24th April 2019
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Fifty Five and Five Limited of Lm11.2.1 The Leather Market Weston Street, London, United Kingdom, SE1 3ER (Fifty Five and Five, us or we) for:
We license use of the Partner Benchmarking Tool and Documentation to you on the basis of this Licence. We do not sell the Partner Benchmarking Tool or Documentation to you. We remain the owners of the Partner Benchmarking Tool and Documentation at all times.
1.1 In consideration of you agreeing to abide by the terms of this Licence, Fifty Five and Five hereby grants to you a non-exclusive, non-transferable licence to use the Partner Benchmarking Tool and the Documentation on the terms of this Licence.
1.2 You may access and use the Partner Benchmarking Tool to generate results for your company only.
1.3 You may not use the Partner Benchmarking Tool for commercial purposes, e.g. as a paid or free service to your customers.
1.4 We may update or require you to update the Partner Benchmarking Tool, provided that the Partner Benchmarking Tool shall always match the description of it that we provided to you before you bought it.
1.5 The Partner Benchmarking Tool availability is subject to any third-party APIs which the tool relies upon.
1.6 The Partner Benchmarking Tool is provided on an ‘as is’ and ‘as available’ basis.
Except as expressly set out in this Licence or as permitted by any local law, you undertake:
(a) not to copy the Partner Benchmarking Tool or Documentation, except where expressly permitted by law;
(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Partner Benchmarking Tool or Documentation nor permit the Partner Benchmarking Tool or any part of it to be combined with, or become incorporated in, any other programs;
(c) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Partner Benchmarking Tool nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Partner Benchmarking Tool to obtain the information necessary to create an independent program that can be operated with the Partner Benchmarking Tool or with another program (Permitted Objective), and provided that the information obtained by you during such activities:
(i) is used only for the Permitted Objective;
(ii) is not disclosed or communicated without Fifty Five and Five's prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
(iii) is not used to create any Partner Benchmarking Tool that is substantially similar in its expression to the Partner Benchmarking Tool;
(d) to include our copyright notice on all entire and partial copies of any Documentation or reports that include data obtained from the Partner Benchmarking Tool; and
(e) not to provide, or otherwise make available, the Partner Benchmarking Tool in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us.
3.1 You acknowledge that all intellectual property rights in the Partner Benchmarking Tool and the Documentation throughout the world belong to us, that rights in the Partner Benchmarking Tool are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Partner Benchmarking Tool or the Documentation other than the right to use the Partner Benchmarking Tool and the Documentation in accordance with the terms of this Licence.
3.2 You acknowledge that you have no right to have access to the Partner Benchmarking Tool in source code form other than as expressly provided in this Licence.
4.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Licence or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time this Licence was made, both we and you knew it might happen.
4.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
4.3 We are not liable for business losses. The Partner Benchmarking Tool is for private business use. If you use the Partner Benchmarking Tool for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
4.4 You acknowledge that the Partner Benchmarking Tool has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Partner Benchmarking Tool as described in the Documentation meet your requirements.
5.1 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence.
5.2 Upon termination for any reason:
(a) all rights granted to you under this Licence shall cease;
(b) you must cease all activities authorised by this Licence; and
(c) you must immediately cease using the Partner Benchmarking Tool.
6.1 If we have to contact you or give you notice in writing, we will do so by email.
7.2 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
7.3 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
7.4 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
7.5 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
7.6 Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts.