Oyez Legal Software Licence Agreement - Oyez Forms

NOTE: THIS OYEZ LEGAL SOFTWARE PRODUCT IS PROVIDED AND MAY ONLY BE RETAINED AND USED IF THE CUSTOMER AGREES TO AND ACCEPTS ALL THE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT ALL OF THESE TERMS AND CONDITIONS, PLEASE RETURN THE MANUAL AND THE UNOPENED DISK PACKAGE TO OYEZ AND/OR DO NOT CLICK electronically THE [I AGREE] [PURCHASE] BUTTON IN RELATION TO THE LICENSED PROGRAM (AS DEFINED BELOW). OPENING THE FORMS DISK PACKAGE AND/OR CLICKING THE [I AGREE] [PURCHASE] BUTTON WILL BE DEEMED TO CONSTITUTE ACCEPTANCE OF ALL OF THE TERMS OF THIS LICENCE AGREEMENT.

1.1 LICENCE AGREEMENT

1.1.1 Upon the opening by the Customer of the Forms Disk Package and/or clicking electronically the [I agree] [purchase] button in relation to the Licensed Program, Oyez Professional Services Limited (Oyez - which expression shall include its subsidiaries, agents, successors and assigns) thereupon grants and the Customer accepts, a personal, non-exclusive, non-transferable licence to Use (as defined below) in the United Kingdom the computer program and the Forms contained therein (the Licensed Program) and associated documentation, operating instructions, manual and other associated documentation (the Documentation) in whatever form delivered with or pursuant to this Licence Agreement under the following terms and conditions.

1.1.2 This Licence Agreement entitles the Customer to:

(a) load, install and Use in accordance with the provisions of Clause 1.3 of this Licence Agreement solely for the Customer's own professional business purposes the Licensed Program on a single personal computer (PC), or on a single computer system (the System) as specified in the order form (and if the Licensee's System is multi-user by the number of Users (as defined below) specified by the Customer in the order form or as is determined by Oyez by way of its PC and System user identification system. User is defined as a non server installed instance of the software, or, in a “thin-client” environment (terminal services, Citrix etc), a session that stimulates a client-side installation of the software; and

(b) (where the Customer has contracted to receive the maintenance and update service) receive such new updates (if any) of the Licensed Program as Oyez may provide under the maintenance and update service.

1.2 ACCEPTANCE OF THIS LICENCE AGREEMENT

The terms and conditions of this Licence Agreement are deemed to be accepted by the parties as follows:

1.2.1 by Oyez upon (i) dispatch/delivery of this Forms Disk Package and/or (ii) despatch electronically of the offer to purchase the Licensed Program to the Customer direct or to Oyez's agent as the case may be; and

1.2.2 by the Customer by (i) breaking the seal of this Forms Disk Package containing the Licensed Program and/or (ii) clicking electronically the [l agree] [purchase] button for the Use of the Licensed Program on the PC or the System whereupon this Licence Agreement shall immediately become effective.

1.3 USE OF THE LICENSED PROGRAM

For the purposes of this Licence Agreement Use shall mean and include:

1.3.1 utilization of the Licensed Program by copying, transmitting or loading the same into the temporary memory (RAM) or installing into the permanent memory (e.g. hard disk, CD ROM or other storage device) of the PC or System for the processing of the PC or System instructions or statements contained in such Licensed Program;

1.3.2 copying the Licensed Program which is in machine-readable form for Use by the Customer on the PC or System for the purposes only of understanding the contents of such machine-readable material and for back-up provided that no more than two (2) copies will be in existence under any Licence Agreement at any one time without prior written consent from Oyez or as otherwise permitted by the applicable law;

1.3.3 merging the whole or any part of the Licensed Program in machine-readable form into another software program;

1.3.4 storing the whole or any part of the Licensed Program on the PC or System or other storage unit or disk;

1.3.5 utilizing (but not copying) the Documentation relating to the Licensed Program;

1.3.6 using the licensed program to reproduce forms solely for the customer's own professional business purposes.

1.4 TERM AND TERMINATION

1.4.1 This Licence Agreement will commence on the date of acceptance in accordance with clause 1.2 and continue for an initial period of 12 months (Initial Term).

1.4.2 The Licence whether billed quarterly or annually shall automatically renew at the end of the Initial Term for periods of 12 months (Renewal Term(s)), unless terminated by either party in writing 3 months prior to the end of either the Initial Term or subsequent Renewal Term(s).

1.4.3 Oyez may terminate this Licence Agreement forthwith if the Customer fails to observe any of the terms and conditions of this Licence Agreement upon giving the Customer written notice to that effect.

1.4.4 Oyez may terminate this Licence Agreement forthwith on written notice if the Customer, being a body corporate shall have a receiver, administrator or administrative receiver appointed over all or any of its assets or if a petition is presented for its winding up or enters into or proposes any composition or arrangement with its creditors, being a firm or partnership or sole trader shall be dissolved (other than for the purposes of retirement or accession of individual partners) or commit any act of bankruptcy or have a receiving order made against him or suffer any similar process of insolvency.

