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Act On File, 2012 - End User Software License Agreement

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Act On File, 2012 End User License Agreement

A simple license to give everyone peace of mind. Keeping things simple is always the best option.

END USER LICENCE AGREEMENT

IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE INSTALLING THE PACKAGE: This licence agreement ("Licence") is a legal agreement between you ("Licensee" or "you") and MBBSoftware Limited (a company registered in England with registration number 7811806 whose registered office is at Third floor, 207 Regent Street, London W1B 3HH) ("Licensor" or "we") for this Act On File software product ("Software"), which includes computer software, the data supplied with it, and online documentation ("Documentation").

THIS SOFTWARE REQUIRES A PERSONAL COMPUTER WITH A MINIMUM OF 1024 x 768 PIXELS OR HIGHER GRAPHIC DISPLAY ADAPTER AND THE MICROSOFT WINDOWS XP OPERATING SYSTEM OR LATER. BY DOWNLOADING AND INSTALLING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENCE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE ARE UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MUST UNINSTALL THE SOFTWARE AND DELETE ANY PART OF THE SOFTWARE WHICH YOU DOWNLOADED AND ANY RELATED FILES.

Grant and scope of Trial Licence
1. In consideration of your agreeing to abide by the terms in this agreement the Licensor hereby grants to you a non-exclusive, non-transferable thirty (30) day licence commencing from the date the Software was installed to use the Software and the Documentation for software evaluation purposes only ("Trial Licence") on the terms of this Licence. At the end of the thirty day period this Licence shall terminate and you must either:
  1. uninstall the Software from your computer; or
  2. purchase a licence to continue to use the Software; or
  3. for home non-commercial users only, accept the Ad-driven Licence (as defined in clause 5) to continue to use the Software.
2. You may:
  1. download, install and use the Software for your private (home) or commercial (business) purposes;
  2. make one copy of the Software for back-up purposes only, provided that this is necessary for the activities permitted under clause 1.1;
  3. not receive and use any free supplementary software code or update of the Software incorporating "patches" and corrections of errors as may be provided by the Licensor from time to time;
  4. use any Documentation in support of the use permitted under clause 1.1 but you shall not make any copies of the Documentation.
Grant and scope of Full Licence
1. In consideration of the payment of the price of the licence to use the Software ("Licence Fee"), the Licensor hereby grants to you a non-exclusive, non-transferable full licence to use the Software and the Documentation ("Full Licence") on the terms of this Licence.
2. You may:
  1. download, install and use the Software for your private (home) or commercial (business) purposes, either:
    1. (if the Licence is a single-user licence install and use the software) on two machines; or
    2. (if the Licence is a multi-user or network licence), for the number of concurrent users agreed between you and us;
  2. transfer the Software from one computer to another provided that the maximum number of computers on which the Software may be installed under the Licence under clause 2.2(a) is not exceeded at any one time;
  3. make copies of the Software for back-up purposes only, provided that this is necessary for the activities permitted under clause 2.1 and provided that the number of copies of the Software does not exceed the number of installations permitted under clause 2.2(a);
  4. receive and use any free supplementary software code or update of the Software incorporating "patches" and corrections of errors as may be provided by the Licensor from time to time;
  5. use any Documentation in support of the use permitted under clause 2.1 and make copies of the Documentation as are reasonably necessary for its lawful use provided that the number of copies of the Documentation does not exceed the number of installations permitted under clause 2.2(a).
3. The Licensor agrees to refund the Licence Fee if requested by the Licensee for any reason within 30 days of the purchase of the Full Licence ("Money Back Guarantee Period"). If the Licensee requests that the number of concurrent users permitted under clause 2.2(a)(ii) is reduced, the Licensor will issue a replacement licence for the number of users requested. For the avoidance of doubt, the commencement date for the Money Back Guarantee Period for such replacement licence shall be deemed to be the date of purchase of the original Full Licence.
4. You must:
  1. Activate the Software. You may not be able to exercise your rights to use the Software under the Full Licence unless you activate your copy of the Software in the manner described during the launch of the Software and the Documentation. You may also need to deactivate and reactivate the Software if you modify your computer hardware or transfer the Software to another computer. Technological measures are built in to prevent unlicensed use of the Software. The Licensor will use those measures to confirm you have a legally licensed copy of the Software. The Licensor will not collect any personally identifiable information from your device during this process.
