PLEASE READ CAREFULLY BEFORE USING THE SERVICES:
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Trilby Multimedia Limited incorporated and registered in England and Wales with company number 04572637 whose registered office is at Suite 67 123 Stratford Road, Shirley, Solihull B90 3ND (Licensor, us or we) for:
· the software as a service known as TrilbyTV, including the user interface, software and the services that we provide to you (Services); and
· printed materials and online documents relating to the Services (Documents).
We license use of the Services and Documents to you on the basis of this Licence. We do not sell the Services, or any part thereof, or Documents to you. We remain the owners of the Services and all of its constituent parts and Documents at all times.
OPERATING SYSTEM REQUIREMENTS: THE SERVICES MAY REQUIRE SPECIFIC HARDWARE, DETAILS OF WHICH ARE MADE AVAILABLE AT SUPPORT.TRILBYTV.CO.UK. PLEASE CHECK THIS SITE FOR DETAILS.
You should print a copy of this Licence for future reference.
1 Grant and scope of licence
1.1 For the purpose of this Licence, all references to the Services are a reference to the Services as a whole or any part thereof.
1.2 In consideration of you agreeing to abide by the terms of this Licence, we grant to you a non-exclusive, non-transferable licence to use the Services and the Documents on the terms of this Licence.
1.3 You may:
1.3.1 use the Service for your internal business purposes only, strictly in accordance with our acceptable content policy, on the agreed number of screens and in the agreed location(s) in accordance with your subscription; and
1.3.2 use any Documents in support of the use permitted under condition 1.3.
2.1 Except as expressly set out in this Licence or as permitted by English law, you undertake:
2.1.1 not to copy the Services or Documents or any part of them (or the technology that is involved in the provision of them to you) (Technology);
2.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Services, Documents or Technology;
2.1.3 not to make alterations to, or modifications of, the whole or any part of the Services or Technology, nor permit the Services or Technology to be combined with, or become incorporated in, integrated or interfaced with, any other software as a service, services, computer programs or other technology;
2.1.4 not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Services or Technology nor attempt to do any such thing;
2.1.5 to supervise and control use of the Services, Technology and Documentation, and ensure that the Services, Technology and Documentation are used by all users and representatives in accordance with the terms of this Licence and our terms and conditions;
2.1.6 not to provide or otherwise make available the Services, Technology or Documentation in whole or in part (including but not limited to user interfaces, on-screen content, service features, functionality, program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us; and
2.1.7 to comply with all applicable technology control or export laws and regulations.
2.2 If there is a conflict between this clause 2 and our acceptable content policy, our acceptable content policy will prevail.
3 Intellectual property rights
3.1 You acknowledge that all intellectual property rights in the Services, Technology and the Documents anywhere in the world belong to us, that rights in the Services are licensed (not sold) to you, and that you have no rights in, or to, the Services, Technology or the Documents other than the right to use the Services in accordance with the terms of this Licence.
3.2 You acknowledge that you have no right to have access to the Services, Technology or Documents in source code form.
4 Limitation of liability
4.1 The full extent of our liability is set out in our terms and conditions that you agreed to when subscribing to the Services or taking out a free trial of the Services.
5.1 We may terminate this Licence immediately by written notice to you, or by suspending or terminating your user account or access to the Services, if you commit a breach of this Licence or our terms and conditions which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
5.2 We may terminate this Licence immediately by written notice to you, or by suspending or terminating your user account or access to the Services, if you infringe any of our rights, title or interests (including but not limited to intellectual property rights or rights of confidence) in or to any of the Services, the Technology or the Documents.
5.3 On termination for any reason:
5.3.1 all rights granted to you under this Licence shall cease; and
5.3.2 you must immediately cease all activities authorised by this Licence.
6 Communications between us
6.1 We may update the terms of this Licence at any time on notice to you in accordance with this condition 6. Your continued use of the Services and Documents following the deemed receipt and service of the notice under condition 6.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Services and Document on the deemed receipt and service of the notice.
6.2 If we have to contact you, we will do so by email to the address you provided when you subscribed to the Services.
6.3 Note that any notice:
6.3.1 given by us to you will be deemed received and properly served 24 hours after it is first posted on our website or 24 hours after an email is sent; and
6.3.2 given by you to us will be deemed received and properly served 24 hours after an email is sent.
6.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.
7 How we may use your personal information
7.1 Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Services and the Documents and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in our PRIVACY NOTICE and it is important that you read that information.
8 Other important terms
8.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
8.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
8.3 This Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you 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 Licence or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it.
8.4 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing signed by us, and that will not mean that we will automatically waive any later default by you.
8.5 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
8.6 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.