1.4.5 Oyez will increase the price of the Forms Disk Package if the number of users or Fee Earners exceeds the number of users or Fee Earners in the licence agreement. Fee Earners shall mean anyone involved in generating a fee: number of partners, solicitors, legal executives, assistance solicitors, trainees and associates.1.4.6 In the event of the termination of the Licence Agreement:

(a) the Customer will destroy the Licensed Program and all updates, upgrades or copies in whole or in part, in any form including partial copies or modifications of the Licensed Program received from Oyez or made in connection with this Licence Agreement and all Documentation;

(b) all rights granted to the Customer under this Licence Agreement shall cease;

(d) the Customer shall immediately pay to Oyez any sums due to Oyez under this Licence Agreement.

1.4.7. Termination by either party in accordance with this Clause 1.4 shall be without prejudice to any other rights or remedies of that party accrued prior to termination.

1.5 THE CUSTOMER'S UNDERTAKINGS

1.5.1 The Customer undertakes not to perform any of the acts referred to in this Clause 1.5.1 except to the extent and only to the extent permitted by this Licence Agreement. The Customer undertakes:

(a) not to copy the Licensed Program (other than for normal System operation and as specified in Clause 1.3 above) nor otherwise reproduce the same Provided that the Customer may copy the Licensed Program for back-up purposes or incidentally, in the course of converting the Licensed Program in accordance with 1.5.1(c) below;

(b) not to translate, adapt, vary or modify the Licensed Program;

(c) not to disassemble, decompile or reverse engineer the Licensed Program Provided however that in the case of decompilation, the Customer may incidentally decompile the Licensed Program but only if it is essential so to do in order to achieve interoperability of the Licensed Program with another software program of or used by the Customer (Permitted Purpose) and provided the information obtained by the Customer during such decompilation is only used for the Permitted Purpose and is not disclosed or communicated to any third party to whom it is not necessary to disclose or communicate such information without Oyez's prior written consent and is not used to create any software which is substantially similar to the expression of the Licensed Program nor used in any manner which would be restricted by the laws relating to intellectual property rights; and

(d) not to use Oyez Forms in a production environment, ie where the software is automated by an external program to produce forms, and the external program is processing data originating from an interface people interact with (e.g. a website, or a piece of distributed software). Such use may only be permitted with the written consent of Oyez.

1.5.2 The Customer undertakes:

(a) to maintain accurate and up-to-date records of the number and location of all copies of the Licensed Program;

(b) to supervise and control Use of the Licensed Program in accordance with the terms of this Licence Agreement;

(c) to ensure that its employees, agents and other parties who will use the Licensed Program are notified of this Licence Agreement and the terms hereof prior to such employee, agent or party using the same;

(d) to reproduce and include the copyright notice of Oyez or such other party as may be specified in or on the Licensed Program (the Owner) on all and any copies, whether in whole or in part, in any form, including partial copies or modifications of the Licensed Program made herein;

(e) not to provide or otherwise make available the Licensed Program in whole or in part (including, where applicable, but not limited to program listings, object code and source program listings, object code and source code), in any form to any person other than the Customer's employees or as specified in Clause 1.5.2(c) above without prior written consent from Oyez;

(f) to ensure that the number of users of the Licensed Program does not exceed the number specified in the order form; and

(g) within 14 days after the date of termination or discontinuance of this Licence Agreement for whatever reason, to destroy the Licensed Program and all updates, upgrades or copies, in whole and in part, in any form including partial copies or modifications of the Licensed Program received from Oyez or made in connection with this Licence Agreement and all documentation relating thereto.

1.6 PAYMENT

1.6.1 The Customer will pay to Oyez the Licence Fee and all other charges which fall due under this Licence Agreement. Charges may be varied from time to time on one month’s written notice by Oyez or as otherwise invoice by Oyez from time to time. The Licence Fee will be determined according to the number of users of the Customer that Use the Licensed Program or according to the number of Fee Earners in the firm as specified in the order form or that actually Use the Licensed Program whether or not determined by the Oyez user identification system.

1.6.2 Oyez reserve the right to audit the number of users via technology built into the software product. Any such checking shall be in accordance with Data Protection legislation. For the avoidance of doubt any reduction in users during the Initial Term or Renewal Term(s) will not result in any reduction in the Licence Fee until the subsequent Renewal Term.

1.6.3 Where applicable VAT and any other taxes, duties or levies will be paid additionally by the Customer at the rate prevailing at the date of invoice.

1.6.4 All sums due under this Licence Agreement will be paid by the Customer within 30 days of receipt of invoice.

1.6.5 If the Customer fails to pay any amount payable by it under this Licence Agreement, Oyez shall be entitled (but not obliged) to charge the Customer interest on the overdue amount, payable by the Customer forthwith on demand, from the due date up to the date of actual payment, after as well as before judgement, at the rate of 4% per annum above the base rate for the time being of National Westminster Bank PLC. Such interest shall accrue on a daily basis and be compounded quarterly. Oyez reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

1.7 WARRANTY

1.7.1 Oyez warrants the disks or other media containing the Licensed Program to be free from defects in materials and workmanship under normal Use by the Customer.