  2. Register a user account with MBBSoftware in order to be able to access the services provided under clause 9.
Grant and scope of Full Licence [Period] Subscription
1. In consideration of the payment of the price of the licence to use the Software ("[Period] Subscription Licence Fee") for a period of time ("Subscription [Period]"), the Licensor hereby grants to you a non-exclusive, non-transferable full licence to use the Software and the Documentation ("[Period] Subscription Licence") on the terms of this Licence during the subscription period.
2. You may:
  1. download, install and use the Software for your private (home) or commercial (business) purposes, either:
    1. (if the Licence is a single-user licence install and use the software) on two machines; or
    2. (if the Licence is a multi-user or network licence), for the number of concurrent users agreed between you and us;
  2. transfer the Software from one computer to another provided that the maximum number of computers on which the Software may be installed under the Licence under clause 3.2(a) is not exceeded at any one time;
  3. make copies of the Software for back-up purposes only, provided that this is necessary for the activities permitted under clause 3.1 and provided that the number of copies of the Software does not exceed the number of installations permitted under clause 3.2(a);
  4. receive and use any free supplementary software code or update of the Software incorporating "patches" and corrections of errors as may be provided by the Licensor from time to time;
  5. use any Documentation in support of the use permitted under clause 3.1 and make copies of the Documentation as are reasonably necessary for its lawful use provided that the number of copies of the Documentation does not exceed the number of installations permitted under clause 3.2(a).
3. You must:
  1. Activate the Software. You may not be able to exercise your rights to use the Software under the Full Licence unless you activate your copy of the Software in the manner described during the launch of the Software and the Documentation. You may also need to deactivate and reactivate the Software if you modify your computer hardware or transfer the Software to another computer. Technological measures are built in to prevent unlicensed use of the Software. The Licensor will use those measures to confirm you have a legally licensed copy of the Software. The Licensor will not collect any personally identifiable information from your device during this process.
  2. Register a user account with MBBSoftware in order to be able to access the services provided under clause 9.
Grant and scope of Home Licence
1. In consideration of the payment of the price of the licence to use the Software ("Licence Fee"), the Licensor hereby grants to you a non-exclusive, non-transferable multi-user home licence to use the Software and the Documentation ("Home Licence") on the terms of this Licence.
2. You may:
  1. download, install and use the Software for private (home) and non-commercial (business) purposes only, on the number of machines agreed between you and us, located within your household;
  2. transfer the Software from one computer to another provided that the maximum number of computers on which the Software may be installed under the Licence under clause 4.2(a) is not exceeded at any one time;
  3. make copies of the Software for back-up purposes only, provided that this is necessary for the activities permitted under clause 4.1 and provided that the number of copies of the Software does not exceed the number of installations permitted under clause 4.2(a);
  4. receive and use any free supplementary software code or update of the Software incorporating "patches" and corrections of errors as may be provided by the Licensor from time to time;
  5. use any Documentation in support of the use permitted under clause 4.1 and make copies of the Documentation as are reasonably necessary for its lawful use provided that the number of copies of the Documentation does not exceed the number of installations permitted under clause 4.2(a).
3. The Licensor agrees to refund the Licence Fee if requested by the Licensee for any reason within 30 days of the purchase of the Home Licence ("Money Back Guarantee Period"). If the Licensee requests that the number of concurrent users permitted under clause 4.2(a)(ii) is reduced, the Licensor will issue a replacement licence for the number of users requested. For the avoidance of doubt, the commencement date for the Money Back Guarantee Period for such replacement licence shall be deemed to be the date of purchase of the original Home Licence.
4. You must:
  1. Activate the Software. You may not be able to exercise your rights to use the Software under the Home Licence unless you activate your copy of the Software in the manner described during the launch of the Software and the Documentation. You may also need to deactivate and reactivate the Software if you modify your computer hardware or transfer the Software to another computer. Technological measures are built in to prevent unlicensed use of the Software. The Licensor will use those measures to confirm you have a legally licensed copy of the Software. The Licensor will not collect any personally identifiable information from your device during this process.
