisation of Software included in the ITMS247 Materials, any source code or similar materials relating to such Software, any API Information and Development Materials (both as described in Section 1.11 (APIs)), and any other Licensed Materials identified as confidential or proprietary are valuable trade secrets of, and confidential and proprietary information of, ITMS247 and its suppliers, and (a) may not be distributed, disclosed or otherwise provided to third parties, and (b) may be used only internally and only in conjunction with and for Licensee’s own authorised internal use of the Licensed Materials.

4. Privacy; Use of Information; Connectivity

   1. Privacy and Use of Information. The Licensee acknowledges and agrees that Licensee (and third parties acting on Licensee’s behalf) may provide, and ITMS247 (and third parties acting on behalf of ITMS247) may obtain, certain information and data with respect to Licensee (including, without limitation, personal information) and Licensee’s business in connection with this Agreement, including, without limitation, information and data provided to or obtained by ITMS247 (or third parties acting on behalf of ITMS247) through the Customer Information Form and otherwise, in connection with ordering, registration, activation, updating, validating entitlement to, auditing, monitoring Installation of and Access to ITMS247 Materials and Services and managing the relationship with the Licensee. The Licensee hereby consents to ITMS247 maintaining, using, storing and disclosing such information and data (including, without limitation, personal information, if any) in conformity with ITMS247’s policies on privacy and data protection, as such policies may be updated from time to time, including without limitation ITMS247’s Privacy Policy.

   2. Connectivity. Certain Licensed Materials may facilitate or require the Licensee’s access to and use of content and services that are hosted on websites maintained by ITMS247 or by third parties. In some cases, such content and services may appear to be a feature or function within, or extension of, the Licensed Materials on the Licensee’s Computer even though hosted on such websites. Accessing such content or services and use of Licensed Materials may cause the Licensee’s Computer, without additional notice, to connect automatically to the Internet (transitorily, intermittently or on a regular basis) and to communicate with an ITMS247 or third-party website - for example, for purposes of providing the Licensee with additional information, features and functionality or to validate that the Licensed Materials and/or content or services are being used as permitted under this Agreement or other applicable terms. Such connectivity to ITMS247 websites is governed by ITMS247’s policies on privacy and data protection described in this Section 4 (Privacy; Use of Information; Connectivity). Such connectivity to websites of third parties is governed by the terms (including the disclaimers and notices) found on such sites or otherwise associated with the third-party content or services. ITMS247 does not control, endorse, or accept responsibility for any such third-party content or services, and any dealings between the Licensee and any third party in connection with such content or services, including, without limitation, such third party’s privacy policies, use of personal information, delivery of and payment for goods and services, and any other terms associated with such dealings, are solely between the Licensee and such third party. ITMS247 may at any time, for any reason, modify or discontinue the availability of any third-party content or services. Access to and use of certain content and services (whether of ITMS247 or third parties) may require assent to separate terms.

5. Warnings

   1. Activation Codes and Security.

      1. Activation Code Required for Installation/Access and Continued Use.

         Installation of and Access to the Licensed Materials require, and the continued use thereof may from time to time require, activation codes issued by ITMS247. Registration may be required before an activation code is issued by ITMS247. The Licensee will provide ITMS247 with any information required for such registration and agrees that any information provided to ITMS247 will be accurate and current. The Licensee will also maintain and update the Licensee’s registration information, on an ongoing basis, through customer data registration processes which may be provided by ITMS247. The Licensee acknowledges and agrees that ITMS247 may use such information in accordance with its Privacy Policy.

      2. Effect of Activation Codes.

         The Licensee acknowledges and agrees that receipt of an activation code (whether or not provided to Licensee in error) will not constitute evidence of or affect the scope of the Licensee’s Licence rights. Those rights will be only as set forth in this Agreement.

6. Limitations of Liability

   1. Limitation on Type and Amount of Liability. In no event will ITMS247 have any liability (directly or indirectly, whether under contract, tort (including negligence) or otherwise) for any incidental, special, indirect, consequential or punitive damages; for loss of profits, use, revenue or data, or for business interruption. The liability of ITMS247 arising out of or relating to any ITMS247 Materials or Services will not exceed £100.00 (GBP).

