These terms and conditions, which will be deemed to have been accepted in their entirety by you by installing, copying or otherwise using the Software (as defined in this paragraph), will form the licence agreement (the "Licence") between Wyzo Ltd ("Wyzo") and you ("You", or "Your") for Your Use (as defined at clause 1.5 below) of the accompanying software known as Wyzo version 3 including (if applicable) any Upgrades (as defined at paragraph 3.1 below) from time to time and electronic documentation and associated material (the "Software"). The Software allows its users to, amongst other things, access and copy information contained in folders designated for sharing by the relevant users.
1. LICENCE TO USE
1.1 Subject to the terms and conditions of this Licence (but otherwise free of charge) Wyzo hereby grants You a revocable non-exclusive, non-transferable licence without any right to sub-licence, to Use the Software on a single computer system (the "System") for Your own single use only. The Software may not be transferred electronically from one computer to another nor used over a network.
1.2 Any and all rights not expressly granted to You in this Licence are hereby reserved by Wyzo.
1.3 Save as otherwise expressly stated, any Upgrades to the Software shall be subject to the terms and conditions of this Licence.
1.4 Upon accepting (as above) this Licence you undertake:
1.4.1 to only use the Software for non-commercial purposes;
1.4.2 not to copy the Software (other than for normal operation and as specified in clause 1.1 above) nor (subject to applicable law rights including (without limitation) under the Software Directive (91/250/EEC) or the Copyright (Computer Programs) Regulations 1992 (SI/1992/3233)) to disassemble, decompile or reverse engineer the Software;
1.4.3 not to translate, modify, sell, lease, rent, loan, redistribute, sub-lease, sub-license and/or make copies of (save as otherwise expressly permitted under this Licence) or create derivative works from the Software or any part of the Software;
1.4.4 to reproduce and include the copyright notice of Wyzo as it appears in or on the Software on all copies;
1.4.5 not to Use the Software:
(a) to access communicate and/or transmit any information that:
(i) infringes any patent, trade mark (whether or not registered), copyright, design right (whether or not registered) and/or other proprietary rights (together the "Intellectual Property Rights");
(ii) You are not permitted to access communicate and/or transmit any information that has been given to you in confidence;
(iii) contains software viruses Trojan horse, worms or other computer data or programmes which has the object, effect or is designed to destroy, interrupt and/or in any way limit the functionality of any software and/or hardware or other equipment or in any anyway detrimentally affect the same; or
(iv) is objectionable including (without limitation) any information that is unlawful, threatening, abusive, harassing, defamatory, harmful to minors or others generally, hateful, obscene, racially and/or ethnically objectionable;
(b) to in any way infringe any Intellectual Property Rights or any other third party rights;
(c) for immoral, illegal or for any other purpose which may be determined threatening, abusive or harmful including but not limited to the creation or transmission of any virus, worms, trojan horse, cancelbot or any other destructive or contaminating program;
1.4.6 to obtain any and all necessary consents and/or authorisations for the use of any Content (as defined at clause 6.3 below) and to pay any and all commissions, royalties, licence fees and/or any such other charges as may be required for the legitimate use of such Content from the Content owner or any other relevant party;
1.4.7 not to impersonate any person or entity or falsely state or otherwise misrepresent Your affiliation with a person or entity;
1.4.8 not to forge headers or otherwise manipulate identifiers in order to disguise the origin of any data transmitted to other users;
1.4.9 not to provide or otherwise make available the Software to any person other than your employees or as specified herein without prior written consent from Wyzo;
1.4.10 not to display the Software on a public bulletin board, ftp site, worldwide web site, chat room or by any other means;
1.4.11 only Use the Software in accordance with the instructions set out on the Website for its installation and use;
1.4.12 within 14 days after the date of termination or discontinuance of this Licence for whatever reason, to destroy the Software and all Upgrades or copies;
1.4.13 not to disrupt or harm the computer or programme of any other person.
