End User Licence Agreement (EULA)

PLEASE READ THIS CAREFULLY BEFORE DOWNLOADING AND USING ANY SOFTWARE PROVIDED BY BLACKBIRD PLC.

WE (BLACKBIRD PLC) (THE LICENSOR) MAKE OUR SOFTWARE AVAILABLE FOR DOWNLOAD AND USE ON THE TERMS OF THIS END USER LICENCE AGREEMENT (EULA).  THE COPYRIGHT, DATABASE RIGHTS AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS IN THE PROGRAMS AND DATA WHICH CONSTITUTE THIS SOFTWARE PRODUCT (THE MATERIALS) ARE AND REMAIN THE PROPERTY OF THE LICENSOR.  YOU ARE LICENSED TO USE THEM ONLY IF YOU ACCEPT ALL THE TERMS AND CONDITIONS SET OUT BELOW.

BY DOWNLOADING OR INSTALLING BLACKBIRD SOFTWARE, YOU INDICATE ACCEPTANCE OF THIS EULA AND THE EXCLUSIONS AND LIMITATION OF LIABILITY SET OUT IN THIS EULA.  SUCH ACCEPTANCE IS EITHER ON YOUR OWN BEHALF OR ON BEHALF OF ANY CORPORATE ENTITY WHICH EMPLOYS YOU OR WHICH YOU REPRESENT (THE CORPORATE LICENSEE). IN THIS LICENCE AGREEMENT, ‘YOU’ INCLUDES BOTH YOU (THE READER) AND ANY CORPORATE LICENSEE.

Other Agreements

IF YOUR USE OF THESE PROGRAMS AND DATA IS PURSUANT TO AN EXECUTED LICENCE AGREEMENT OR OTHER AGREEMENT FOR THE SUPPLY AND USE OF THE MATERIALS WITH THE CORPORATE LICENSEE (CORPORATE AGREEMENT), THE CORPORATE AGREEMENT SHALL PREVAIL OVER THIS EULA TO THE EXTENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE CORPORATE AGREEMENT AND THIS EULA.

End User Licence Agreement (EULA)

Ownership of materials and copies

The Materials and related documentation are copyrighted works of authorship, and are also protected under applicable database laws. The Licensor retains ownership of the Materials and all subsequent copies of the Materials, regardless of the form in which the copies may exist. This licence is not a sale of the original Materials or any copies.

Licence

Provided that you have paid the licence fee (where applicable), the Licensor grants to you a limited, non-exclusive licence to:

• use and copy the Materials for use on any computer system owned, leased and/or controlled by you for your internal business purposes subject to any further restrictions set out in the Corporate Agreement (if any); and
• to the extent expressly permitted by law make copies of the Materials for back-up, archival or other security purposes.

Licence Restrictions

You may not use, copy, modify or transfer the Materials (including any related documentation) or any copy, in whole or in part, including any print-out of all or part of any database, except as expressly provided for in this EULA or the Corporate Agreement (if any). If you transfer possession of any copy of the Materials to another party except as provided above, your licence is automatically terminated. You may not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Materials, except as expressly permitted by law. You may not vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Materials.

No Transfer

The Materials are licensed only to you. Save to the extent expressly provided otherwise in the Corporate Agreement (if any), you may not rent, lease, sub-license, sell, assign, pledge, transfer or otherwise dispose of the Materials, on a temporary or permanent basis, without the prior written consent of the Licensor.

Undertakings

You undertake to:

• ensure that, prior to use of the Materials by your employees or agents, all such parties are notified of this licence and the terms of this EULA;
• reproduce and include our copyright notice (or such other party’s copyright notice as specified on the Materials) on all and any copies of the Materials, including any partial copies of the Materials; and
• hold all drawings, specifications, data (including object and source codes), software listings and all other information relating to the Materials confidential and not at any time, during this licence or after its expiry, disclose the same, whether directly or indirectly, to any third party without the Licensor’s consent.

No warranties

Except to the extent expressly provided otherwise in the Corporate Agreement (if any):

The Materials and related documentation are provided “as is”. All warranties, representations or guarantees of any kind, express or implied, including, but not limited to, any implied warranties of quality, merchantability, fitness for a particular purpose or ability to achieve a particular result are hereby excluded to the fullest extent permitted by law. You assume the entire risk as to the quality and performance of the Materials. Should the Materials prove defective, you (and not the Licensor nor any licensed reseller) assume the entire cost of all necessary servicing, repair or correction; and

The Licensor does not warrant that the Materials will meet your requirements or that its operation will be uninterrupted or error free. This EULA does not include maintenance and support which (if made available) is provided on separate terms by the Licensor.

Exclusion of liability

Except in respect of personal injury or death caused directly by the negligence of the Licensor, or as expressly provided otherwise in the Corporate Agreement (if any), in no event will the Licensor be liable to you for any damages, including any lost profits, lost savings, loss of data, loss of revenue or any indirect, special, incidental or consequential damages arising out of the use of or inability to use such Materials, even if the Licensor has been advised of the possibility of such damages. Nothing in this EULA limits liability for fraudulent misrepresentation.

Except as expressly provided otherwise in the Corporate Agreement (if any) and subject always to clause 7.1 above, to the extent to the Licensor has any liability under or in connection with this EULA its liability shall in any event be limited to the price paid by you (if any) for the Materials.

Term

Subject to the terms of the Corporate Agreement (if any):

• the licence is effective until terminated. We may terminate it at any time by notice to you;
• you may terminate it at any time by destroying the Materials together with all copies in any form;
• it will also terminate upon conditions set out elsewhere in this EULA or the Corporate Agreement (if any) or if you fail to comply with any term or condition of this EULA or if you voluntarily return the Materials to us; and
• you agree upon any termination of this EULA to destroy the Materials together with all copies in any form.

Export

You will comply with all applicable laws, rules, and regulations governing export of goods and information, including the laws of the countries in which the Materials were created. In particular, you will not export or re-export, directly or indirectly, separately or as a part of a system, the Materials or other information relating thereto to any country for which an export licence or other approval is required, without first obtaining such licence or other approval.

General

You agree that the Licensor shall have the right, after supplying undertakings as to confidentiality, to audit any computer system on which the Materials are installed in order to verify compliance with this EULA.

Each party irrevocably agrees that the courts of England & Wales shall have exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of or in relation to this EULA and the place of performance of this EULA shall be England and that the laws of England shall govern such controversy or claim and the interpretation and performance of this EULA.

Subject to the terms of any Corporate Agreement (if any), this EULA constitutes the complete and exclusive statement of the Agreement between the Licensor and you with respect to the subject matter of this EULA and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to that subject matter.

Any clause in this EULA that is found to be invalid or unenforceable shall be deemed deleted and the remainder of this EULA shall not be affected by that deletion.

Failure or neglect by either party to exercise any of its rights or remedies under this EULA will not be construed as a waiver of that party’s rights nor in any way affect the validity of the whole or part of this EULA nor prejudice that party’s right to take subsequent action.

Subject to the terms of any Corporate Agreement (if any), this EULA is personal to you and you may not assign, transfer, sub-contract or otherwise part with this EULA or any right or obligation under it without the Licensor’s prior written consent.

Should you have any questions concerning this EULA you may contact info@blackbird.video