End User License Agreement

IMPORTANT NOTICE: PLEASE READ THIS LICENCE AGREEMENT (“EULA”) CAREFULLY BEFORE DOWNLOADING, ACCESSING, INSTALLING OR USING THE SOFTWARE AND DOCUMENTATION (“SOFTWARE”). BY DOING ANY OF THE ABOVE, YOU ARE DEEMED TO AGREE TO AND ACCEPT THE TERMS OF THIS EULA.

This EULA is a contract between the downloader, installer and/or user of the Software (“You”) and University of Leeds IP Limited (trading as “ColourMimix”) ("Us", "We", or "Our") regarding Your use of the Software. In the absence of any other agreement with Us regarding this Software, then Your use of this Software is governed by this EULA. From time to time, We may in Our sole discretion alter, update or amend this EULA and we will give you reasonable notice of any such change. Your continued use of the Software following such notice will be deemed between You and Us to indicate your agreement to be bound by such updated EULA from that point.

By agreeing to this EULA, We hereby grant You a limited, personal, worldwide, non-assignable, non-sublicensable, non-exclusive licence to use the Software. You have the right to use one (1) copy of the Software. You may use the Software for both non-commercial and commercial purposes. You may only install the Software on one (1) single device or machine. Where authorisation codes are required to re-install the Software on another device should your original device fail, you may need to contact Us and request approval to re-install the Software on a new device or machine and by doing so You are deemed to certify to Us that you have uninstalled the Software from the faulty computing device or machine. If you have taken (and paid for) multiple licences to the Software, you may use the Software on as many devices and/or machines as you have licences for.


1. LICENSE TO USE THE SOFTWARE

1.1. We retain ownership of the Software and grant you a limited licence to use the Software. You may only purchase and/or download the Software from Our website (www.colourmimix.co.uk). You are not permitted to allow the Software to be accessed, operated, or viewed from, or installed or uploaded to, other computers through a network connection. If you wish to operate the Software in a virtualisation environment or across a network, please contact Us for a separate licence to do this. Where the Software requires mandatory activation or email validation, You agree that You will complete the process providing Us with accurate information. Your may not use the Software until You complete the relevant activation and/or registration process. We reserve all rights not expressly granted to You in this EULA.

1.2. If You are a business, You agree to maintain records, systems and/or procedures that accurately record the number of copies of the Software that have been acquired and installed on Your devices or machines and will keep the records for at least two (2) years from the date Your license to use the Software ends. We reserve the right to perform an audit (either remotely or at Your offices) of the records and systems of Your business in order to verify that Your downloading, installation and use of the Software conforms with a valid licence granted by Us. If any such audit reveals that Your use does not conform to a valid licence, You undertake to immediately obtain a valid licence for the Software.


2. USING THE SOFTWARE

2.1. The Software may include product activation and other alternative technology designed to prevent unauthorized use and copying of it. You may not sell, rent, lease, resell, or loan the Software to any third party without further written authority from Us.

2.2. You are not permitted to reverse-engineer, decompile or disassemble the Software in any way.

2.3. You are legally responsible for the content or results ("Results") that You cause to be created using the Software. You agree that, in connection with Your use of the Software, You are responsible for the consequences (and whether direct and/or indirect) of any of the Results. This includes (without limitation) situations in which you share Your Results with third parties.

2.4. You are solely responsible for verifying the accuracy and completeness of Your Results.

2.5. You are not permitted to modify or create derivative works based upon the Software.

2.6. You represent and warrant to Us that You will:

2.6.1. comply with all applicable laws and regulations relevant to the use of the Software by You; and

2.6.2. not use the Software in a way that is unlawful or that violates any third party’s rights.

2.7. You agree to indemnify and hold Us harmless, upon demand, for breaching the provisions of this clause 2.

2.8. We may provide You, from time to time, with updates, fixes, additional features or improvements, or other data relating to the Software ("Feature Updates"). We will inform you by notice of any Feature Updates and You will have the option to download and install any such Feature Updates to Your device or machine. You can choose either to install the Feature Updates on Your computer device or not. If You choose not to download and install the Feature Updates, the Software may not perform properly.

