SPDX-FileCopyrightText: © 2021 Tech and Software Ltd. Software Licence PLEASE READ CAREFULLY BEFORE PROCEEDING TO INSTALL OR USE THIS SOFTWARE This end-user licence agreement (“Licence”) is a legal agreement between you and Tech and Software Limited, a company formed in accordance with the laws of England with registered office situated at 2nd Floor, The Port House, Port Solent Marina, Portsmouth, Hampshire, United Kingdom, PO6 4TH, with registered company number 10393375 (“Tech and Software”) to use and/or modify a software package which renders teletext in vector graphics and provides an API. This Licence governs your use of the software. We licence our software to you on the basis of this Licence. We do not sell the software. We remain the owners of the Licensed Materials at all times. IMPORTANT NOTICE: * By using the software licensed by this agreement, you agree to the terms of this Licence, which will legally bind you. The terms of this Licence include restrictions in your use of the Software and limitations of liability as set out at clause 8 below. * If you do not agree to the terms of this licence, you must not use the Licensed Materials, regardless of the way you may have received it. * You are able to licence this software under the terms of the Affero General Public Licence (“AGPL”). A copy of the AGPL is available at https://www.gnu.org/licenses/agpl-3.0.en.html. See README.md in the application source code for more information. You are not entitled to licence a modified version of this software on the terms of the AGPL unless the copy of the software you receive was itself licensed under the terms of the AGPL. 1. Definitions In this Licence, the following terms shall have the following meanings: Application a software application which incorporates the Licensed Materials or any part of them Customer a person that engages you to develop, deliver an Application, supply services which incorporates the Licensed Materials or any part of them and/or Modify the Licensed Materials, and in each case whether for money or money’s worth or not Distribute includes without limitation (1) making available the Licensed Software as a standalone package, whether Modified or not, in combination with other software, integrated and/or embedded in other software not produced by Tech and Software; and/or (2) making available the functionality of the Licensed Materials (in whole or in part) in any form to a third party as a service or otherwise howsoever. Intellectual Property Rights all patents, rights in inventions, rights in designs, trade marks, trade and business names and all associated goodwill, rights to sue for passing off, copyright, moral rights and related rights, rights in databases, domain names, design rights, rights in information (including know how and trade secrets) and all other similar or equivalent rights subsisting now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term. Licence Fee the fee payable to acquire a licence to Use the Licensed Materials for the Term, payable via techandsoftwareltd@outlook.com Licensed Materials the Software as may be released and updated from time to time Minimum Equipment the hardware and software prerequisites to use the Licensed Materials as described in the documentation in the package source code, and may be updated from time to time Modify modify, change, amend, incorporate, integrate, combine or cause to interoperate with any other software. “Modified” shall be construed accordingly. Personnel employees and third party contractors which perform services for the party specified Repository https://bitbucket.org/rahardy/teletext Software the software licensed by this agreement, named [insert name of the software product licensed], whereby the current version is published at the Repository Term the duration of our permission to you to Use the Licensed Materials[, which shall be 12 months from the date of the order unless otherwise specified in the order form used to purchase a licence] Trade Marks trade marks and trade names incorporated into the Licensed Materials whether or not used as a trade mark, including but not limited to “Tech and Software” Use to store, copy, install, configure, load and/or execute 2. Commencement 2.1. This Agreement comes into effect on the date that you receive, download or use the Licensed Materials, whichever is the earlier. 2.2. Tech and Software hereby licenses you to use the Licensed Materials upon the terms and conditions set out below and not further or otherwise. 3. Grant of Licences 3.1. Tech and Software hereby grants you a non-exclusive, revocable and non-transferable, personal licence to Use and/or Modify the Licensed Materials in accordance with the express terms of this Licence and not further or otherwise. 3.2 You may Use and Modify the Licensed Materials for the Term upon payment of the Licence Fee provided that you: 3.2.a retain a copy of this Licence in the root directory of the directory containing the Licensed Materials, and if a copy does not exist in that location in the Licenced Materials received, cause a copy to be placed and maintained in that location; 3.2.b. Use the Licensed Materials in accordance with laws and regulations in force in the geographic location(s) which the Licensed Materials are Used and/or accessed; and 3.2.c. otherwise comply with the terms of this Licence. 3.3. Licence to You: Upon payment of the Licence Fee, you may: 3.3.a. Use and Modify the Licensed Materials for your own internal business purposes; and 3.3.b. authorise your Personnel to Use and Modify Licensed Materials solely for the purpose of providing services to you, subject in any event to your continued compliance with all of terms of this Licence. 