STANDARD LICENSE & SERVICE AGREEMENT
This "Agreement" is a legal contract between you (either an individual or an organisation, hereafter the "Customer") and MindLink Software Ltd ("MindLink"), for computer software and, as applicable, associated media, printed materials, and "online" or electronic documentation (the "Software") and services subscribed for, including hosting and other outsourced functions (the "Services"). If you are agreeing to this Agreement for use of the Software or Services by an organization, you are agreeing to this Agreement on behalf of that organization. You must have the authority to bind that organization to this Agreement, otherwise you must not sign up for the Software or Services ( together the "Products").
BY CLICKING THE "I AGREE", SIGNING THIS AGREEMENT OR BY INSTALLING, COPYING, OR OTHERWISE USING THE PRODUCTS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE PRODUCTS.
1. LICENSE TO USE THE PRODUCTS
1.1. MindLink grants to the Customer a non-exclusive, non-transferable and revocable licence ("Licence") to use the Products with these terms and conditions including its termination provisions. One License is required for each individual "User" of the Products.
1.2. The Customer is licensed to install and access the Software through an internal network, provided there is a License and valid License Key for each instance of the MindLink Products installed.
1.3. MindLink may update the Products from time to time. If MindLink changes the Products in a manner that materially reduces their functionality, MindLink will inform the Customer via the email address associated with the account.
1.4. MindLink may provide the Customer with support related to the Products ("Support Services"). Any supplemental software code provided to the Customer as part of the Support Services shall be considered part of the Software and subject to the terms and conditions of this Agreement. With respect to technical information the Customer provides to MindLink as part of the registration of the Customer's License to the Software or in connection with the Support Services, MindLink may use such information for its business purposes, including for product support and development.
2. CUSTOMER OBLIGATIONS
2.1. The Customer is responsible for use of the Products by its Users. The Customer will obtain from Users any consents necessary to allow Administrators to engage in the activities described in this Agreement and to allow MindLink to provide the Products. The Customer will comply with laws and regulations applicable to the Customer's use of the Products, if any.
2.2. The Customer may specify Users as "Administrators". Administrators may have the ability to access, disclose, restrict or remove Customer data in or from the Products. Administrators may also have the ability to monitor, restrict, or terminate access to the Products. MindLink's responsibilities do not extend to the internal management or administration of the Products. The Customer is responsible for: (i) maintaining the confidentiality of passwords and Administrator accounts; (ii) managing access to Administrator accounts; and (iii) ensuring that Administrators' use of the Products complies with this Agreement.
2.3. The Customer will prevent unauthorized use of the Products by its End Users and terminate any unauthorized use of or access to the Products. The Customer will promptly notify MindLink of any unauthorized use of or access to the Products.
2.4. The Customer may not rent, lease or lend the Software. The Customer may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
2.5. Without prejudice to any other rights, MindLink may terminate this Agreement if the Customer fails to comply with the terms and conditions of this Agreement. In such event, the Customer must destroy all copies of the Software Application and all of its component parts, and MindLink may suspend or deactivate use of the Software with or without notice.
3. INTELLECTUAL PROPERTY RIGHTS AND COPYRIGHT
3.1. Except as expressly set forth herein, this Agreement does not grant MindLink any Intellectual Property Rights in Customer data or content.
3.2. The Customer grants MindLink only the limited rights that are reasonably necessary for MindLink to offer the Products (e.g., hosting stored content). This permission also extends to trusted third parties MindLink works with to offer the Products (e.g., payment provider used to process payment of fees).
3.3. MindLink may, at its discretion and for any purpose, use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions the Customer or its Users send MindLink or post in MindLink's forums without any obligation to Customer.
3.4. MindLink may include the Customer's name in a list of MindLink customers on the MindLink website or in promotional materials.
3.5. All title and copyrights in and to the Software (including, without limitation, any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software), the accompanying media and printed materials, and any copies of the Software are owned by MindLink. The Software is protected by copyright laws and international treaty provisions. Therefore, you must treat the Software like any other copyrighted material, subject to the provisions of this Agreement.
