End-user-license-agreement | Goodtill

End-user-license-agreement


Important – Read carefully: This End-User Licence Agreement (“EULA”) is a legal agreement between you
(either an individual person or a single legal entity, who will be referred to in this EULA as “you”) and GTC.  It
provides a licence to use the Software and contains warranty information and liability disclaimers.  By installing
and/or using the Software, you are confirming your acceptance of the Software and agreeing to become bound
by the terms of this agreement.  If you do not agree to be bound by these terms, you are not licensed to use
the Software and you must destroy all copies of the Software in your possession or control.

1. DEFINITIONS

(a) “GTC” means The Good Till Co Limited, registered in England with company number 08412581, with its
registered office at Studio G8 The Print Rooms, 164- 180 Union Street, London, England, SE1 0LH.

(b) “Software” means only the GTC software program(s) and corresponding documentation, associated media,
printed materials, and online or electronic documentation.

2. SOFTWARE LICENCE

(a) Licence Grant. Upon your acceptance of this EULA, GTC grants you a personal non-exclusive, non-
transferable (except as provided below), limited licence to install and use a copy of the Software on your
compatible device.

(b) Title. This EULA gives you a limited licence to use the Software.  GTC and its suppliers retain all right, title
and interest, including all copyright and intellectual property rights, in and to, the Software and all copies
thereof.  All rights not specifically granted in this EULA are reserved by GTC.

(c) Reverse Engineering. You may not reverse engineer, decompile, disassemble or otherwise attempt to
discover the source code, underlying ideas, underlying user interface techniques or algorithms of the Software
by any means whatsoever, directly or indirectly, or disclose any of the foregoing, except to the extent you may
be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability
of the Software with another software program, and you have first requested GTC to provide the information
necessary to achieve such operability and GTC has not made such information available.  GTC has the right to
impose reasonable conditions and to request a reasonable fee before providing such information.  Any
information supplied by GTC or obtained by you, as permitted hereunder, may only be used by you for the
purpose described herein and may not be disclosed to any third party or used to create any software which is
substantially similar to the expression of the Software.

(d) Additional Restrictions. You may not loan, rent, lease, sublicense, distribute or otherwise transfer all or
any portion of the Software to third parties.  You may not copy, distribute, or make derivative works of the
Software except as expressly set forth above, and any copies that you are permitted to make pursuant to this
EULA must contain the same copyright, patent and other intellectual property markings that appear on or in
the Software.  You may not modify, adapt or translate the Software.  You may not, directly or indirectly,
encumber or suffer to exist any lien or security interest on the Software; knowingly take any action that would
cause the Software to be placed in the public domain; or use the Software in any computer environment not
specified in this EULA.  You will comply with applicable law and GTC’s instructions regarding the use of the
Software.  You agree to notify your employees and agents who may have access to the Software of the
restrictions contained in this EULA and to ensure their compliance with these restrictions.  You may not alter or
modify the Software or create a new installer for the Software.

3. INTELLECTUAL PROPERTY RIGHTS

You acknowledge that the Software and any copies that you are authorised by GTC are the intellectual property
of and are owned by GTC and its suppliers.  The structure, organisation, object and source code of the
Software are the valuable trade secrets and confidential information of GTC and its suppliers.  You
acknowledge that GTC retains the ownership of all patents, copyrights, trade secrets, trademarks and other
intellectual property rights pertaining to the Software and all accompanying printed materials.  You will take no
actions that adversely affect GTC’s intellectual property rights in the Software.  Trademarks shall be used in
accordance with accepted trademark practice, including identification of trademark owners’ names.
Trademarks may only be used to identify printed output produced by the Software, and such use of any
trademark does not give you any right of ownership in that trademark.  Except as expressly stated above, this
EULA does not grant you any intellectual property rights in the Software.

4. WARRANTY DISCLAIMER

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GTC AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND
REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY
IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE; MERCHANTABILITY; SATISFACTORY
QUALITY, INFORMATIONAL CONTENT, OR ACCURACY, TITLE, AND NON- INFRINGEMENT. GTC DOES NOT
WARRANT THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. IF APPLICABLE
LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED
IN DURATION TO 30 DAYS FROM THE DATE OF INSTALLATION OR USE. ANY SUPPLEMENTS OR UPDATES TO

THE SOFTWARE, INCLUDING WITHOUT LIMITATION, ANY (IF ANY) SERVICE PACKS OR FIXES PROVIDED TO
YOU ARE NOT COVERED BY ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. THIS
WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY
FROM STATE TO STATE. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND
ADEQUACY OF THE SOFTWARE FOR YOUR INTENDED USE AND YOU WILL INDEMNIFY AND HOLD HARMLESS
GTC FROM ANY THIRD PARTY CLAIM TO THE EXTENT BASED UPON THE ACCURACY AND ADEQUACY OF THE
SOFTWARE IN YOUR USE.

GTC may include error corrections in maintenance releases, updates, or new major releases of the Software.
GTC is not obligated to fix errors that are immaterial. Immaterial errors are those that do not significantly
impact use of the Software.

5. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GTC OR ITS SUPPLIERS BE
LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER
(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,
LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR
INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR
ANY PROVISION OF THIS END USER LICENSE AGREEMENT, EVEN IF GTC HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. WHERE LEGALLY, LIABILITY CANNOT BE EXCLUDED, BUT MAY BE LIMITED,
GTC’S LIABILITY AND THAT OF ITS SUPPLIERS SHALL NOT EXCEED THE AMOUNT OF THE ORIGINAL
PURCHASE. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND
DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS EULA.

6. TERM AND TERMINATION

Without prejudice to any other rights or remedies of GTC, this EULA may be terminated (a) by you giving GTC
written notice of termination; or (b) by GTC, at its option, giving you written notice of termination or (c) GTC
giving you written notice of termination if you fail to comply with the terms and conditions of the EULA. Upon
any termination of this EULA, you must cease all use of the Software, licensed hereunder, destroy all copies in
your possession or control and take such other actions as GTC may reasonably request to ensure that no
copies of the Software remain in your possession or control.

7. GENERAL

This EULA (including any addendum or amendment to this EULA which is included with the Software) is the
entire agreement between you and GTC relating to the Software and the support services (if any) and they
supersede all prior or contemporaneous oral or written communications, proposals and representations with
respect to the Software or any other subject matter covered by this EULA. The failure or delay of GTC to
exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of
those rights or of the breach. To the extent the terms of any GTC policies or programs for support services
conflict with the terms of this EULA, the terms of this EULA shall control.

This EULA shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the
English courts.