3.4. Sublicensing: You may Distribute Licensed Materials and/or Licensed Materials Modified by your Personnel (whether as part of an Application or not) to a Customer, provided that: 3.4.a. you do not purport to transfer the Intellectual Property Rights vesting the Licensed Materials; 3.4.b. you comply with the terms of clause 2.2 at all times; 3.4.c. the Licence Fee: 3.4.c.i. is paid by the Customer to Tech and Software to Use and Modify the Licensed Materials or such part of them supplied to the Customer; or 3.4.c.ii. you pay the Licence Fee on behalf of your Customer, and you remain liable to Tech and Software for payment of the then prevailing Licence Fee(s) payable for Use of the Licensed Materials for the period of time which that third party has Used the Licensed Materials or any part thereof. 3.5. You shall not: 3.5.a. Use or Modify the Licence Materials or any part of them without paying the Licence Fee; 3.5.b. alter, remove, obfuscate or suppress any Trade Mark which appears as part of the functioning of the Licensed Materials; 3.5.c. attempt to sublicence the Licensed Materials in the absence of paying the Licence Fee; 3.5.d. modify, adapt, translate, develop or make derivative works of the Licensed Materials, and/or combine, link to, incorporate and/or monitor the Licensed Materials in any way before paying the applicable Licence Fees; 3.5.e. extract or use any part of the Licensed Materials as part of another software application or device without a paying the applicable Licence Fees in advance; 3.5.f. use the Licensed Materials or any part of it to create, support similar functionality or facilitate similar services to that provided by the Licensed Materials; and/or 3.5.g. accept payment or raise any charge for supplying, using or making available the Licensed Materials other than for the Licence Fee. 3.6. If you Use the Licensed Materials or any part of it contrary to the terms of this Licence, this Licence and any sublicence granted under it shall automatically terminate and you will not be entitled to Use the Licensed Materials or any part of them. 4. Warranties 4.1. You shall: 4.1.a. ensure that the Licensed Materials are used with equipment and on systems for which it is designed, in a proper manner by competent and expert Personnel only or by persons under their supervision; 4.1.b. not use any advertising materials and promotional literature containing the Trade Marks or other references to the Licensed Materials, without the prior written consent of Tech and Software; 4.1.c. shall not make any written statement as to the quality or capabilities of Tech and Software and/or the Licensed Materials without the prior written approval of Tech and Software; 4.1.d. use the Licensed Materials using hardware and software which satisfy the requirements of the Minimum Equipment; 4.1.e. at your own expense comply with all laws and regulations relating to your activities, as they may change from time to time, and with any conditions binding on you in any applicable licences, registrations, permits and/or approvals; and 4.1.f. observe all recommendations given to you by Tech and Software in relation to the Use of the Licensed Materials; 4.2. You shall not engage in or cooperate with any deceptive, misleading or unethical practices that are, or might be, detrimental to Tech and Software, the Licensed Materials or the public and you shall not publish, employ, contribute to, entice or co-operate in the publication or employment of any false, misleading or deceptive advertising material or other representations or statements with regard to Tech and Software and/or the Licensed Materials. 4.3. The Licensed Materials have not been developed for your particular needs. No warranty is given by Tech and Software that the Licensed Materials will be suitable for any particular purpose. 5. Intellectual Property Rights 5.1. The Intellectual Property Rights vesting in the Licensed Materials are and shall remain the property of Tech and Software. 5.2. The Intellectual Property Rights vesting in modifications to the Licensed Materials made by you while you are properly licensed to Use the Licensed Materials under this License are and shall remain your property and shall otherwise be owned by Tech and Software. 5.3. You shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with any Intellectual Property Rights of Tech and Software and you shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character. 5.4. You shall not remove or obscure in any way copyright and trade mark notices incorporated into the Licensed Materials by Tech and Software. 6. Termination Tech and Software may terminate this Licence at any time without notice by any means and without cause or reason, whereupon you shall permanently cease to use the Licensed Materials and irretrievably delete all copies in your possession or control and those to whom you have made available copies. 7. Consequences of Termination 7.1. Upon the expiry or termination of this Licence for whatever reason: 7.1.a. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages and/or interim injunctive relief in respect of any breach of the agreement which existed at or before the date of termination or expiry shall not be affected or prejudiced; 7.1.b. the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced; and 7.1.c. all rights and licences granted to you and/or your Personnel under this agreement shall terminate immediately. 7.2. The rights and remedies provided to you under this Licence are your sole remedies under this Licence and inclusive of any rights or remedies provided by law. 8. Limitations of Liability 8.1. The following provisions set out the entire financial liability of Tech and Software including without limitation any liability for the acts or omissions of its employees, agents, directors and sub-contractors in respect of: 8.1.a. any breach of this Licence howsoever arising; 8.1.b. any use made by your or your Personnel of the Licensed Materials or any part of them; and/or 8.1.c. any representation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with this Licence. 