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 GOODTILL. 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.
(a) “GOODTILL” means The Good Till Co Limited, registered in England with company number 08412581, with its registered office at Unit 207, Metal Box Factory, 30 Great Guildford Street, London. SE1 0HS.
(b) “Software” means only the GOODTILL 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, GOODTILL 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. GOODTILL 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 GOODTILL.
(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 GOODTILL to provide the information necessary to achieve such operability and GOODTILL has not made such information available. GOODTILL has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by GOODTILL 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 GOODTILL’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 GOODTILL are the intellectual property of and are owned by GOODTILL and its suppliers. The structure, organisation, object and source code of the Software are the valuable trade secrets and confidential information of GOODTILL and its suppliers. You acknowledge that GOODTILL 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 GOODTILL’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, GOODTILL 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. GOODTILL 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 GOODTILL FROM ANY THIRD PARTY CLAIM TO THE EXTENT BASED UPON THE ACCURACY AND ADEQUACY OF THE SOFTWARE IN YOUR USE.
GOODTILL may include error corrections in maintenance releases, updates, or new major releases of the Software. GOODTILL 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 GOODTILL 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 GOODTILL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WHERE LEGALLY, LIABILITY CANNOT BE EXCLUDED, BUT MAY BE LIMITED, GOODTILL’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 GOODTILL, this EULA may be terminated (a) by you giving GOODTILL written notice of termination; or (b) by GOODTILL, at its option, giving you written notice of termination or (c) GOODTILL 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 GOODTILL may reasonably request to ensure that no copies of the Software remain in your possession or control.
This EULA (including any addendum or amendment to this EULA which is included with the Software) is the entire agreement between you and GOODTILL 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 GOODTILL 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 GOODTILL 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.