7. Termination

   1. Termination

      ITMS247 may terminate this Agreement, the Licensee’s Licence as to Licensed Materials and/or the provision of Services relating to the Licensed Materials if the Licensee is in breach of this Agreement and fails to cure such breach within 5 (five) days after notification of the breach; however, if the Licensee is in breach of Section 1 (Licence) or Section 2 (Licence Limitations; Prohibitions), ITMS247 may terminate this Agreement, the Licensee’s Licence as to Licensed Materials and/or the provision of Services relating to the Licensed Materials immediately upon notification of the breach. ITMS247 may also terminate this Agreement if the Licensee becomes subject to bankruptcy proceedings, becomes insolvent, or makes an arrangement with the Licensee’s creditors. This Agreement will terminate automatically without further notice or action by ITMS247 if the Licensee goes into liquidation.

      
      

      The Licensee acknowledges and agrees that ITMS247 may assign or sub-contract any of its rights or obligations under this Agreement.

   2. Effect of Termination of Agreement or Licence.

      Upon termination or expiration of this Agreement, the Licences granted hereunder will terminate. Upon termination or expiration of any Licence granted to the Licensee, the Licensee must cease all use of ITMS247 Materials to which such Licence applies and any Services and Uninstall all copies of the ITMS247 Materials.

   3. Survival.

      Sections 1.2 (Additional Terms), 2.1.1 (No Licence Granted; Unauthorised Activities), 2.1.3 (Effect of Unauthorised Use), 2.2 (Circumvention), 3 (All Rights Reserved), 4 (Privacy; Use of Information; Connectivity), 5 (Warnings), 6 (Limitations of Liability), 7 (Termination), and 8 (General Provisions) will survive any termination or expiration of this Agreement.

8. General Provisions

   1. Notices

      Notices in connection with this Agreement by either party will be in writing and will be sent by electronic mail or postal service. Notices from ITMS247 to the Licensee will be effective (a) in the case of notices by email, one (1) day after sending to the email address provided to ITMS247, or (b) in the case of notices by mail or delivery service, two (2) days after sending by regular post or delivery service to the address provided to ITMS247.

   2. Governing Law and Jurisdiction.

      This Agreement will be governed by and construed in accordance with the laws of England and Wales.

   3. Audits.

      The Licensee agrees that ITMS247 has the right to require an audit (electronic or otherwise) of the ITMS247 Materials and the Installation thereof and Access thereto. As part of any such audit, ITMS247 or its authorised representative will have the right, on five (5) days’ prior notice to the Licensee, to inspect the Licensee’s records, systems and facilities, including machine IDs, serial numbers and related information, to verify the Licensee’s Installation of and Access to the ITMS247 Materials. Additionally, within five (5) days of the audit request, the Licensee will provide to ITMS247 all records and information requested by ITMS247 in order to verify the Licensee’s Installation of and Access to the ITMS247 Materials. The Licensee will provide full cooperation to enable any such audit. If ITMS247 determines that the Licensee’s Installation of or Access to the ITMS247 Materials is not in conformity with the applicable agreements or terms of service, the Licensee will immediately pay to bring the Licensee’s Installation and Access into compliance and pay the reasonable costs of the audit. In addition to such payment rights, ITMS247 reserves the right to seek any other remedies available at law or in equity.

   4. Force Majeure.

      ITMS247 will not be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from acts of God, supplier delay or other causes beyond ITMS247's reasonable control.

   5. Entire Agreement.

      This Agreement and any other terms referenced in this Agreement constitute the entire agreement between the parties (and merge and supersede any prior or contemporaneous agreements, discussions, communications, agreements, representations, warranties, advertising or understandings) with respect to the subject matter hereof, except that particular ITMS247 Materials may be subject to additional or different terms associated with such ITMS247 Materials. The parties acknowledge that, in entering into this Agreement, they are not relying on any agreements, discussions, communications, agreements, representations, warranties, advertising or understandings other than as expressly set forth in this Agreement. The Licensee acknowledges and agrees that ITMS247 may add to or change the Terms from time to time.

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