8.2. Nothing in this clause 8 shall limit either party's liability for death or personal injury resulting from negligence or for fraud, fraudulent misstatement or fraudulent misrepresentation. 8.3. Except as expressly provided in this Licence (a) the Licensed Materials are provided on an “as is” basis, (b) you assume responsibility for the use and results of use of the Licensed Materials and for the conclusions drawn from such use, and (c) all warranties, conditions and other terms including those implied by statute or common law are to the fullest extent permitted by law are excluded. 8.4. Tech and Software shall not be liable (in contract, tort (including negligence) or for breach of statutory duty or in any other way) for loss of profits, loss of business, depletion of goodwill or similar losses, loss of anticipated savings, loss of goods, loss of use, loss or corruption of data or information; any loss of goodwill or reputation; or any special, indirect, consequential loss, or pure economic loss, costs, damages, charges or expenses suffered or incurred by the other party arising out of or in connection with the use of the Licensed Materials, or any other matter arising under or connected with this Licence. 8.5. Other than in relation to any liability under clause 8.2, the Licensor’s total aggregate liability in contract, tort (including negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall in all circumstances be limited to £100.00. 8.6. Tech and Software shall not be responsible for the maintenance, accuracy or good running of any version of the Licensed Materials. 8.7. You shall indemnify Tech and Software against all liabilities, claims, costs and expenses which Tech and Software may be suffered arising from or connected to misuse, unlawful use of the Licensed Materials, breach of the terms of this agreement and/or your use of third party Intellectual Property Rights. 8.8. The express terms of this Licence are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise all of which are hereby excluded to the fullest extent permitted by law. 8.9. The provisions of this clause 8 shall continue to apply notwithstanding the termination or expiry of this Licence for any reason or cause. 9. Export Control Neither party shall export, directly or indirectly, any technical data or information acquired from the other party under this Licence (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations, including the Export Control Act and export laws and regulations of any country, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval. 10. Entire agreement This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to its subject matter. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. No variation of this agreement shall be effective unless it is in writing and signed by the parties. 11. Waiver Unless a party expressly waives its rights in writing, no delay, neglect or forbearance by either party in enforcing against the other party any term or condition of this Licence shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Licence. No right, power or remedy in this Licence conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party. 12. Agency Nothing in this Licence is intended to or shall be deemed to establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party, save as expressly set out herein. 13. Notices All notices which are required to be given hereunder shall be in writing and may be sent to any known email address of the party. If an email address is not known for the party, notice may be delivered to the last known email address of the party and/or posted such other online presence as the recipient may have. Any such notice may also be delivered personally or by first class pre-paid letter and shall be deemed to have been served if by hand when delivered if by first class post 48 hours after posting and if by email or post when dispatched or posted. 14. Updates Tech and Software may update the terms of this time from time to time. Should you not approve of the terms of the then amended Licence, you must cease to use the Licensed Materials. 15. Interpretation 15.1. In this Licence: 15.1.a. reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended extended or re-enacted; 15.1.b. words importing the singular include the plural, words importing any gender include every gender and words importing persons include bodies corporate and unincorporate; and (in each case) vice versa; 15.1.c. the headings to the Clauses are for ease of reference only and shall not affect the interpretation or construction of this Licence; 15.1.d. a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); 15.1.e. a reference to a you shall include any company, corporation or other body corporate, wherever and however incorporated or established; and 15.1.f. a reference to writing or written includes email. 16. Third parties No one other than a party to this Licence shall have any right to enforce this agreement. 17. Choice of Law and Jurisdiction This Licence is governed by English law and you irrevocably submit to the exclusive jurisdiction of English Courts to decide any dispute or claim arising out of or in connection with this agreement or its subject matter or formation, including non-contractual claims. Tech and Software may issue proceedings in the Courts of any place where infringement of its rights takes place or the terms of this contract are breached by you or your Personnel. END