+44 (0) 8455 441 254 [email protected]
Select Page

mobXscan Licence and Warranty

LICENCE AGREEMENT

Unless a separate written agreement is currently in force between the Licensee (“You” and “Your”) and mobXscan Ltd (“Licensor”), this Licence Agreement (“Agreement”) governs your use of the Licensor’s software known as mobXscan (“Software”) together with any electronic documentation (“Documentation”).

READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING AND INSTALLING ANY SOFTWARE. IF YOU AGREE TO THE TERMS OF THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU ARE AUTHORIZED TO BIND THE COMPANY TO THESE TERMS. IF YOU DO NOT AGREE TO ANY TERMS OF THIS AGREEMENT, YOU MUST UNINSTALL ALL COPIES OF THIS SOFTWARE.

LICENSOR LICENSES USE OF THE SOFTWARE AND DOCUMENTATION TO YOU ON THE BASIS OF THIS AGREEMENT. LICENSOR DOES NOT SELL THE SOFTWARE OR DOCUMENTATION TO YOU. LICENSOR REMAIN THE OWNERS OF THE SOFTWARE AND DOCUMENTATION AT ALL TIMES.

  1. Licence
  1. Subject to your compliance with this Agreement and in consideration of payment of the applicable licence fee, Licensor hereby grants you a non-exclusive, non-transferable, royalty-free licence to:
  • use the Software on the agreed number of devices to be activated;
  • receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by us from time to time.
  1. Proprietary Rights
  1. Except as expressly set out in this Agreement or as permitted by any local law, you may not:
  • disassemble, decompile, reverse engineer, create derivative works based on the whole or any part of the Software or otherwise reduce the Software to human perceivable form.
  1. You are authorized to make one copy of the Software to be retained for back up purposes only.
  2. You acknowledge that:
  • as between the parties, Licensor remains the owner of all right, title, and interest in the Software (and the technology embedded therein) and the Documentation and in any copies of it throughout the world;
  • you have no intellectual property rights in, or to, the Software or the Documentation other than the right to use the Software and the Documentation in accordance with the terms of this Agreement.
  1. Any copying or use of the Software or the Documentation in violation of this Agreement will constitute an infringement of the Licensor’s intellectual property rights.
  2. Except for the license expressly granted pursuant to Section 1(a), no license or title to the Software, or any related information, materials, products, intellectual property, or other rights therein, are transferred to you by virtue of this Agreement. Except as set out in this Agreement, you shall not without the express prior written consent of Licensor duplicate, copy, or reproduce the Software, any Documentation, intellectual property or other rights therein.
  3. You agree to reproduce and incorporate all Licensor copyright and other proprietary rights notices or legends on all copies made pursuant to this Agreement.
  1. Limited Warranty
  1. Licensor has no control over your use of the Software. Licensor does not and cannot warrant the performance or results that may be obtained by its use. Licensor does not represent, warrant, or guarantee the accuracy and timeliness of the data contained in the Software and Licensor shall have no liability of any kind whatsoever to you, or to any other party, on account of any inaccuracies in or untimeliness of the data, or for any delay in reporting such data contained in the Software. Various information in the Software constantly changes, and the information in the Software is only valid as of a particular date. Licensor does not warrant that the operation of the Software will be uninterrupted or error free. Licensor is not responsible for problems caused by accident, abuse, mishandling, alteration, or improper use. Licensor does not warrant or guarantee the suitability of the Software or that it will meet your requirements.
  2. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE SOFTWARE IS PROVIDED “AS-IS,” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE SOFTWARE AND RELATED MATERIALS, INCLUDING ITS FITNESS FOR A PARTICULAR PURPOSE, ITS QUALITY, ITS MERCHANTABILITY, AND ITS NON-INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS.
  1. Limitation on Damages
  1. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE LICENSOR’S LIABILITY FOR (A) DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C)  ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY ENGLISH LAW.
  2. TO THE MAXIMUM EXTENT PERMITTED BY ENGLISH LAW, LICENSOR AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF LICENSOR OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. LICENSOR’S MAXIMUM LIABILITY TO YOU, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR OTHERWISE SHALL NOT EXCEED THE TOTAL LICENCE FEE PAID OR PAYABLE BY YOU TO LICENSOR PURSUANT TO THIS AGREEMENT.
  1. Collection of Aggregate Data
  1. You acknowledge and agree that the Licensor may collect, analyze, and use data related to the Software, including, without limitation, data generated by the Software or data generated by any device incorporating the Software, and create anonymized and/or aggregated data records that do not allow the Licensor to identify any natural person (“Aggregate Data”).
  2. You acknowledge and agree that the Aggregate Data may be used, processed, analyzed, and stored for any legitimate purpose related to Licensor’s business, including, without limitation, improving the Software, improving Licensor’s other products and services, and developing new products or services. You acknowledge and agree that at least some of the Aggregate Data may be used, processed, analyzed, and stored by a cloud-based service.
  1. Termination
  1. This Agreement shall continue unless and until terminated in accordance with this Section 7.
  2. Licensor may terminate this Agreement immediately by written notice to you if you commit a material or persistent breach of this Agreement which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
  3. On termination of this Agreement:
  • all rights granted to you under this Agreement shall cease;
  • you must immediately cease all activities authorised by this Agreement;
  • you must immediately and permanently delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Software and Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so; and
  • no licence fees shall be refunded.
  1. Personal Information
  1. Under data protection legislation, Licensor is required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in https://mobxscan.com/privacy-policy/ and it is important that you read that information.

Miscellaneous

  1. You acknowledge that this Agreement constitutes the complete statement of the agreement between you and Licensor, and that the Agreement does not include any other prior or contemporaneous promises, representations, or descriptions regarding the Software or the Documentation.
  2. This Agreement does not, however, limit any rights that Licensor may have under trade secret, copyright, patent, or other laws.
  3. The agents, employees, distributors, and dealers of Licensor are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Licensor. Accordingly, additional statements such as dealer or other advertising or presentations, whether oral or written, do not constitute representations or warranties by Licensor and should not be relied upon.
  4. This Agreement may be modified only in writing.
  5. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
  6. If any provision of this Agreement is invalid or unenforceable under applicable law, that provision shall be deemed omitted and the remaining provisions will continue in full force and effect.
  7. Licensor may transfer its rights and obligations under this Agreement to another organisation, but this will not affect your rights or Licensor’s obligations under this Agreement.
  8. The validity and performance of this Agreement shall be governed by English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.

 

110724 V1.1