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EULA

THE PIXEL FARM LTD.
END USER SOFTWARE LICENSE AGREEMENT

IMPORTANT-READ CAREFULLY: This End-User License Agreement (“EULA“) is a legal agreement between you (either an individual or a single entity) and The Pixel Farm Ltd., or the applicable subsidiary or reseller (“Licensor“), for the SOFTWARE product identified above, which includes computer SOFTWARE and associated media and printed materials, and may include “online” or electronic documentation (“SOFTWARE PRODUCT” or “SOFTWARE“). SOFTWARE PRODUCTS covered under this license are PFClean and PFTrack products and/or such other software products as may be made available by the Licensor from time to time. By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by all the terms and conditions set forth below. You also agree that your consent given electronically has the same value and carries the same obligations as if signed by you.

Note:

The Sales Terms (the “Sales Terms”) set out the number of entitlements to use the SOFTWARE PRODUCT you have acquired, the charges and other relevant commercial terms and are governed by the terms of this EULA.

This EULA taken together with the Account Terms you have signed up to (the “Account Terms”) and your Sales Terms forms the entirety of your contract with the Licensor. In the event of any conflict or inconsistency between the Account Terms and the EULA, the Account Terms shall prevail.

1. GRANT OF LICENSE. This EULA grants you the following rights:

Installation. If not already installed, you may install the SOFTWARE PRODUCT on your workstations or storage devices, such as network servers used to install the SOFTWARE PRODUCT on workstations.
Use. You may use one copy of the SOFTWARE PRODUCT, or in its place, any prior version for the same operating system, on a single workstation. The copy of the SOFTWARE PRODUCT may only be used in conjunction with the Licensor authorised unlocking code provided to you.
Additional License(s). If you have acquired additional licenses, you may use the number of additional copies of the computer SOFTWARE portion of the SOFTWARE PRODUCT as specified by Licensor and only in conjunction with the Licensor authorised unlocking code(s) provided to you.

For the avoidance of doubt you will be deemed to have accepted the SOFTWARE as soon as you start downloading the SOFTWARE.

2. YOUR RESPONSIBILITIES

Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble or modify the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
Rental. You may not rent or lease the SOFTWARE PRODUCT.
Not For Resale SOFTWARE. You may not resell the SOFTWARE PRODUCT.
SOFTWARE Transfer. You may not transfer any of your rights under this EULA, including any rights to receive annual maintenance of the SOFTWARE, which you may have acquired, without Licensor prior written approval and upon payment of applicable transfer charges. You may also be required to execute a written declaration confirming that you have not retained any copy of the transferred SOFTWARE PRODUCT. In the case Licensor accepts such transfer and all conditions above have been fulfilled, the recipient of such transfer shall agree to be bound by the terms of this EULA. If the SOFTWARE PRODUCT is an upgrade, any transfer must include all prior versions of the SOFTWARE PRODUCT.

In addition you shall:
(a) ensure that the number of persons using the SOFTWARE does not exceed the number of licenses or users you have paid for
(c) keep a complete and accurate record of your copying and disclosure of the SOFTWARE and its users, and produce such record to the Licensor on request from time to time;
(d) notify the Licensor as soon as you become aware of any unauthorized use of the SOFTWARE by any person;
(e) pay, for broadening the scope of the licences granted under this licence to cover the unauthorized 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 commenced together with interest at 2% above the base rate of Barclays Bank PLC.
(f) adhere to any use restrictions as may be set out in your Account Terms
(g) adhere to any other restrictions that were agreed when you purchased the license.

Further you shall not:
(a) sub-license, assign or novate the benefit or burden of this licence in whole or in part;
(b) allow the SOFTWARE 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,
without the prior written consent of the Licensor

3. COPYRIGHT. All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by The Pixel Farm Ltd. The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted material except that you may either (a) make one copy of the SOFTWARE PRODUCT solely for backup or archival purposes or (b) install the SOFTWARE PRODUCT on a single computer provided you keep the original solely for backup or archival purposes. You may not copy the printed materials accompanying the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is licensed, not sold

4. COMPLIANCE. You shall permit the Licensor or a third party appointed on the Licensor’s behalf to inspect and have access to any premises (and to the computer equipment located there) at or on which the SOFTWARE is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that you are complying with the terms of this licence, provided that the Licensor provides reasonable advance notice to you of such inspections, which shall take place at reasonable times.

5. MISCELLANEOUS

This EULA is governed by the laws of England and the parties subject to the non-exclusive jurisdiction of the courts of England.

Should you have any questions concerning this EULA, or if you desire to contact Licensor for any reason, please contact The Pixel Farm Ltd. or the The Pixel Farm Ltd. subsidiary serving your country, or write:

The Pixel Farm Ltd.
Sales Dept.
Unit 1 Pattenden Business Park,
Pattenden Lane,
Marden,
Tonbridge,
Kent.
TN12 9QS.
England

+44 (0)1622 808670

This application may connect to our server to check release and license status. Only information relating to the application will be transmitted and no information transmitted will be stored or retransmitted by The Pixel Farm other than that needed to confirm the status of the application.