  2. Register a user account with MBBSoftware in order to be able to access the services provided under clause 9.
Grant and scope of Ad-driven Licence
1. In consideration of your agreeing to abide by the terms in this agreement and provided that you have registered a user account with the Licensor, the Licensor grants to you a non-exclusive, non-transferable ad-driven licence for private (home) and non-commercial (business) use of the Software and the Documentation on the terms of this Licence (a "Ad-driven Licence"). To use the Software under the Ad-driven Licence, you will be required to watch one or more advertisements or other short presentations, presented by the Licensor or its representatives before or during using the software. The Ad-driven Licence may be revoked or terminated by the Licensor in its absolute discretion at any time, on three (3) days' notice by email to the email address given on registration.
2. You may:
  1. download, install and use the Software for your private (home) use only on one computer at a time per Ad-driven Licence;
  2. own up to ten (10) Ad-driven Licences at a time;
  3. suspend or cancel any of them at any time;
  4. close your user account at any time, and for the avoidance of doubt closing such account will automatically terminate any Ad-driven Licence that you may have;
  5. make up to two copies of the Software for back-up purposes only, provided that this is necessary for the activities permitted under clause 5.1;
  6. receive and use any free supplementary software code or update of the Software incorporating "patches" and corrections of errors as may be provided by the Licensor from time to time;
  7. use any Documentation in support of the use permitted under clause 5.1 and make copies of the Documentation as are reasonably necessary for its lawful use provided that the number of copies of the Documentation does not exceed the number of installations permitted under clause 5.2(a).
3. You must activate the Software. You may not be able to exercise your rights to use the Software under this agreement after the Trial Licence expires unless you activate your copy of the Software in the manner described during the launch of the Software and the Documentation. You may also need to deactivate and reactivate the Software if you modify your computer hardware or transfer the Software to another computer. Technological measures are built in to prevent unlicensed use of the Software. The Licensor will use those measures to confirm you have a legally licensed copy of the Software. The Licensor will not collect any personally identifiable information from your device during this process.
Grant and scope of Act On File TV Viewing Licence
1. In consideration of your agreeing to abide by the terms in this agreement, the Licensor grants to you permission to use a specialised television module included in the Software which provides media distribution (the "TV Service"). For the avoidance of doubt, by using the TV Service you are indicating acceptance of the terms of this Licence and in particular this clause 6.
2. The Licensor may change the terms set out in this clause 6 from time to time; such modified terms (the "Modified Terms") will be posted at https://mbbsoftware.com/Products/Act-On-File/2012/TV-Terms.aspx or made available within the Service. If you do not agree to the Modified Terms you must stop using the TV Service. Your continued use of the TV Service after the date the Modified Terms are posted will constitute your acceptance of the Modified Terms.
3. For the avoidance of doubt, if you do not accept the terms of this clause 6 or the Modified Terms, you may continue to use the rest of the Software in accordance with this Licence but you may not use the TV Service.
4. You must:
  1. not distribute any part of or parts of the TV Service, including but not limited to any content, in any medium without the Licensor's prior written approval. For the avoidance of doubt, such approval shall not be deemed to be given if the means for such distribution is provided (for example by download link or address);
  2. not alter or modify any part of the TV Service;
  3. not access content through any technology or means other than the video playback provided by the Software or other means provided by the Licensor explicitly designated for this purpose;
  4. not circumvent, disable or otherwise interfere with (or attempt to circumvent, disable or otherwise interfere with) any security related features of the TV Service or features that (i) prevent or restrict use or copying of content, or (ii) enforce limitations on use of the TV Service or the content accessible via the TV Service;
  5. not use the TV Service for any commercial uses unless you obtain the Licensor's prior written approval including but not limited to (i) the sale of access to the TV Service (ii) the sale of advertising, sponsorships or promotions placed on or within the TV Service, or content; and/or (iii) the sale of downloaded content from the TV Service, when such download is permitted;
  6. not use or launch any automated system of any kind that accesses the TV Service video playback provided by the Software;
  7. not access content for any reason other than your personal, non-commercial use solely as intended through and permitted by the normal functionality of the TV Service, and solely for streaming i.e. a contemporaneous digital transmission of the material by the Licensor via the internet to a user-operated instance of the Software in such a manner that the data is intended for real-time viewing and not intended to be downloaded (either permanently or temporarily), copied, stored, or redistributed by the user;
  8. not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any content for any other purposes without the prior written consent of MBBSoftware or the respective licensors of the content, except if any such permission is explicitly granted and whereas a download link is explicitly supplied.
