This Software Evaluation License agreement (“Agreement”) is a legal agreement between you (either an individual or an entity) signing up to use the Product (The “Licensee”) and Lenses.io, Ltd. a company organised and existing in the United Kingdom, with a registered address at New Penderel House 4th Floor, 283-288 High Holborn, London, United Kingdom, WC1V 7HP (The “Licensor”) regarding software you have requested to download (the “Product”). The purpose of this Agreement is to facilitate evaluation of Licensor’s Software (“Product”), proof of concept and other such demonstratives displays of the Product
BY USING THE PRODUCT OR BY REGISTERING FOR THE PRODUCT OR BY CLICKING ON THE CHECKBOX THAT DEMONSTRATES ACCEPTANCE OF THIS AGREEMENT, THE LICENSEE REPRESENTS, WARRANTS, AND AGREES THAT HAS READ, UNDERSTOOD, AND AGREE TO BE BOUND TO THE TERMS OF THIS AGREEMENT. IF YOU ARE AN INDIVIDUAL AGREEING TO THE TERMS OF THIS AGREEMENT ON BEHALF OF AN ENTITY, SUCH AS YOUR EMPLOYER, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY AND “LICENSEE” SHALL REFER HEREIN TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT DOWNLOAD OR USE THE PRODUCT.
1.1 “Agreement” means this License Agreement.
1.2 ”Commencement Date” means the date you have registered for the software.
1.3 “Confidential Information” means information that: (a) is by its nature confidential; (b) is designated in writing by Licensor as confidential; (c) the Licensee knows or reasonably ought to know is confidential; (d) Information comprised in or relating to any Intellectual Property Rights of Licensor;
1.4 “Product” means the Proprietary Software Products provided by the Licensor
1.5 “Intellectual Property Rights” means all rights in and to any copyright, trademark, trading name, design, patent, know how (trade secrets) and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic field and any application or right to apply for registration of any of these rights and any right to protect or enforce any of these rights, as further specified in clause 5.
1.6 “Party” means a person or business entity who has executed this Agreement
1.7 “Technical Data” means technical information regarding the Licensee’s, and the Licensee’s use of, devices, systems, applications and software.
1.8 “Evaluation Term” means thirty (30) days from the date of download by the Licensee or such other period specified in writing by the Licensor.
1.9 "License Key" means the key that is used to activate the Product for use by the Licensee.
1.10 "Site" means lenses.io
2. LICENSE GRANT
2.1 Subject to the Agreement and provided that the Licensee has a valid License Key, the Licensor grants to the Licensee the revocable, non-exclusive, non-transferable, and non-sublicensable license for the Evaluation Term to use, only on servers owned or controlled by the Licensee, the Product for the specific purpose specified in this Agreement, subject to the terms and conditions set out in this Agreement.
2.2 In relation to the scope of use: (a) The Licensee may make backup reasonable amounts of copies of the Product for its lawful use. The Licensee shall record the number and location of all copies and take steps to prevent unauthorised use. (b) Except as expressly permitted in this clause 2, the Licensee has no right, and shall not permit any third party, to copy, adapt, reverse engineer, decompile, disassemble, modify or adapt the Product.
2.3 The Licensee shall not, without the prior written consent of the Licensor; (a) Sub-license, assign or novate the benefit or burden of this license in whole or in part; (b) Allow the Product to become the subject of any charge, lien or encumbrance; and (c) Deal in any other manner with any or all of its rights and obligations under this Agreement.
2.4 Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
2.5 The Licensee shall: (a) Notify the Licensor as soon as it becomes aware of any unauthorised use of the Product by any person; (b) Pay, for broadening the scope of the license(s) granted under this Agreement to cover the unauthorised use, an amount equal to the fees which the Licensor would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commended.
2.6 If the Licensee wishes to license the Product after the Evaluation Term, or for purposes other than those set forth in this Section, the Licensee may contact the Licensor to discuss a subscription that includes a production license. Any such license will be subject to a separate agreement.