6. LIMITED WARRANTY. Licensor warrants that (a) the SOFTWARE PRODUCT will perform substantially in accordance with the accompanying written materials for a period of thirty (30)days from the date of purchase. Some states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. To the extent allowed by applicable law, implied warranties on the SOFTWARE PRODUCT, if any, are limited to ninety (90) days.

7. CUSTOMER REMEDIES. Licensor’s and its suppliers’ entire liability and your exclusive remedy shall be, at Licensor’s option, either (a) return of the price paid, or (b) repair or replacement of the SOFTWARE PRODUCT that does not meet Licensor s Limited Warranty and which is returned to Licensor with a copy of your receipt. This Limited Warranty is void if failure of the SOFTWARE PRODUCT has resulted in the reasonable opinion of the Licensor from accident, abuse, modification or misapplication. Any replacement SOFTWARE PRODUCT will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

8. NO OTHER WARRANTIES. To the maximum extent permitted by applicable law, Licensor and its suppliers disclaim all other warranties, either express or implied, including, but not limited to, implied warranties of merchantability AND fitness for a particular purpose, with regard to the SOFTWARE PRODUCT. This limited warranty gives you specific legal rights. You may have others, which vary from state/jurisdiction to state/jurisdiction. Licensor does not warrant that your use of the SOFTWARE PRODUCT will be uninterrupted or error free.

9. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. To the maximum extent permitted by applicable law, in no event shall Licensor or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the SOFTWARE PRODUCT, even if Licensor has been advised of the possibility of such damages.

10. LIMITATION OF LIABILITY. The maximum liability of Licensor arising out of the license of the SOFTWARE or the use thereof, whether based upon warranty, contract, tort or otherwise, shall not exceed the actual payments received by Licensor.

Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to you.

11. TERMINATION. Without prejudice to any other rights, Licensor may terminate this EULA (including your licence to use the SOFTWARE with immediate effect if:

a) if you fail to comply with or breach any of the terms and conditions of this EULA; or,
b) you file a petition in bankruptcy; file a petition seeking any reorganisation, arrangement, composition or similar relief under any law regarding insolvency or relief for debtors; or make an assignment for the benefit of creditors; or
c) a receiver, trustee or similar officer is appointed for the business or property of you; or
d) any involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against you and not stayed, enjoined, or discharged within sixty (60) days; or
e) you adopt a resolution for, or undertakes to effect a, discontinuance of your business or dissolution

In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts,

12. CONFIDENTIALITY. Each party shall, during the term of this license and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this license) 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 license, 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.

No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

Each party shall comply with the Pixel Farm Privacy policy as may be updated from time to time.

13. EXPORT. Neither party shall export, directly or indirectly, any technical data acquired from the other party under this agreement (or any products, including software incorporating any such data) in breach of any applicable laws or regulations (Export Control Laws), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.

Each party undertakes:
(a) contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and
(b) if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.

14. BOILERPLATE

Entire Agreement.
This EULA together with your licence purchase details as submitted to the Licensor constitutes the entire agreement between you and the Licensor and except as expressly set out herein, shall not be amended, altered or changed except by a written agreement signed by the parties hereto. Any terms and conditions in any purchase order or other instrument issued by you in connection with this Agreement which are in addition to or inconsistent with the terms and conditions of this Agreement shall not be binding on the Licensor and the terms of this Agreement shall prevail. You acknowledge that you are not entering into this Agreement on the basis of any representations not expressly contained herein. You shall have no remedy in respect of any statement, representation, warranty or understanding (whether negligent or innocent) of any person other than as expressly set out herein, in which event the only remedy available to you shall be for breach of contract.

Severability.
If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, so far as permissible, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.

Assignability of Agreement.
This Agreement shall not be assigned by either party, whether voluntarily or by operation of law, and you may not delegate your duties without the prior written consent of THE PIXEL FARM. However, THE PIXEL FARM may assign this Agreement to a subsidiary or entity controlled by or under common control with THE PIXEL FARM or to any entity that acquires all or substantially all of its business. Any change of 50% or more of the ownership or control of you shall be deemed an “assignment” for purposes hereof. You undertake to promptly notify THE PIXEL FARM in advance of any such change in ownership or control.

Third Party Rights.
To the maximum extent legally permissible, no provision of this Agreement shall be enforceable by any third party under any express provision of law or otherwise.

Waivers.
Either party’s delay or failure to exercise any of the rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights.

Force Majeure.
Neither party shall be liable for failure to perform or delays in performing where such failure or delay shall have been due wholly or in part to unforeseen circumstances or due to causes beyond its reasonable control, including, but not limited to government regulation, work stoppages, fires, civil disobedience, embargo, war, riots, rebellions, earthquakes, strikes, floods, water and the elements. However, this sub-section shall not relieve or excuse the RESELLER as regards any payment obligation.

Confidentiality of Terms of Agreement.
Except where expressly agreed or legally compelled by any governmental or judicial authority, the parties agree not to disclose to any third party the terms or existence of this Agreement.

© 2003-2019 The Pixel Farm Limited. All rights reserved.

Last revised: February 2019