BY INSTALLING, ACCESSING OR OTHERWISE USING FOOD MANAGEMENT SYSTEMS SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENCE. IF YOU DO NOT AGREE TO THEM, DO NOT INSTALL, ACCESS OR USE THE SOFTWARE, AND YOU WILL RECEIVE A CREDIT FOR THE SOFTWARE IF, WITHIN 30 DAYS FROM THE DATE OF DELIVERY, YOU (1) REMOVE THE SOFTWARE FROM YOUR COMPUTER; AND (2) CERTIFY IN WRITING THAT YOU (a) HAVE NOT ACCESSED OR USED THE SOFTWARE; (b) HAVE REMOVED ALL FILES FROM YOUR COMPUTER; AND (c) HAVE NOT TRANSFERRED THE SOFTWARE TO ANYONE ELSE. IF YOU DO NOT DO SO WITHIN 30 DAYS FROM THE DATE OF DELIVERY, THEN YOU ARE DEEMED TO HAVE ACCEPTED THE TERMS OF THIS LICENCE. THIS AGREEMENT ALSO APPLIES TO ANY UPDATES, SUPPLEMENTS, ADD-ON COMPONENTS, OR SERVICES FOR THE SOFTWARE THAT GW THOMPSON LTD OR ITS AGENTS MAY SUBSEQUENTLY PROVIDE TO YOU, UNLESS OTHER TERMS ACCOMPANY THOSE ITEMS. IN THAT CASE, TO THE EXTENT THEY CONFLICT WITH THIS AGREEMENT, THOSE OTHER TERMS WILL APPLY.
END-USER LICENCE AGREEMENT FOR “FOOD MANAGEMENT SYSTEMS” SOFTWARE (FMS). IMPORTANT PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT CAREFULLY BEFORE CONTINUING WITH THIS PROGRAM INSTALL: GW Thompson Ltd End-User Licence Agreement ("EULA") is a legal agreement between you (either an individual or and/or the entity you are installing the software on behalf of) and GW Thompson Ltd. for the software product(s) identified above which may include associated software components, media, printed materials, and "online" or electronic documentation. By installing, copying, or otherwise using this Software, you agree to be bound by the terms of this EULA. This licence agreement represents the entire agreement concerning the program between you and GW Thompson Ltd, (referred to as "licencer"), and it supersedes any prior proposal, representation, or understanding between the parties. If you do not agree to the terms of this EULA, do not install or use this Software. “Food Management Systems” is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. This Software is licenced, not sold.
1. GRANT OF LICENCE.
This Software is licenced as follows:
(a) Installation and Use.
GW thompson Ltd grants you the right as Licencee, a non-exclusive and, except as set forth in this agreement, a non-assignable and non-transferable, right to install and use the Software.
(b) Backup Copies.
You may also make copies of this Software as may be necessary for backup and archival purposes, provided such copy contain the same proprietary notices as appear in the original copy of the Software
Duration of Licence. The duration of your licence is perpetual, unless a limited subscription time period is specified on your invoice or other agreement with GW Thompson Ltd, its Agents or Distributors.
2. OWNERSHIP OF SOFTWARE
The Software is licenced, not sold. As Licencee, you own the magnetic or other physical media on which the Software is recorded, but GW Thompson Ltd retains all right, title, proprietary interest in, and ownership of the Software. The Software and the accompanying written materials are protected by copyright laws and other intellectual property laws and treaties.
3. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
(a) Maintenance of Copyright Notices.
You must not remove or alter any copyright notices on any and all copies of the Software.
You may not distribute registered copies of the Software to third parties. Evaluation versions are available for download from GW Thompson Ltd websites which may be freely distributed.
(c) Prohibition on Reverse Engineering, Decompilation, and Disassembly.
You may not reverse engineer, decompile or disassemble, or modify, adapt, translate or create derivative works of the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
You may not rent, lease, or lend the Software.
(e) Support Services.
GW Thompson Ltd may provide you with support services related to this Software ("Support Services"). Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA.
(f) Compliance with Applicable Laws.
You must comply with all applicable laws regarding use of the Software.
(g) Transfer Restrictions.