3. LICENSE CONDITIONS AND RESTRICTIONS
3.1 Unless expressly otherwise set forth in this Agreement, the Licensee will not: (a) modify, translate or create derivative works of the Product; (b) decompile, reverse engineer or reverse assemble any portion of the Product or attempt to discover any source code or underlying ideas or algorithms of the Product; (c) sell, assign, sublicense, rent, lease, loan, provide, distribute or otherwise transfer all or any portion of the Product (d) make, have made, reproduce or copy the Product; (e) remove or alter any trademark, logo, copyright or other proprietary notices associated with the Product; and (f) cause or permit any other party to do any of the foregoing.
3.2 The Licensee cannot use the Product, for purposes other than as specified in this Agreement.
3.3 The Licensee may permit its employees to use the Product, provided that the Licensee takes all necessary steps and imposes the necessary conditions to ensure that all employees using the Product do not commercialize or disclose the contents of it to any third person, or use it other than in accordance with the terms of this Agreement.
3.4 The Licensee will provide technological and security measures to ensure that the Product which the Licensee is responsible for, is physically and electronically secure from unauthorised use or access.
3.5 The Licensee shall not use the Product in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Product and its components or infringes on the rights of another party. The Licensee shall not modify, adapt or hack any protected (encrypted or compiled) parts of the Product, or otherwise attempt to gain unauthorized access to those parts or its related systems or networks. The Licensee undertakes not to promote any material that is unlawful, threatening, abusive, malicious, defamatory, false, materially inaccurate, or otherwise objectionable. The Licensee will not reproduce, publish, or distribute content in connection with the Product that infringes any third party’s trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right. The Licensor offers no assurance that the Licensee use of the Product under the terms of the Agreement will not violate any law or regulation applicable to the Licensee.
3.6 The Licensee must only install the Product and make the Product available for use on systems owned, leased, or controlled by the Licensee in such a way that the Licensee can guarantee compliance with the terms of the Agreement. The Licensee assumes all responsibility for any and all use of the Product, including but not limited to content and media that is created, uploaded to, downloaded from, transmitted and edited using the Product. The Licensee is responsible for any accesses made to the Product.
3.7 With respect to any use of the Product, the Licensee shall keep the attribution and hyperlink to the Licensor and its Site intact.
3.8 The Licensee shall not obtain copies of the Product through any means other than directly through the Licensor’s Site or its Licensors. The Licensor does not guarantee that the Product will be available for download from the Site.
3.9 You shall not commit any act likely to result in the disrepute or harming of interests of the Licensor’s name or the name of its third party suppliers, whether through explicit act or omission.
3.10 The Licensee acknowledges that evaluation versions of the Product may have more limited functionality than commercial versions available for a fee. The Licensee acknowledges that the Licensor may discontinue the evaluation program at any time.
4. MAINTENANCE RELEASES, NEW RELEASES, UPDATES
4.1 The Licensee is entitled to use new releases of and updates to the Product generally made available to its customers. Any new releases of and updates to the Product received by the Licensee and are entitled to use pursuant to this Section 1.4 shall be included in the definition of “Product” hereunder and shall be governed by the terms of this Agreement unless such new release or update is accompanied by a separate license, in which case the terms of that license will govern the Product and/or such new release or update. The Licensee may obtain new releases of and/or updates to the Product only from the Licensor or other sources authorized by the Licensor.
5. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
5.1 As between the Licensor and the Licensee and subject to the grants under this Agreement, the Licensor owns all right, title and interest in and to: (a) the Product (including, but not limited to, any modifications thereto or derivative works thereof); (b) all ideas, inventions, discoveries, improvements, information, creative works and any other works discovered, prepared or developed by the Licensor in the course of or resulting from the provision of any services under this Agreement; and (c) any and all Intellectual Property Rights embodied in the foregoing.
5.2 The Licensee acknowledges that all Intellectual Property Rights in the Product and any maintenance releases belong and shall belong to the Licensor, and the Licensee shall have no rights in or to the Product other than the right to use it in accordance with the terms of this Agreement.