1.5 In this Licence "Use" shall mean and include utilisation of the Software by amongst other things copying, transmitting or loading it into the permanent memory (e.g. hard disk, CD-ROM or other storage device) of the System for the processing of the System instructions or statements contained in such Software; and copying the Software which is in machine-readable form for Use by You on the System for the purposes only of understanding the contents of such machine-readable material. You may only make one (1) copy of the Software for back-up and one (1) copy for disaster recovery purposes provided these contain the same copyright information as the original.
You acknowledge that:
2.1 the Software is designed to, amongst other things, allow the user of the Software (and/or other compatible programmes) access to and copying of information contained in files ("Shared File") located on each such user's personal computer and designated as such by the user specifically for the purposes of the Software;
2.2 by designating a Shared File you thereby expressly authorise all users of the Software and/or other compatible programmes to:
2.2.1 access communicate, transmit, copy and/or in any way deal (together "Deal" or "Dealing") with any and all information contained in such Shared File ("Your Information"); and
2.2.2 use Your internet connection to Deal with Your Information;
2.3 You alone are responsible for your own actions using the Software and in ensuring that Your Use of the Software is compliant with all applicable laws and are aware that any Use which is inconsistent with such laws may render you liable to, amongst other things, a fine and/or imprisonment;
2.4 You are aware that the Content may contain third party proprietary information which may be protected by, amongst other things, copyright law and that, amongst other acts, the reproduction, distribution or handling of copies, transmission, public performance and/or displaying of such Content without the consent of the copyright owner or other rights holder may be in breach of such laws which may result in criminal and/or civil liability.
3.1 Wyzo may create programming fixes, updates and/or upgrades including new versions of the Software ("Upgrades") which may correct errors and although Wyzo has no obligation to notify existing licensees of such Upgrades, the same will be made available at the Website. You may reject to use such Upgrades but this may interfere with the operation of the Software.
4. THIRD PARTY SOFTWARE
4.1 You acknowledge that in installing the Software, You may also be required or have the option to install third party software ("Third Party Software") which software is subject to terms and conditions ("Third Party Terms") and you hereby acknowledge that You have read and accepted the Third Party Terms and agree that if You install or in any way use the Software, this shall constitute Your deemed acceptance in full of the Third Party Terms.
4.2 Wyzo makes no representation and/or warranty (express or implied) whatsoever in respect of any Third Party Software including (without limitation) in respect of its safety, quality, fitness for purpose or otherwise and to the extent permitted by any applicable law, Wyzo hereby expressly excludes any liability to You and/or any third party whatsoever and howsoever arising from or in any way related to the Third Party Software including (without limitation) to Your use of it even in circumstances where Wyzo has been advised of the possibility of such damage.
5. PRIVACY INFORMATION
5.2 You agree that You will provide accurate Personal Data and that you will update the same as and when necessary ensuring at all times that such information remains accurate.
6.1 The Software is provided "as is" without any warranty of any kind by Wyzo, its directors, employees, licensors and/or agents either express or implied including (but not limited to) the implied warranties of satisfactory quality, fitness for a particular purpose, title or any warranties which may be created and/or implied by a course of dealing, performance and/or trade usage.
6.2 Wyzo does not warrant that the Software will be error-free or that such errors will be corrected and You are solely responsible for all costs and expenses associated with rectification, repair and/or damage caused by such errors. The Software may therefore contain errors, bugs and/or other problems or limitation.
6.3 You hereby accept all risk associated with, and Wyzo does not make any representation nor warrant any information accessed and/or downloaded from any third party (the "Content") through the use of the Software or where the Software in any way facilitates the same and You agree that only You shall be responsible for any loss damage or any other consequence to You and/or any third party resulting from or in anyway related to such Content.
6.4 Without prejudice to the generality of the foregoing, all liability for any damage caused by viruses and/or worms in or in any way connected with the Software and/or its use is hereby expressly excluded and You acknowledge and agree that You are solely responsible for any resulting damage and/or loss including (without limitation) for any damage to Your computer or related hardware or equipment, computer network and/or loss of any data.
6.5 You acknowledge and agree that a fundamental element of the basis on which Wyzo is prepared to offer You the Software for no monetary charge is Your acceptance of these limitations and that Wyzo would not have agreed to the provision of the Software but for Your full acceptance of all the terms of this Licence in particular without limitation the exclusions set out in this clause.
