Myriad Optima Ltd.
The Battle Baton – ICE Data Manager - End User Legal Agreement
1. DEFINITIONS:
1.1Myriad Optima Ltd is the “Licensor”
1.2 The “Product” shall include “The Battle Baton – ICE Data Manager” online application as well as any associated media, printed materials and online or electronic documentation
1.3 The Licensee is the User of the Product
1.4 The “EULA” means the End User Legal Agreement
1.5 An individual Product Licence is for use with a single BCP Building
1.6 A Multi-Building Product Licence is for use by the Licensee with more than one BCP Building
1.7 The Licence means a Licence to use the Product pursuant to the EULA
2. LICENCE:
A. The Licensor:-
2.A.1 Owns the Product
2.A.2 Asserts its title to and all and any intellectual property rights in the Product including but not limited to any associated images photographs animations video audio music text and “applets”
2.A.3 Reserves the right to refuse to licence or continue to licence the Product
2.A.4 Agrees to licence the use of the Product on the terms set out in this EULA on payment by the Licensee of the required price for the Product
2.A.5 Has no right or access to any information stored within the Licensee's database
2.A.6 Will encrypt any personal member details within the database input by the Licensee
2.A.7 Will maintain the secure server so as to protect the Licensee's data from theft or misuse in alignment with its security measures and procedures
2.A.8 Will not be held responsible for any data loss incurred by the negligence of the Licensee
B. The Licensee:-
2.B.1 Represents that it has both the capacity and authority to enter into this EULA
2.B.2 Accepts and agrees to the terms and conditions of this EULA
2.B.3 Understands accepts and agrees that it is not permitted to use the Product unless it does so in full compliance with these terms and conditions
2.B.4 Accepts and agrees that it must pay to the Licensor the full price for the Product in accordance with the invoiced terms
2.B.5 Understands accepts and agrees that it is merely purchasing a Licence to use the Product and that it is not acquiring any other ownership rights in the Product
2.B.6 Has sole rights and access to any of its data stored within the Product
2.B.7 Understands accepts and agrees that a Licence lasts for 12 (twelve) months only and a renewal fee is to be paid should the Licensee wish to continue to use the Product
2.B.8 Understands accepts and agrees that having been notified by the Licensor of the fact that the then present Licence period is about to end and the terms upon which the Licensor is prepared to grant a new Licence, the Licensee shall confirm prior to the end of the Licence period that it accepts those terms and wishes to extend the Licence for a further 12 (twelve) months following which the Licensee will pay the forthcoming invoice in accordance with the invoiced terms
2.B.9 Accepts and agrees that it must purchase a Multi-Building Product Licence if it needs to cover two or more BCP buildings
2.B.10 Accepts and agrees that it must purchase a further Multi-Site Product Licence if it needs to cover more BCP buildings than those
then currently licensed
2.B.11Agrees that it will not seek to reverse engineer, decompile, disassemble or attempt to “hack” the Product
2.B.12 Agrees that it will not seek to modify amend or create derivative works of the Product
2.B.13 Agrees that it will not copy or in any way reproduce any part of the Product
2.B.14 Accepts and agrees that the Licence is non-transferable
2.B.15 Accepts and agrees that it has no rights whatsoever to or in or over the Product other than those granted to the Licensee by the Licensor in this EULA
2.B.16 Undertakes not to divulge to a third party any password attributed to it pursuant to the grant of the Licence
2.B.17 Accepts and agrees that if it is breach of the terms of this EULA the Licence terminates automatically
3. CALCULATION OF THE LICENCE FEE FOR ANY SECOND AND ANY SUBSEQUENT YEARS: -
3.1 The fee for the renewal of the Licence for a second year shall be 30% of the total Licence Fees for the first year, net of VAT (hereinafter known as £X) plus an amount which shall approximate to the price inflation in the first year (which amount added to £X shall hereinafter be known as £Y) plus VAT thereon
3.2 The fee for the renewal of the Licence for a third year shall be £Y plus an amount which shall approximate to the price inflation for
the previous year to which sum shall then be added VAT at the rate then obtaining.
3.3 The fee for the renewal of the Licence for any further years thereafter shall follow the same compound formula.
4. NON-WAIVER:-
4.1 No waiver by the Licensor relating to any breach of any term or provision of this EULA shall be considered to be and/or accepted to be a waiver of any preceding and/or succeeding breach of any term or provision of the EULA
4.2 Any rights and remedies that the Licensor has following any such breach shall be construed to be cumulative and none shall be
considered to be exclusive to any other.
5. LIMITATION OF LIABILITY:-
5.1 Nothing in this EULA shall limit the Licensor’s liability to the Licensee for a death or personal injury resulting from the Licensor’s
negligence
5.2 Except for the Licensor’s liability to the Licensee under the preceding clause (to which no limit applies) the Licensor’s liability arising under or in connection with the EULA (whether such liability arises from negligence, breach of contract or howsoever) shall not exceed the greater of:-
(a) £5,000 (five thousand pounds)
(b) The total amount paid by the Licensee for the Licence
5.3 Notwithstanding the preceding clause in no case will the Licensor be liable to the Licensee or any third party for or in respect of any
indirect or consequential loss or damage (whether financial or otherwise) or for any loss of data profit revenue contracts or business howsoever caused (whether arising out of any negligence or breach of the EULA or otherwise) even if the same were foreseeable by or the possibility thereof is or has been brought to the attention of the Licensor
5.4 No action or proceeding against the Licensor shall be commenced more than one year after the Licence has been granted and the parties acknowledge that this clause constitutes an express waiver of any rights under any otherwise applicable longer statute of limitations
6. ENTIRE AGREEMENT:
6.1 The EULA constitutes the entire agreement to the exclusion of any other terms and conditions and no terms and conditions contained in any document sent by the Licensee to the Licensor shall be of any effect with respect to the EULA unless expressly accepted in writing by a duly authorised officer of the Licensor
6.2 The Licensee acknowledges that the Licensee has not relied on and shall not be entitled to rescind the EULA or to claim damages or any other remedy on the basis of any representation warranty undertaking or statement which is not set out in the EULA including any representation made by or on behalf of the Licensor in respect of the Product which has induced the Licensee to enter into the EULA
7. SEVERABILITY:-
If any term of this EULA shall be adjudged for any reason to be void unenforceable or ineffective but would be judged to be valid effective and enforceable if part of the wording were deleted or a provision were reduced in scope the EULA shall continue with such modifications as are necessary to make its provisions (or if such be the case its remaining provisions) valid effective and enforceable
8. JURISDICTION:-
The EULA is subject to and governed by the laws of England under the jurisdiction of the Courts of England
Customer Service:-
Myriad Optima customer services can be contacted via any of the three methods listed below. Myriad Optima will endeavour to provide effective response within 5 minutes by telephone and 1 hour by email during the standard working hours of 10:00am-4:00pm Monday to Friday, and within 3 working days if in writing.
Please write to:-
Myriad Optima Ltd.
3 Chiltern Works,
Chiltern Drive,
Surbiton,
Surrey
KT5 8LS
Tel: 0800 04 09 707
E-mail: inf@battlebaton.com