4. FEES & PAYMENT
4.1. The Customer will pay, and authorizes MindLink to charge using the Customer's selected payment method, for all applicable fees. Fees are non-refundable except as required by law. The Customer is responsible for providing complete and accurate billing and contact information to MindLink. MindLink may suspend or terminate the Services if fees are past due.
4.2. IF THE CUSTOMER'S ACCOUNT IS SET TO AUTO RENEWAL OR IS IN A TRIAL PERIOD, MINDLINK MAY AUTOMATICALLY CHARGE AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS THE CUSTOMER NOTIFIES MINDLINK THAT THE CUSTOMER WANTS TO CANCEL OR DISABLE AUTO RENEWAL. MindLink may revise Product prices by providing the Customer at least 30 days notice prior to the next charge.
4.3. The Customer is responsible for all taxes. MindLink will charge tax when required to do so. If the Customer is required by law to withhold any taxes, the Customer must provide MindLink with an official tax receipt or other appropriate documentation.
4.4. If the Customer requires the use of a purchase order or purchase order number, the Customer (i) must provide the purchase order number at the time of purchase and (ii) agrees that any terms and conditions on a the Customer purchase order will not apply to this Agreement and are null and void.
5. TERM & TERMINATION
5.1. This Agreement will remain in effect until the Customer's License to use the Products expires or terminates and/or the MindLink License Key expires or terminates, or until the Agreement is terminated.
5.2. Upon termination of this Agreement, MindLink may at its sole discretion oblige the Customer to certify in writing to MindLink within 30 days of termination that it has erased the Products from its computers and from its magnetic media and that it has no ability to reproduce the Products in any way, and to return to MindLink all related documentation belonging to MindLink.
The Customer understands that the operation of the Services such as hosting, including the Customer's content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to MindLink’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services. MindLink cannot guarantee that the Services will remain bug-free and uninterrupted, so use of the Services is at the Customer's own risk. Accordingly, the Customer bears sole responsibility for adequate security, protection and backup of its content. MindLink will have no liability for any unauthorized access to or use of any of the Customer's content, or any corruption, deletion, destruction or loss of any of the Customer's content.
7. DISCLAIMER OF WARRANTIES
THE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND MINDLINK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE CUSTOMER ACKNOWLEDGES THAT MINDLINK DOES NOT WARRANT THAT THE PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION OR SERVICES OBTAINED BY YOU FROM MINDLINK OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
8. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT OF THE LAW, UNDER NO CIRCUMSTANCES SHALL MINDLINK BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION. IN ADDITION, MINDLINK SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF ONE HUNDRED (£100) BRITISH POUNDS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
The Customer shall defend, indemnify, and hold harmless MindLink from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from the Customer’s breach of this Agreement, any of the Customer’s content that is uploaded, posted or otherwise transmitted to or through the Products, or the Customer’s other access, contribution to, use or misuse of the Products. MindLink shall provide notice to the Customer of any such claim, suit or demand. MindLink reserves the right to assume the exclusive defence and control of any matter which is subject to indemnification under this section. In such case, the Customer agrees to cooperate with any reasonable requests assisting MindLink’s defence of such matter.
10.1.This Agreement is governed by and construed according to English law and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
10.2.The failure of MindLink to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. This Agreement constitutes the entire agreement between the Customer and MindLink and governs the Customer's use of the Products, superseding any prior agreements between the Customer and MindLink (including, but not limited to, any prior versions of this Agreement).
10.3.MindLink may revise this Agreement from time to time and the most current version will always be posted on the MindLink website. If a revision, in MindLink's sole discretion, is material, MindLink will notify the Customer (by, for example, sending an email to the Customer's email address associated with the account). Other revisions may be posted to MindLink's blog or terms page, and the Customer is responsible for checking such postings regularly. By continuing to access or use the Products after revisions become effective, the Customer agrees to be bound by the revised Agreement. If the Customer does not agree to the revised Agreement terms, the Customer may terminate the Agreement within 30 days of receiving notice of the change.
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