END-USER LICENCE AGREEMENT (EULA)
PLEASE READ THESE END USER TERMS CAREFULLY
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and HDANYWHERE (Licensor, us or we) for your use of:
- Any computer software, the data supplied with such software, and any associated media: (a) embedded on any HDANYWHERE product (Product) you own (Product Software); (b) downloaded by you to your mobile device (App), and any updates or supplements to them (collectively, the Software); and
- Any printed materials and online or electronic documentation provided by us to you (Documentation).
- The web site located at hdanywhere.com and hdanywhere.com sub-domains (each, a “Site”) and any services you access through a Site or via our Software and any use of a User Account (Services).
Your purchase and use of any Product is governed by the limited warranty provided with that Product and any terms and conditions of sale.
BY USING THE SOFTWARE, DOCUMENTATION AND SERVICES YOU AGREE TO THESE USER TERMS. IF YOU DO NOT AGREE TO THESE TERMS YOU MAY NOT USE THE SOFTWARE, DOCUMENTATION OR SERVICES. YOU MAY ONLY USE OUR SOFTWARE AND SERVICES IF YOU ARE OVER THE AGE OF 18.
MINIMUM OPERATING REQUIREMENTS
Our Software and Services require certain minimum memory and operating system requirements to function. In order to make full use of our Software, Services and Documentation, you should always ensure that your computer / handheld device meets the recommended requirements published by us on hdanywhere.com or in any Documentation.
GRANT AND SCOPE OF LICENCE, MINOR CHANGES, UPDATES AND UPGRADES
- In consideration of you agreeing to abide by the terms of this Licence, we hereby grant to you a non-exclusive, non-transferable licence to use the Software and the Documentation and access the Services on the terms of this Licence. If you sell or otherwise transfer any device on which our App is installed you must remove the App from it. If you transfer a Product to a new owner, that owner will need to register for a separate Account with us.
- You may: (a) download install and use a copy of the App to use the App and access and use the Services, and; (b) use a copy of the Product Software on any Product you own; and (c) use any Documentation in support of (a) and (b), all for your personal purposes only.
YOUR ACCOUNT WITH US TO USE THE SERVICES
- To use the Services, you must register for a user account (“Account”) and provide certain information about yourself. You represent and warrant that: (a) all required registration information that you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Services does not violate any applicable law or regulation. You are entirely responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account. You agree to immediately notify us of any unauthorised use or suspected unauthorised use of your Account, or any other breach of security.
- The individual who creates an Account is the “Owner” of that Account and is the Owner of the Products associated with that Account. Individuals who are authorised to access an Owner’s Products and Services are “Authorised Users”, Authorised Users will include any HDA Pro (HDANYWHERE) or other installer who has permission to access an Account. Authorised Users may have the ability to use the Services and monitor and control the Products. Authorised Users are responsible for their own actions in connection with the Products and Services, but the Owner also hereby agrees to be fully responsible for all actions taken by Authorised Users relating to the Owner’s Products, Services and Account. If you are an Owner, you should only authorise those individuals whom you trust to access your Account, Products and Services. HDANYWHERE have no liability whatsoever for any use of an Account, Services, Software or Products by any Authorised User.
You agree that you will not, except as expressly set out in this Licence or as permitted by any local law:
- (a)copy the Software or Documentation, except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security;
- (b)not to rent, lease, sub-license, loan, provide, translate, merge, adapt, vary, alter or modify, the whole or any part of the Software or Documentation nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs (except as necessary to use the App and the Services on devices as permitted in these terms) or otherwise make available the Software or Services in any form, in whole or part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written permission from us;
- (c)not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software or Services 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 Software to obtain the information necessary to create an independent program that can be operated with the Software 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 the Licensor'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 software or services that are substantially similar in its expression to the Software or Services;
UPDATES TO OUR SOFTWARE AND CHANGES TO THE SERVICES
- From time to time we may automatically update our Software and change the Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively we may ask you to update the App or Software for these reasons. These may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If you do not want such updates, your remedy is to stop using the Product, Services or Software. If you do not cease using the Product, Service or Software you will receive updates automatically. You acknowledge that you may be required to install updates to use the Product and the Product Software and you agree to promptly install any updates we provide. Your continued use of the Product is your agreement to this EULA.
- We reserve the right, at any time, to modify, suspend or discontinue the Services or any part thereof with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services or any part thereof.
LIABILITY FOR THIRD PARTY PRODUCTS AND SERVICES
- You acknowledge and agree that: (i) the use and availability of the Services may be dependent on third-party product vendors and service providers, (ii) these third-party products and services may not operate in a reliable manner 100% of the time and they may impact on the way that our Services and Products operate, and (iii) we are not responsible for damages and losses due to the operation of these third-party products and services.
- We hereby disclaim, and you hereby discharge, waive and release us and our licensors and suppliers from any past, present and future claims, liabilities and damages, known or unknown, arising out of or relating to your interactions with such third parties and their products and services.
INTELLECTUAL PROPERTY RIGHTS
- You acknowledge that all intellectual property rights in the Software, Services and the Documentation throughout the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Software, Services or the Documentation other than the right to use the Software, Services and the Documentation in accordance with the terms of this Licence.
- You acknowledge that you have no right to have access to the Software in source code form other than as expressly provided in this Licence.
- Certain items of software included with the Software are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this Licence. Instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software.
Disclaimer of Warranty on Software. THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR, ITS LICENSORS AND DISTRIBUTORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS OR GUARANTEES, EXPRESS OR IMPLIED , STAUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF QUALITY, CONDITION, PERFORMANCE, TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ABILITY TO ACHIEVE A PARTICULAR RESULT. The Licensor, its Licensors and distributors do not guarantee the Software, Services or related documentation in terms of their correctness, accuracy, reliability, or otherwise. You acknowledge that Software and/or Services has not been developed to your individual needs and that it is therefore your responsibility to ensure that the facilities and functions of Software or Services meet your requirements. You acknowledge that Software may not be free of bugs or errors and you agree that the existence of errors shall not constitute a breach of this license. You assume the entire risk as to the results and performance of the Software, Services and related documentation.
OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU AS A CONSUMER
- 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.
- 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.
- When we are liable for damage to your property. If defective content that we have supplied damages a device or digital content belonging to you, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
- We are not liable for business losses. The Software is for domestic and private use. If you use the Software 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.
- We may suspend or terminate this Licence to use our Software, Documentation and Services at any time by contacting you if we feel you have broken these terms in a serious way. If what you have done can be put right we will give you a reasonable opportunity to do so.
- 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 delete or remove the Software from all computer equipment in your possession, custody or control and certify to us that you have done so.
COMMUNICATIONS BETWEEN US
- If you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by email or by pre-paid post to our registered office address. We will confirm receipt of this by contacting you in writing, normally by email.
- If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address you provide or confirm to us.
OTHER IMPORTANT TERMS
- 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.
- You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
- 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.
- 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.
- 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.
- 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. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
- Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint to CEDIA via their website at [http://www.cedia.org/] or by mail, 7150 Winton Drive, Suite 300, Indianapolis, Indiana 46268, United States. CEDIA will not charge you for making a complaint and if you are not satisfied with the outcome you can still bring legal proceedings. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform.
- Changes to these terms. We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce. We will give you at least 30 days notice of any change by sending you an e-mail, SMS or other notification with details of the change or notifying you of a change when you next start using our Software or Services. If you do not accept the notified changes you will not be permitted to continue to use our Software, Documentation and Services.