1.7.2 Subject to Clause 1.7.1, the Licensed Program is provided without warranty of any kind, either expressed or implied or statutory, including, without limitation, implied warranties or merchantability and fitness for any particular purpose.

1.8 ASSIGNMENT

The Customer shall not assign or otherwise transfer all or any part of the Licensed Program or any rights under this Licence Agreement without the prior written consent of Oyez.

1.9 LIMITATION OF LIABILITIES

1.9.1 Oyez shall not be liable to the Customer for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Licence Agreement, the Licensed Program, its use or otherwise, except to the extent that such liability may not be lawfully excluded under English law.

1.9.2 Notwithstanding the generality of Clause 1.9.1 above, Oyez expressly excludes liability for indirect, special, incidental, economic or consequential loss or damage which may arise in respect of the Licensed Program, its use, the System or in respect of other equipment or property, or for loss of profit, business, revenue, goodwill or anticipated savings.

1.9.3 In the event that any exclusion contained in this Licence Agreement shall be held to be invalid for any reason and Oyez becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the Licence Fee paid by the Customer for the Licensed Program.

1.9.4 Oyez does not exclude liability for

(i) death or personal injury to the extent only that the same arises as a result of the negligence of Oyez, its employees, agents or authorised representatives

(ii) damage or liability incurred by the Customer as a result of fraud by or the fraudulent misrepresentation of Oyez its employees, agents or authorised representatives.

1.9.5 The Customer acknowledges that no representations were made prior to entering into this licence. The Customer agrees that, in entering into this Licence Agreement, it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Licence Agreement (if any). The Customer shall have no remedy in respect of any representation (whether written or oral) made to it on which it relied in entering into this Licence Agreement and the Supplier shall have no liability otherwise than pursuant to the express terms of this Licence Agreement.

1.9.6 The Customer shall be liable for any breach of clause 1.3.6 relating to the mis-use of the New Transaction Forms which shall constitute a breach of this licence agreement; and the Customer shall be fully responsible for any costs or damages which may occur as a result.

1.10 COPYRIGHT, PATENTS, TRADE-MARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS

The Customer acknowledges that any and all of the copyright, trade-marks, trade names, patents and other intellectual property rights subsisting in or used in connection with the Licensed Program including the Documentation are and remain the sole property of Oyez and/or the Owner. The Customer shall not during or at any time after the expiry or termination of this Licence Agreement in any way question or dispute the ownership by Oyez and/or the Owner thereof.

1.11 CONFIDENTIAL INFORMATION

1.11.1 All information, data, drawings, specifications, logic, descriptions, models, documentation, software listings or source or object code which Oyez may have imparted and may from time to time impart to the Customer relating to the Licensed Program (other than the ideas and principles which underlie the Licensed Program) is proprietary and confidential. The Customer hereby agrees that it shall use the same solely in accordance with the provisions of this Licence Agreement and that it shall not at any time, during or after expiry or termination of this Licence Agreement, disclose the same, whether directly or indirectly, to any third party without Oyez's prior written consent.

1.11.2 Subject only to the specific, limited provisions of Clause 1.5.1 above, the Customer further agrees that it shall not itself or through any subsidiary, agent or third party use such confidential information to copy, reproduce, translate, adapt, vary, modify, decompile, disassemble or reverse engineer the Licensed Program nor shall the Customer sell, lease, license, sub-license or otherwise deal with the Licensed Program or any part or parts or variations, modifications, copies, releases, versions or enhancements thereof or have any software or other program written or developed for itself based on any confidential information supplied to it by Oyez.

1.11.3 The foregoing provisions shall not prevent the disclosure or use by the Customer of any information which is or hereafter, through no fault of the Customer, becomes public knowledge or to the extent permitted by law.

1.12 FORCE MAJEURE

Oyez shall be under no liability to the Customer in respect of anything which, apart from this provision, may constitute breach of this Licence Agreement arising by reason of force majeure.

1.13 GENERAL

1.13.1 This Licence Agreement sets forth the entire agreement of the parties relating to the Licensed Program.

1.13.2 Failure or neglect by either party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of that party's rights hereunder nor in any way affect the validity of the whole or any part of this Licence Agreement nor prejudice that party's rights to take subsequent action.

1.13.3 No term of this Licence is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this licence.

1.13.4 This Licence Agreement shall be governed by and construed in accordance with the Laws of England.

1.13.5 If any provision of this Licence Agreement is ruled invalid under any law it shall be deemed modified or omitted to the extent necessary and the remainder of this Licence Agreement shall continue in full force and effect.

1.13.6 Any notice required to be given pursuant to this Licence Agreement shall be in writing, and shall be sent to the other party marked for the attention of the person at the registered address set out for such party in this Licence Agreement. Notices may be sent by first-class mail or fax. Correctly addressed notices sent by first-class mail shall be deemed to have been delivered 48 hours after posting and correctly directed faxes shall be deemed to have been received upon receipt by the sender of a printed confirmation of successful transmission.

1.13.7 Microsoft Word based form templates distributed within OyezForms are only supported when running under Microsoft Word versions 2003+ on the Microsoft Windows operating system.