5. The Licensor is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the TV Service may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that the Licensor may suspend the TV Service (or any features within the TV Service) permanently or temporarily to you or to users generally at the Licensor's sole discretion and without prior notice. You may choose to stop using the TV Service at any time and do not need to notify the Licensor.
6. You agree that you are solely responsible for any breach of your obligations under the Licence and for the consequences of any such breach (included any consequences that may be suffered by the Licensor) and you acknowledge that the Licensor has no responsibility to you or to any third party for any breach of your obligations under this Licence.
7. You acknowledge that in using the TV Service you may be exposed to content that is (i) factually inaccurate, offensive, indecent or otherwise objectionable to you and/or (ii) owned by its respective copyright owner who holds all rights and responsibilities for their content provided to you by the TV Service. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against the Licensor with respect to any such content.
8. With the exception of content submitted to the TV Service by you, all other content of the TV Service is either owned by or licensed to the Licensor, and is subject to copyright, trade mark rights and other intellectual property rights of the Licensor or its licensors. Any third party trademarks or service marks present on content not uploaded or posted by you are trademarks or service marks of its respective owner. Such content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of the Licensor or, where applicable, its licensors. The Licensor and its licensors reserve all rights not expressly granted in and to their consent.
9. In addition to private viewing, the Licensor and its licensors may allow certain content to be downloaded, distributed or used in any other way subject to explicit permission granted before, during or at the end of the particular material. A download link or other reference as well as the full and entire scope of the permission will be stated.
10. The TV Service may include hyperlinks to other websites that are not owned or controlled by the Licensor. The Licensor has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. You acknowledge and agree that the Licensor is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such websites or resources. You acknowledge and agree that the Licensor is not liable for any loss or damage which may be incurred by you as a result of the availability of such external websites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources.
Licensee's undertakings
1. Except as expressly set out in this Licence or as permitted by any local law, you undertake:
  1. not to copy the Software or Documentation except where such copying is incidental to the normal use of the Software or where it is necessary for the purpose of back-up or operational security;
  2. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation;
  3. not to make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
  4. not to disassemble, decompile, reverse engineer or create derivative works based on the whole, or any part, of the Software nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving interoperability of the Software with another software program, and provided that the information obtained by you during such activities:
    1. is used only for the purpose of achieving interoperability of the Software with another software program;
    2. is not unnecessarily disclosed or communication to any third party without the Licensor's prior written consent; and
    3. is not used to create any software which is substantially similar to the Software.
  5. to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
  6. to supervise and control use of the Software and ensure that your employees and representatives use the Software in accordance with the terms of this Licence;
  7. to include the copyright notice of the Licensor on all entire and partial copies you make of the Software on any medium.
Support
If you register the purchase of the Software pursuant to clause 9 below, the Licensor's technical support staff will endeavour to answer by email any queries which you, as the original registered purchaser, or your employees may have regarding the use or application of the Software during the Warranty Period. For email support please email .
Registration
The Licensor's registration scheme provides a number of benefits including access to Software updates and the support services referred to in clause 8 above. Owners of Full or Home Licences obtained from third parties such as resellers and affiliates must create a free account with https://mbbsoftware.com, and associate the licence(s) with their account in order to:
1. gain access to online facilities allowing manual deactivation of licences when the Software is no longer operable and cannot be used for deactivation;
2. ensure that in case of computer or licence theft, the Licence can be cancelled and free of charge replacement can be requested by the registered user.
To create a free account, you must complete the registration form on the Licensor's website which can be accessed at: https://mbbsoftware.com/login.aspx. To associate a Full or Home Licence with your account, you must use the Claim License Ownership controls on the Licensor's website at: https://mbbsoftware.com/my-account/licenses.aspx.
Intellectual property rights
1. You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to the Licensor, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this Licence.