6. CONSENT REGARDING DATA
6.1 The Licensee acknowledges and accepts that the Licensor may collect, store and use Technical Data that is gathered during the Licensee’s use of the Product.
6.2 The Licensor may use the Technical Data to understand the way in which the Licensee uses the Product and to provide support to the Licensee in their use of the Product.
6.3 The Licensee may at any time disable the collection of Technical Data via the configuration settings of the Product or, alternatively, by advising the Licensor that they wish to disable the collection of Technical Data.
7. LIMITATION OF LIABILITY
7.1 Except as expressly stated in clause 7.2; (a) The Licensor shall not in any circumstances have any liability for any losses or damages which may be suffered by the Licensee (or any other person claiming under or through the Licensee), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise, howsoever, which fall within any of the following categories; (i) special damage even if the Licensor was aware of the circumstances in which such special damage could arise; (ii) loss of profits; (iii) loss of anticipated savings; (iv) loss of business opportunity; (v) loss of goodwill; (vi) loss or corruption of data; provided that this clause 7.1(a) shall not prevent claims for loss or damage to the Licensee’s tangible property that fall within the terms of clause 7.1(b) or any other claims for direct financial loss that are not excluded by any of the categories (i) to (v) of this clause 7.1(a); (c) the Licensee agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Licensor shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.
7.2 The exclusions in clause 7.1 shall apply to the fullest extent permissible at law, but the Licensor does not exclude liability for: (a) death or personal injury caused by the negligence of the Licensor, its officers, employees, contractors or agents; (b) fraud or fraudulent misrepresentation; (c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (d) any other liability which may not be excluded by law.
7.3 All dates supplied by the Licensor for the delivery of the Product [or the provision of Services] shall be treated as approximate only. The Licensor shall not in any circumstances be liable for any loss or damage arising from any reasonable delay in delivery beyond such approximate dates.
7.4 All references to "the Licensor" in this clause 7 shall, for the purposes of this clause only, be treated as including all employees, subcontractors and suppliers of the Licensor and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause.
8.1 Each Party shall, during the term of this licence and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this licence) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such Party from the other Party and which relates to the other Party or any of its Affiliates, unless that information is public knowledge or already known to such Party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such Party from a third party. Each Party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
8.2 Neither Party may use, disclose or make available to any third party the other Party’s Confidential Information, unless such use or disclosure is done in accordance with the terms of this Agreement.
8.3 This clause 8 will survive termination of this Agreement.
9. WARRANTY DISCLAIMER
9.1 To the extent permitted by law, the Licensor will in no way be liable to the Licensee or any third party for any loss or damage, however caused (including through negligence) which may be directly or indirectly suffered in connection with any use of the Product.
9.2 The Product is provided by the Licensor on an “as is” or “as available” basis without any representations, warranties, covenants or conditions of any kind.
9.3 The Licensor will not be held liable by the Licensee in any way, for any loss, damage or injury suffered by the Licensee or by any other person related to any use of the Product or any part thereof.
9.4 Notwithstanding anything contained in this Agreement, in no event shall the Licensor be liable for any claims, damages or loss which may arise from the modification, combination, operation or use of the Product with the Licensee’s computer programs.
9.5 The Licensor does not warrant that the Product will function in any environment.
9.6 The Licensee acknowledges that: (a) the Product has not been prepared to meet any specific requirements of any party, including any requirements of Licensee; and (b) it is therefore the responsibility of the Licensee to ensure that the Product meets its own individual requirements.
9.7 To the extent permitted by law, no express or implied warranty, term, condition or undertaking is given or assumed by the Licensor, including any implied warranty of merchantability or fitness for a particular purpose.
9.8 The Licensor and its suppliers do not warrant that any of the products will be free from all bugs, errors, or omissions.
9.9 The Licensor does not warrant uninterrupted or error-free operation of the Product or that it will correct all errors. The Licensee is responsible for the results obtained from the use of the Product.
