PLEASE READ THIS AGREEMENT CAREFULLYAll copyright, database rights, patents, trademarks and all other intellectual property rights whatever (together the "Intellectual Property Rights") in this software and its associated documentation and materials (including, without limitation, the installation instructions and all user and technical documentation, all preparatory designs and all data and databases) whether in hard copy or electronic form (together the "Software") and the Feesable Service (the "Service") are owned by Steamship Insurance Management Services Limited ("SIMSL"). The term "Software" also shall include any upgrades, modified versions or updates of the Software. For the purposes of this Agreement, Steamship Insurance Management Services Limited, on behalf of The Managers of the International Group of P & I Associations known as the "CLUBS", shall be referred to as "SIMSL". By clicking on the button marked "I agree" below, you will be signifying your agreement with SIMSL to be bound by the terms of this Agreement which will govern your use of the Software and the Service. If you do not accept the terms of this Agreement you must not use the Software or the Service and you should permanently destroy all copies of the Software and the supplied media. SIMSL grants to you a revocable, non-exclusive, non-transferable license to use the Service and the Software only in connection with the Service in object code form only on the terms set out in this Agreement. You may:
Except as expressly permitted by this Agreement and save to the extent and in the circumstances expressly permitted by law, you may NOT rent, lease, sub-license, transfer, loan, copy, modify, adapt, merge, translate, reverse engineer, decompile, disassemble or create derivative works based on the whole or any part of the Software or the Service or use, reproduce or deal with the Software or the Service or any part thereof in any way. SIMSL reserves the right to modify, enhance or replace or change the Software or the Service in any manner in which it sees fit. You acknowledge and agree that the Software and the Service are being provided to you free of charge on an "as is" basis and that SIMSL gives no express or implied warranties or undertakings as to the quality, functionality, performance or suitability of the Software or the Service for any particular purpose and that except as set out herein, all warranties or other terms whether express or implied, written or oral, statutory or otherwise, with respect to the Software and/or the Service are excluded. You acknowledge and agree that if you use the Software and/or the Service you do so at your own risk and that SIMSL will not be responsible for any loss, damage, delay, liability, cost or expense, direct or consequential, arising out of the use of the Software or Service. SIMSL shall have no liability if the Software or the Service is unavailable for any period of time, contains errors or otherwise does not perform or function properly or at all. You acknowledge that you will not rely upon the Service and that you may at any time submit invoices using standard non-electronic means, for example, by letter post. Notwithstanding anything else contained in this Agreement, SIMSL shall not be liable to you or any third party for any indirect or consequential loss, loss of contracts, losses suffered by third parties, loss of goodwill, loss of anticipated savings, loss of business, loss of turnover, loss of profits, loss of use of or value of any equipment or software, wasted management time, and loss resulting from loss, corruption or unavailability of data. Except in respect of injury to or death of any person caused by SIMSL's negligence (for which no limit applies) the maximum aggregate liability of SIMSL under or in connection with this Agreement shall not exceed £10,000. Title in the Software and the Service and all associated Intellectual Property Rights will remain at all times with SIMSL [or its licensors]. You agree to indemnify SIMSL and keep SIMSL fully and effectively indemnified and hold SIMSL harmless in respect of any claim, loss, damage, harm, liability, cost or expense including legal costs and expenses, or fines or other liabilities incurred or suffered by SIMSL arising out of any use, dissemination or reproduction of the Software or the Service by you which is unlawful, illegal or in breach of the terms of this Agreement. All rights not expressly granted to you by this Agreement are reserved by SIMSL. Without prejudice to any other right or remedy which SIMSL may have under this Agreement, at law, equity or otherwise, SIMSL may by giving you notice immediately terminate your licence to use the Software and the Service granted hereunder this Agreement if you do not abide by the terms and conditions contained herein. SIMSL may also terminate the licence granted hereunder at any time by giving you seven days notice. Upon termination of the licence granted hereunder, you must immediately permanently destroy all copies of the Software. SIMSL may suspend your licence to use the Software or the Service at any time for any reason without prior notice. You will then be contacted by SIMSL or one of the CLUBS concerning the suspension. If any part of these terms and conditions is determined by due legal process to be invalid, such invalidity shall affect only the relevant term(s) or condition(s), and all other terms and conditions will remain valid and in full effect. No variation of or additional to this Agreement is permissible or valid unless agreed and confirmed in writing by SIMSL. SIMSL may assign, subcontract or otherwise transfer you any of its rights or obligations under this Agreement. You shall not assign any of your rights or obligations under this Agreement without the prior written consent of SIMSL. The parties do not intend that any terms of this Agreement shall be enforced solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement. All notices which are required to be given hereunder shall be in writing and shall be sent to:
The IT Manager Any such notice may be delivered personally or by first class pre-paid letter, facsimile transmission or electronic mail and shall be deemed to have been served if by hand when delivered, if by first class post 48 hours after posting, if by facsimile transmission when despatched or via electronic mail when sent. This Agreement and all aspects of the use of the Software and the Service shall be governed by and construed in accordance with the laws of England. Any dispute arising out of or in connection with this Agreement or the Software or the Service, shall be determined by the English Courts and the parties hereby submit to the exclusive jurisdiction of the English Courts for such purpose. |
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