2. You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.
3. The integrity of the Software is protected by technical protection measures ("TPM") so that the intellectual property rights, including copyright, in the Software of the Licensor are not misappropriated. You must not attempt in any way to remove or circumvent such TPM, nor to apply, manufacture, import, distribute, sell, let for hire, offer, expose or advertise for sale for hire or have in your possession for private or commercial purposes, any means whose sole reasonable purpose is to facilitate the unauthorised removal or circumvention of such TPM.
4. The Licensor will remove any content of the TV Service which infringes the copyright of a third party. To file a copyright infringement notification, you will need to send a written communication through your user account to the Licensor with the following information and in the following format:
  1. Include a statement telling us that you have found a video on the TV Service which you believe infringes your copyright (for example, "I hereby confirm that I believe the video identified below infringes my copyright").
  2. Specify the country your copyright applies to.
  3. Specify the category, sub-category and title of the video concerned, and the video and part identifiers.
  4. Describe how the video infringes your copyright.
  5. Identify the type (e.g. video, sound, etc.) of the infringing work and details of the copyright work (title, author, publisher, dates, etc.) which you own the rights in, and which you believe has been infringed. Send us hyperlink(s) if available.
  6. If you are not a registered user please let us have your contact information (email address is preferred).
  7. Give us contact information which we can pass on to the publisher of the video concerned, so that they can resolve your complaint directly with you (email address is preferred).
  8. Include the following statement: "I have a good faith belief that use of the copyrighted work described above is not authorised by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law."
  9. I confirm that the information contained in this notification is accurate and that I am the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.
  10. Sign the notice. Scanned physical or a valid electronic signature will be accepted when providing notice by e-mail.
5. The Licensor will terminate a media provider account if it is a repeat infringer. A repeat infringer is deemed to be a user who has been found to have infringing activity on more than 3 occasions.
6. The Licensor will terminate the Licence if copyright infringement claims filed by you have been false, untrue or invalid on more than 2 occasions. The Licensor reserves the right to take legal action to the maximum extent permitted by law in such an event.
Warranty
1. The Licensor warrants that:
  1. for a period of 90 days commencing from the date the Software was installed ("Warranty Period") the Software will, when properly used, perform substantially in accordance with the functions described in the Documentation (provided that the Software is properly used on the computer and with the operating system for which it was designed as referred to in the accompanying documentation), and the Documentation correctly describes the operation of the Software in all material respects;
  2. the Software is created free of viruses and any other malicious or concealed modules consistent with current industry practice.
2. You acknowledge that the Software has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements. The Licensor does not represent or warrant to you that any information obtained by you as a result of your use of the TV Service will be accurate or reliable.
3. You acknowledge that the Software is provided on an "AS IS BASIS" and may not be free of errors or bugs and the TV Service may not be interrupted or timely and you agree that the existence of any minor errors shall not constitute a breach of this Licence.
4. If, within the Warranty Period, you notify the Licensor in writing of any defect or fault in the Software in consequence of which it fails to perform substantially in accordance with the Documentation, and such defect or fault does not result from you having amended the Software or used it in contravention of the terms of this Licence, the Licensor will, at its sole option, repair or replace the Software, provided that you make available all the information that may be necessary to assist the Licensor in resolving the defect or fault, including sufficient information to enable the Licensor to recreate the defect or fault.
Licensor's Liability
1. Nothing in this Licence shall limit or exclude the liability of either party for death or personal injury resulting from negligence, fraud, fraudulent misrepresentation, or deliberate personal repudiatory breaches of this agreement.
2. Subject to clause 12.1, the Licensor's liability for losses suffered by you arising out of or in connection with this agreement (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall exclude the following even if such losses result from the Licensor's deliberate personal repudiatory breach of this agreement:
  1. loss of income;
  2. loss of business profits or contracts;
  3. business interruption;
  4. loss of the use of money or anticipated savings;
  5. loss of information;
  6. loss of opportunity, goodwill or reputation;
  7. loss of, damage to or corruption of data;
  8. any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise;
  9. any loss or damage which may be incurred by you as a result of (i) any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the TV Service; (ii) any changes which the Licensor may make to the TV Service, or for any permanent or temporary cessation in the provision of the TV Service (or any features within the TV Service); (iii) the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the TV Service; (iv) your failure to provide the Licensor with accurate account information; (v) your failure to keep your password or any other account details secure and confidential;
  provided that this clause 12.2 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of clause 11 or any other claims for direct financial loss that are not excluded by any of categories (a) to (i) inclusive of this clause 12.2.