9.10 The Licensee acknowledges that use of the Product has the risk of human and machine errors, omissions, delays and losses and expressly assumes all risk with respect thereto.
10.1 The Licensee will indemnify, defend and hold the Licensor and its directors, officers, employees, suppliers, consultants, contractors, and agents (“Licensor Indemnitees”) harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims (groundless or otherwise), damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements) resulting from any claim (including third-party claims), suit, action, or proceeding against any Licensor Indemnitees, whether successful or not, caused by, arising out of, resulting from, attributable to or in any way incidental to: (a) any breach of this Agreement (including, but not limited to, any breach of any of Licensee’s representations, warranties or covenants); or (b) the negligence or willful misconduct of the Licensee.
10.2 This clause 10 will survive termination of this Agreement.
11. GOVERNING LAW
11.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
11.2 The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
12.1 This Agreement and the license granted herein commences upon the Commencement Date and is granted for the Evaluation Term, unless otherwise terminated by Licensor in the event of any of the following: (a) if the Licensee is in breach of any term of this Agreement and has not corrected such breach to Licensor’s reasonable satisfaction within 15 days of Licensor’s notice of the same; (b) if the Licensee becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganisation or dissolution, or makes an assignment for the benefit of creditors; or (c) the Licensee is in breach of clause 7,8,10 or 11 of this Agreement.
12.2 Termination under this clause shall not affect any other rights or remedies Licensor may have.
13. THIRD PARTY SOFTWARE
13.1 The Product may include software or other code distributed subject to licenses from third-party suppliers (“Third Party Software”). The Licensee accepts and agrees to the terms of such third-party licenses applicable to the Third Party Software and acknowledges that such third-party suppliers disclaim and make no representation or warranty with respect to the Product or any portion thereof and assume no liability for any claim that may arise with respect to the Product. Third Party Software licenses are set forth at: https://lenses.io/third-party-software
14.1 The Licensee shall not assign any rights of this Agreement, without the prior written consent of the Licensor.
15. NO PARTNERSHIP OR AGENCY
15.1 Nothing in this Agreement is intended to, or shall be deemed to establish any partnership or joint venture between any of the Parties, or constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
16.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 17.1 shall not affect the validity and enforceability of the rest of this Agreement.
16.2 If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
17.1 No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18.1 The Licensee agrees that the Licensor may provide the Licensee with notices, including without limitation those regarding changes to the Agreement, by e-mail, regular mail, or messages or postings through the Product.
19.1 Additional services such as Product support and maintenance or consulting shall be charged in addition to a fee specified by the Licensor. The Licensor support services are not available for the evaluation use of Product. The Licensor may, but is not required to, make patches, updates and upgrades to the Product available from time to time. Installation and use of such releases are governed by the terms of this Agreement
19.2 The Licensor shall not be obliged to make modifications or provide support in relation to the Licensee's computer hardware, operating system software, or third party application software or any data feeds or external data.
20. TRADEMARKS AND PUBLICITY
20.1 The Licensee shall not use Licensor’s name or trademarks, unless written permission is obtained from Licensor or otherwise set out in the Agreement.
20.2 The Licensee shall not commit any act where the result of which is the likely disrepute or harming of interests of the Licensor’s name or the name of its third party vendors, whether through explicit act or omission.
20.3 The Licensee authorizes the Licensor to use Licensee’s name and trademarks in Licensor’s promotional materials and for publicity purposes. The Licensee can opt-out at any time by writing to: email@example.com.
21 ENTIRE AGREEMENT
21.1 The Agreement constitutes the entire agreement between the Licensee and the Licensor and govern the Licensee’s use of the Product, superseding any prior agreements between the Licensee and the Licensor for the use of the Product. The Licensee also may be subject to additional terms and conditions that may apply when the Licensee use or purchase certain other of the Licensor’s services, affiliate services, third-party content, or third-party software.
Updated Nov 2017