6.6 Exclusion of warranties may not be valid in certain jurisdictions, however, the only applicable laws under which this Licence may be construed are specified in clause 12.6 below.
7. LIMITATION OF LIABILITY
7.1 Wyzo shall not be liable to You or to any other party whether under contract, tort or otherwise for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Licence, the Software, its use or otherwise including (without limitation):
7.1.1 alteration or unauthorised use of Your Information or any other information on you personal computer;
7.1.2 breach of any applicable law, regulation or third party rights; and
7.1.3 harm and/or damage to Your computer, any programmes or other material on it, its operation, and /or its performance, except to the extent that such liability may not be lawfully excluded under any applicable law.
7.2 Notwithstanding the generality of clause 7.1 above, Wyzo expressly excludes liability for indirect, special, incidental or consequential loss or damage which may arise in respect of the Software howsoever caused even if Wyzo has been advised of the possibility of such damages.
7.3 In the event that Wyzo incurs any liability whatsoever under or in any way related to this Licence, such liability shall be limited to $1,000 (except for death or personal injury arising from Wyzo's negligence). You acknowledge that the software is provided free of charge and that this limit is reasonable in the circumstances.
7.4 To the extent that Wyzo is prohibited by the relevant applicable law from limiting its liability as set out above Wyzo shall, in satisfaction of any term, condition and/or warranty which cannot be excluded or limited as above, at its discretion, be entitled to provide any one or more of the following:
7.4.1 if the breach relates to goods supplied by Wyzo:
(a) the replacement of;
(b) the supply of equivalent;
(c) the repair of;
(d) the payment of the cost of:
(ii) obtaining equivalent goods; or
7.4.2 if the breach relates to services:
(a) the supply of the relevant service again; or
(b) the payment of the cost of having the relevant service supplied again.
8.1 You hereby agree to indemnify and keep indemnified Wyzo, any of its officers, employees, agents, subsidiary companies, holding companies and/or the officers, employees and/or agents of each from and against any and all costs, claims, demands, liabilities, expenses, damages or losses, (including without limitation consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) arising out of Your breach of any of the terms of this Licence and/or in any way connected to Your use or misuse of the Software and/or the Third Party Software any part thereof.
9.1 You acknowledge and agree that all title and ownership rights including (without limitation) all Intellectual Property Rights subsisting in or used in connection with the Software including without limitation all images, animations, audio and other identifiable material relating to the Software are and remain the sole property of Wyzo or its licensors (as appropriate).
10.1 You may terminate this Licence at any time by destroying the Software and all copies of it.
10.2 Wyzo may in its sole discretion terminate this Licence at any time [and without notice][immediately upon service of notice] to You in the event that You are or Wyzo [reasonably] suspects that You are with immediate effect if you are in breach of any of the terms of the Licence including without limitation infringing any Intellectual Property Rights of any third party.
10.3 Following termination, You must comply with the provisions of clause 1.4.12 above.
11. INADEQUACY OF DAMAGES
Without prejudice to any other rights that Wyzo may have under any applicable law, You acknowledge and agree that damages alone would not be an adequate remedy for any breach by You of the provisions of this Licence and that accordingly Wyzo shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the provisions of this Licence.
All content on this website, including text, graphics, logos, icons, images, and video clips, is the exclusive property of Wyzo or its content suppliers and is protected by English and international copyright laws. The compilation (meaning the collection, arrangement, and assembly) of all content on this website is the exclusive property of Wyzo and is also protected by English and international copyright laws. The content on this website may be used as a resource. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the content on this website is strictly prohibited without the prior written consent of Wyzo. Please contact us at copyright@Wyzo.com if you desire to seek permission to use Wyzo's website content for other purposes and we will be happy to provide such consent in appropriate circumstances.
13. Copyright Notice
Copyright © 2009 Wyzo, Inc. All Rights Reserved.
"WYZO", and all other Wyzo logos, marks and designations of origin are the proprietary rights of Wyzo.
Portions, features and/or functionality of Wyzo's products may be protected under Wyzo patent applications or patents.