3. Subject to clause 12.1 and clause 12.2, the Licensor's maximum aggregate liability under or in connection with this Licence, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to a sum equal to the Licence Fee or, in the event that a Full Licence has not been purchased, a sum equal to £50.
4. Subject to clause 12.1, clause 12.2 and clause 12.3, the Licensor's liability for infringement of third party intellectual property rights shall be limited to breaches of rights subsisting in the UK.
5. This Licence sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Software and Documentation. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Licence. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into or incorporated in this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
Termination
1. The Licensor may terminate this Licence immediately on written notice to you if:
  1. you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service on you of written notice requiring you to do so;
  2. applicable, if a petition for a bankruptcy order to be made against you has been presented to the court;
  3. applicable, the Licensee (where it is a company) becomes insolvent or unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, or becomes unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986); or.
  4. the Licensor is required to do so by law.
2. [Period] Subscription Licence:
  1. the Licensee may terminate the [Period] Subscription Licence at any time by cancelling it from their subscription terminal or by ceasing to pay the subscription fee at the beginning of the next Subscription Period;
  2. the Licensor may terminate the [Period] Subscription Licence upon written notice to the Licensee's registered email address at least one full Subscription Period in advance. Following termination under this clause 13.2(b), the Licensor shall stop deducting the [Period] Subscription Licence Fee from the Licensee's account and shall notify the Licensee of this accordingly;
  3. following any termination under this clause 13.2, the [Period] Subscription Licence shall remain valid until the end of the last paid Subscription Period and shall expire upon the end of such last paid Subscription Period.
3. Upon termination for any reason:
  1. all rights granted to you under this Licence shall cease;
  2. you must cease all activities authorised by this Licence including use of the TV Service; and
  3. you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to the Licensor (at the Licensor's option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to the Licensor that you have done so.
4. The permission to use the TV Service will automatically be revoked if you stop using the TV Service or terminate this Licence.
5. The Licensor may revoke the permission to use the TV Service on reasonable notice in writing if:
  1. the Licensor has decided to no longer provide the TV Service to users in the country in which you are resident or from which you use the TV Service; or
  2. the provision of the TV Service is, in the Licensor's opinion, no longer commercially viable.
Transfer of rights and obligations
1. This Licence is binding on you and us and on our respective successors and assigns.
2. You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent.
3. We may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of our rights or obligations arising under it, at any time during the term of the Licence.
Notices
All notices given by you to the Licensor must be given to MBBSoftware Limited at . The Licensor may give notice to you at either the e-mail or postal address you provided to it when registering with the Licensor. Notices to all users may also be posted on https://mbbsoftware.com. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter, or three days after the posting on the website. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
Events outside the Licensor's control
1. The Licensor will not be liable or responsible for any failure to perform, or delay in performance of, any of his obligations under this Licence that is caused by an event outside his reasonable control ("Force Majeure Event").
2. A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
  1. strikes, lock-outs or other industrial action;
  2. civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
  3. fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
  4. impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
  5. impossibility of the use of public or private telecommunications networks;
  6. the acts, decrees, legislation, regulations or restrictions of any government.
3. The Licensor's performance under this Licence is deemed to be suspended for the period that the Force Majeure Event continues, and he will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Licence may be performed despite the Force Majeure Event.
Waiver
1. If we fail, at any time during the term of this Licence, to insist upon strict performance of any of your obligations under this Licence, or if we fail to exercise any of the rights or remedies to which we are entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
2. A waiver by the Licensor of any default shall not constitute a waiver of any subsequent default.
3. No waiver by the Licensor of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing to the email given on registration.
Severability
If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
Entire agreement
1. This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Software and Documentation and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
2. We each acknowledge that, in entering into this Licence, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to entering into this Licence except as expressly stated in this Licence.
3. Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this Licence (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these terms and conditions.
Law and jurisdiction
This Licence, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and submitted to the non-exclusive jurisdiction of the English courts.