Terms and Conditions
IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE ACCESSING THE CONTENT:
This licence agreement ("Licence") is a legal agreement between you
("Licensee" or "you") and Holstein UK of Speir House, Stafford Park 1, Telford, TF3 3BD
("Licensor" or "we") and shall govern your use of the Virtual Cow software product
(the "Content"), which includes computer software, the data supplied with it, the associated media,
printed materials and online or other electronic documentation (as applicable) (the "Documentation").
BY CLICKING ON THE "ACCEPT" BUTTON BELOW, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENCE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MUST DISCONTINUE ACCESSING THE CONTENT NOW BY CLICKING ON THE " REJECT" BUTTON BELOW.
1. Grant and scope of licence
1.1 In consideration of your agreeing to the terms in this Licence, we grant you a non-exclusive, non-transferable licence to access and use the Content throughout the world on the terms of this Licence.
1.2 You may:
(a) access the Content as stipulated in this Licence;
(b) use the Content for your personal private purposes only and not for business use; and
(c) use any Documentation in support of the use permitted in this Licence and make a copy of the Documentation as are reasonably necessary for its lawful permitted use.
2. Licensee's undertakings
2.1 Except as expressly set out in this Licence or as permitted by any local law, you agree:
(a) not to copy the Content or Documentation except where such copying is incidental to normal use of the Content or where it is necessary for the purpose of back-up or operational security;
(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Content or Documentation;
(c) not to make alterations to, or modifications of, the whole or any part of the Content nor permit the Content or any part of it to be combined with, or become incorporated in, any other programs;
(d) not to disassemble, decompile, reverse engineer or create derivative works based on the whole, or any part, of the Content 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 inter-operability of the Content with another software program, and provided that the information obtained by you during such activities:
(i) is used only for the purpose of achieving inter-operability of the Content with another software program; and
(ii) is not unnecessarily disclosed or communicated to any third party without our prior written consent; and
(iii) is not used to create any software which is substantially similar to the Content;
(e) that you will access the Content and Documentation purely as a member with access on the login part of the Holstein UK website. Where you print any part of the Content you will include our copyright notice on all entire and partial copies you make of the Documentation on any medium.
3. Intellectual property rights
3.1 You acknowledge that all intellectual property rights in the Content and the Documentation throughout the world belong to us or (where applicable) our third party licensors, that rights in the Content are licensed (not sold) to you, and that you have no rights in, or to, the Content or the Documentation other than the right to use them in accordance with the terms of this Licence.
3.2 You acknowledge that you have no right to have access to the Content in source code form or in unlocked coding or with comments.
4. Licensor's liability
4.1 Nothing in this Licence shall limit or exclude the liability of either party for death or personal injury resulting from negligence, fraud, fraudulent misrepresentation.
4.2 You acknowledge that the Content is provided as a general educational and information tool. Nothing in the pages constitutes specific advice for your particular needs and you should only use the Content for general information purposes only. We make no warranties, representations or undertakings about: any of the Content (including, without limitation, any as to the quality, accuracy, completeness or fitness for any particular purpose of such Content).
4.3 You acknowledge that the Content 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 Content as described in the Documentation meet your requirements.
4.4 You acknowledge that the Content may not be free of errors or bugs and you agree that the existence of any minor errors shall not constitute a breach of this Licence.
4.5 Subject to clause 4.1, our liability for losses suffered by you arising out of or in connection with this Licence (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 be limited as follows. We shall not be liable to you for any:
(a) loss of income;
(b) loss of business profits or contracts;
(c) business interruption;
(d) loss of the use of money or anticipated savings;
(e) loss of information;
(f) loss of opportunity, goodwill or reputation;
(g) loss of, damage to or corruption of data; or
(h) any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.
4.6 Subject to clause 4.1 and clause 4.5, our 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 total sum equal to £50.00.
4.7 Subject to clause 4.1, clause 4.5 and clause 4.6, the Licensor's liability for infringement of third party intellectual property rights shall be limited to breaches of rights subsisting in the UK.
4.8 This Licence sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Content 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 Content 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.
5. Access to the Content
5.1 We may withdraw or amend the Content and/or suspend or restrict access to the Content at any time without notice. We will not be liable if, for any reason, the Content is unavailable at any time or for any period.
5.2 From time to time we may restrict access to some parts (or all) of our website and/or the Content to users who have registered with us. If we do so and if you choose, or are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat this information as confidential, and must not share it with any third party. We may disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of these Terms.
5.3 We reserve the right to suspend or withdraw your ccess to the Content if, in our opinion, you have failed to comply with this Licence.
5.4 You are wholly responsible for making all arrangements necessary for you to have access to the Content. You are also responsible for ensuring that all persons who access the Content through your internet connection are aware of this Licence, and that they comply with them.
6.1 We may terminate this Licence:
(a) immediately on written notice to you if 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;
(b) immediately if we are not permitted to use or provide for use the Content at any time. In these circumstances we will notify you as soon as reasonably practicable and you undertake to delete any copies of the Content in your possession.
6.2 Upon termination for any reason:
(a) all rights granted to you under this Licence shall cease;
(b) you must cease all activities authorised by this Licence;
(c) we may immediately withdraw your access to the Content; and
(d) you must immediately delete or remove the Content from all computer equipment in your possession and immediately destroy or return to the Licensor (at the Licensor's option) all copies of the Content then in your possession, custody or control and, in the case of destruction, certify to the Licensor that you have done so.
7. Transfer of rights and obligations
7.1 This Licence is binding on you and us and on our respective successors and assigns.
7.2 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.
7.3 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.
8. Events outside the Licensor's control
8.1 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 (a "Force Majeure Event").
8.2 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:
(a) strikes, lock-outs or other industrial action;
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(e) impossibility of the use of public or private telecommunications networks or failure of our suppliers; or
(f) the acts, decrees, legislation, regulations or restrictions of any government.
8.3 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.
9.1 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.
9.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
9.3 No waiver by us 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.
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.
11. Entire agreement
11.1 This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Content and Documentation and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
11.2 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.
11.3 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.
12. 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.
Why do I need to agree to the contract below?
The Virtual Cow Educational Tool has been available for over 12 months free of charge, in order to help promote and improve the understanding of the Holstein breed. Going forward, Holstein UK are keen to protect this valuable resource long-term and ensure that we re-coupe some of the investment made to help improve this tool in the future. As a valuable member, you will of course be given access to the programme free of charge; however there are tight restrictions on its use, which essentially means that you can only use it for your own personal benefit and not use the programme to perform demonstrations as part of a business enterprise etc. From the 1st of February you will be asked to accept the terms of a click license. Please read the contract carefully before you accept the terms; they are simply there to protect the benefits and value of your membership.
What about non-members?
We are making provision for a range of access options for non-member organisations, companies and organisations to access the programme for demonstration and educational purposes. As a Charitable organisation, focused on improving the understanding of the breed, we will be ensuring that all educational establishments are provided with an extremely cost effective means to access the programme via an on-going licence fee. For other commercial organisations, the product will be available via several options, which will be priced accordingly. Further details on these commercial options, plus the planned educational licence fee, which will be introduced on 1st February 2011 are available from firstname.lastname@example.org.