16. Blogs and Community Forums
Although some of the individuals posting to this website, including the moderators, work for Wyzo, any opinions expressed are the personal opinions of the original authors, not of Wyzo. The content is provided for informational and entertainment purposes only and is not meant to be an endorsement or representation by Wyzo or any other party. Wyzo does not assume any responsibility or liability for any blogs, opinions or other commentary posted on this website or any website linked to this website and makes no express or implied warranty or guarantee about the accuracy, copyright compliance, legality, or any other aspect of the content.
This website is available to the public. No information you consider confidential should be posted to this website. Wyzo may modify, display, delete, transmit or distribute content posted on this website in its sole discretion and without your permission. The comments may be moderated or reviewed for appropriateness. However, Wyzo shall not be responsible for controlling or editing any content, nor can Wyzo ensure prompt removal of inappropriate or unlawful content. You also grant to Wyzo a worldwide, perpetual, irrevocable, royalty-free and fully-paid, transferable (including rights to sublicense) right to fully exercise and exploit all intellectual property, publicity, and moral rights with respect to any content you provide.
By posting you agree to be solely responsible for the content of all information you contribute, link to, or otherwise upload to this website and release Wyzo from any liability related to your use of the website. You warrant, represent and agree that you will not contribute any content or otherwise use the website in a manner that (i) infringes the intellectual property rights or proprietary rights, or rights of publicity or privacy, of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) you should know is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable. Wyzo reserves the right to remove any content from the website at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if Wyzo is concerned that you may have breached the immediately preceding sentence), or for no reason at all.
17. General Disclaimer
THIS WEBSITE IS PROVIDED BY WYZO ON AN "AS IS" BASIS. WYZO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS WEBSITE. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WYZO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Although Wyzo has attempted to provide accurate information on this website, Wyzo assumes no responsibility for the accuracy or completeness of the information. Wyzo may change the programs or products mentioned on this website at any time without notice, but Wyzo makes no commitment to update the programs or products mentioned on this website in any respect. Mention of non-Wyzo products or services is for information purposes only and constitutes neither an endorsement nor a recommendation.
18. Liability Limitation
WYZO WILL NOT BE LIABLE UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA OR COSTS OF REPLACEMENT GOODS, ARISING OUT OF THE USE OR INABILITY TO USE THIS WEBSITE OR ANY WYZO PRODUCT OR RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION PRESENTED, EVEN IF WYZO MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
19. Links to Third Party Websites
This website may contain links to third party websites. Access to any other Internet website linked to this website is at your own risk and Wyzo is not responsible for the accuracy, availability or reliability of any information, goods, data, opinions, advice or statements made available on these websites. As such, Wyzo is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third party website. Wyzo provides these links merely as a convenience and the inclusion of such links does not imply an endorsement or recommendation.
20.1 This Licence constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Licence. You acknowledge and agree that in entering into this Licence, You are not relying on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether a party to this Licence or not) other than as expressly set out in this Licence. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.
20.2 No variation of this Licence shall be valid unless it is in writing and issued by or on behalf of an authorised officer of Wyzo.
20.3 If any provision in this Licence shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable:
20.3.1 such invalidity or unenforceability shall not affect the other provisions of this Licence which shall remain in full force and effect;
20.3.2 but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable; and
20.3.3 and where the provisions of clause 20.3.2 do not apply, the parties will attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.
20.4 The failure to exercise or delay in exercising a right or remedy provided by this Licence or by any applicable law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. A waiver of a breach of any of the terms of this Licence or of a default under this Licence does not constitute a waiver of any other breach or default and shall not affect the other terms of this Licence. A waiver of a breach of any of the terms of this Licence or of a default under this Licence will not prevent a party from subsequently requiring compliance with the waived obligation.
20.5 The rights and remedies provided by this Licence are cumulative and (subject as otherwise provided in this Licence) are not exclusive of any rights or remedies provided by any applicable law.
20.6 The parties hereby agree that this Licence shall be construed in accordance with the laws of England and any dispute arising under it shall be submitted to the [non-]exclusive jurisdiction of the English Courts.
If you have any questions relating to this Licence, the Website or any other related matter, please contact Wyzo in writing at admin@Wyzo.com
Issue Date: 26th January 2009