2.9. We may audit Your software usage for anti-piracy purposes, to verify a valid registration, to identify if new Updates are available and to assess Your use of the Software. You consent to the Software sending usage data (e.g., the number of uses of the Software, device/machine IP addresses, Software version number), for registration, authentication, usage, anti-piracy auditing and enforcement purposes. We will comply with all relevant privacy and data protection legislation in carrying out these activities.


3. INTELLECTUAL PROPERTY RIGHTS

3.1. Our Software is protected by intellectual property laws and legislation in England and Wales and internationally applicable intellectual property laws and treaties. Under no circumstances are you permitted to distribute the Software without Our written permission.

3.2. You may only make one (1) copy of the Software, or You may keep one (1) copy of the Software on a single hard drive, but only for backup or archival purposes. Except in these circumstances, You may not copy the Software or any materials accompanying the Software.

3.3. You accept and agree that Our logos, trading style, company name, trademarks, service marks and graphics are all owned by Us and may be the subject of trademark protection (“Our IP”). You are not granted a right to use Our IP without Our prior written consent.

3.4. You agree not to remove, obscure or alter any of Our proprietary notices or any of Our IP affixed to or contained within the Software.

3.5. We are not obliged to continue selling, distributing, servicing or updating the Software (or any part of it) you agree that we may withdraw all and any services or other offerings at any time without notice.


4. LIMITED WARRANTY

4.1. The Software, when properly installed and under normal use, will substantially conform to the features and functionality as set forth in the documentation accompanying the Software (including any description and usage statement contained on Our website).

4.2. The Software may, however, contain normal bugs and errors. Accordingly, the Software is provided on an "as is" basis with the understanding that bug fixes and Feature Updates may be provided by Us to the original Software purchaser from time to time.

4.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, WE DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SOFTWARE AND ANY ACCOMPANYING WRITTEN DOCUMENTATION.

4.4. Any claim under this EULA against Us may not be brought later than 12 months from the date of payment made by You to Us for the EULA.


5. OPEN SOURCE MATERIALS AND ADOBE

5.1. The Software has been created using the Adobe Software Development Kit and functions with Adobe Photoshop. Other open-source software may also have been used to create the Software. We neither make nor give any warranty and we accept no liability (whether direct or indirect) relating to any such pieces of software or works. It is Your sole responsibility to ensure that you have appropriate licences in place with Adobe in order to use the Software with any Adobe software product (such as, without limitation, Adobe Photoshop).


6. LIABILITY AND DAMAGES

6.1. To the maximum extent permissible by law, We shall in no circumstances be liable to You for any damages, costs, loss of business (or interruption thereto or loss of information), loss of profits or revenue or damage to goodwill arising from the use of the Software even in circumstances where you have made Us aware of the possibility of such damage being occasioned.

6.2. Our total and maximum liability to You in connection with this EULA and the use of the Software shall be limited to the price paid by You for the relevant EULA.

6.3. The limitations specified in this EULA (“Limitations”) and those specifically set out in this clause 6 shall apply irrespective of their legal basis, in particular with regard to any pre-contractual claims.

6.4. The Limitations shall not apply, however, to any statutory liability which cannot be excluded by law, nor to any damage which is caused due to the breach of an express warranty, nor to damages due to death or personal injury.


7. GENERAL TERMS

7.1. This EULA and its formation is subject to the laws of England and Wales irrespective of the territory in which You are based.

7.2. By accepting this EULA, You hereby irrevocably submit to the exclusive jurisdiction of the English Courts.

7.3. This EULA is the entire agreement between Us and You and supersedes any other agreement or communications or advertisements with respect to the Software and any accompanying documentation.

7.4. To the extent that any provision of this EULA may be held illegal, invalid, or unenforceable in whole or in part, such provision or such portion thereof shall be illegal, invalid, or unenforceable but only to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties.

7.5. No term or provision in this EULA will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against whom the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach.

7.6. No modifications or amendments to this EULA will be binding upon Us unless made in writing and duly executed by You and one of Our authorised representatives.


ColourMimix (c) 2013 - 2014