The Software is licenced to only you, the Licencee. Except as provided for in this Agreement, you may not share the Software or transfer, rent, sell, or otherwise dispose of the Software on a temporary or permanent basis. Notwithstanding the foregoing, for Individual Licences, you may make a permanent transfer of your copy of the Software to another individual provided that: (1) you notify GW Thompson Ltd first and; (b) you do not retain any copies of the Software. This permanent transfer must include all of the Software, including component parts, the media and printed materials, any upgrades and this licence agreement. Any authorized transfer of the Software shall be bound by the terms and conditions of this Agreement
Restrictions Applicable to All Versions. Any reproduction or redistribution of the Software not in accordance with this Agreement is expressly forbidden. You may be held legally responsible for any infringement that is caused or encouraged by your failure to abide by the terms of this Agreement. You may make additional copies of the Software solely for archival or back-up purposes, provided such copy contain the same proprietary notices as appear in the original copy of the Software.
4. ADDITIONAL LICENCES AND COPYRIGHT.
By installing this product, in addition to the GW Thompson Ltd licence terms, you also agree to be bound by the third-party terms specified in the additional-legal-notices during installation. GW Thompson Ltd recommends that you review these third-party terms.
All title, including but not limited to copyrights, in and to this Software and any copies thereof are owned by GW Thompson Ltd or its suppliers. All title and intellectual property rights in and to the content which 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 EULA grants you no rights to use such content. All rights not expressly granted are reserved by GW Thompson Ltd.
6. NO WARRANTIES
GW Thompson Ltd expressly disclaims any warranty for this Software. The Software is provided 'As Is' without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, noninfringement, or fitness for a particular purpose. GW Thompson Ltd does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within this Software. GW Thompson Ltd makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. GW Thompson Ltd further expressly disclaims any warranty or representation to Authorized Users or to any third party, and GW Thompson specifically disclaims the implied warranties of fitness for a particular purpose and merchantability. No oral or written information or advice given by GW Thompson Ltd, Its Dealers, Distributors, Agents or Employees shall create a warranty, and you may not rely upon such information or advice.
7. LIMITATION OF LIABILITY
In no event shall GW Thompson Ltd be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) arising out of 'Authorized Users' use of or inability to use this Software, even if GW Thompson Ltd has been advised of the possibility of such damages. In no event will GW Thompson Ltd be liable for loss of data or for indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise. GW Thompson Ltd shall have no liability with respect to the content of the Software or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information. To the maximum extent permitted by Law, neither GW Thompson Ltd nor anyone else who has been involved on behalf of GW Thompson Ltd in the creation of this software, accompanying written materials, or any services provided in connection therewith, shall be liable for any special, consequential or incidental damages (including damage for loss of business profit, business interruption, loss of data, and the like) arising out of the use or inability to use this software, even if GW Thompson Ltd has been advised of the possibility of such damages. In no event shall GW Thompson Ltd’s total cumulative liability for loss or damage under this agreement exceed the amount of Licence fees paid by you for the Software giving rise to the claim.
Without prejudice to any other rights, GW Thompson Ltd may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of this Software in your possession. You may terminate this licence at any time by destroying the Software, related documentation and all allowable copies thereof. This licence is subject to immediate termination if you fail to comply with any provision of this licence. Upon termination you shall cease all use of the Software and destroy the written materials and all allowable copies of the Software (including backup copies)
This Agreement shall be governed by the laws of England without regard to that body of law known as conflicts of law, and excluding the United Nations Convention on Contracts for the Sale of Goods. You agree to submit to personal jurisdiction in the country of England. This Agreement constitutes the complete and exclusive statement of the terms of the Agreement regarding the Software between you and GW Thompson Ltd. It supersedes and replaces any previous or contemporaneous written or oral Agreements and communications relating to the Software. No waiver or modification of the terms of this Agreement shall be effective unless ratified in writing and signed by both you and GW Thompson Ltd. This Agreement will not be amended or modified by the terms of any purchase order or acknowledgement, regardless of whether GW Thompson Ltd may have accepted or signed the same. Any party’s failure to enforce the provisions of this Agreement shall not constitute or be construed as a waiver of any other provisions or rights. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.
Definitions and interpretation in this EULA:
“Computer” means [a desktop, notebook, netbook or similar computer owned by and in the control of the Licencee];
“Documentation” means the documentation concerning the Software supplied by the Licensor or by the Software supplier to the Licencee with the Software.
“Effective Date” means [the date when the Licencee agrees to the terms and conditions of this EULA, as detailed in the preamble to this EULA];
“EULA” means this end user licence agreement (including the preamble), and any amendments to it from time to time;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including [failures of or problems with the internet or a part of the internet,] power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above
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