accenteasy® licence

"Licence" shall mean the terms and conditions for use, reproduction, and distribution as defined by Sections 1 through 20 of this document.

"Licensor" shall mean the copyright owner or entity authorized by the copyright owner that is granting the Licence.

"Legal Entity" shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.

"You" (or "Your") shall mean an individual or Legal Entity exercising permissions granted by this Licence.

"Source" form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.

"Object" form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

"Work" shall mean the work of authorship, whether in Source or Object form, made available under the Licence, as indicated by a copyright notice that is included in or attached to the work (an example is provided in the Appendix below).

"Derivative Works" shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this Licence, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof.

"Contribution" shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as "Not a Contribution."

"Author" shall mean Licensor and Legal Entity – Dominic Carlyle.

2. Grant of Copyright Licence. Subject to the terms and conditions of this Licence, the Author hereby grants to You a United Kingdom, non-exclusive, licence for the fixed term of 2 years ending on December 2017 to distribute the Work. No sublicence is granted. No reuse of the code or objects is granted. No reuse of design or graphics is granted. No modification to the Work is granted. No Derivative Works should be undertaken without prior agreement between Owner and You.

3. Redistribution. You may reproduce and distribute copies of the Work or Derivative Works without modification to Source or Object form, provided that You meet the following conditions:
(a) You must give any other recipients of the Work a copy of this Licence; and
(b) You must not modify any part of the Work; and
(c) You must retain, in the Source form of any Derivative Works that You distribute, all copyright, patent, trademark, and attribution notices from the Source form of the Work, excluding those notices that do not pertain to any part of the Derivative Works.

4. Trademarks. This Licence does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the NOTICE file.

5. Disclaimer of Warranty. Unless required by applicable law or agreed to in writing, Licensor provides the Work on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Work and assume any risks associated with Your exercise of permissions under this Licence.

6. Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall the Author be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this Licence or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if such Author has been advised of the possibility of such damages.

7. Accepting Warranty or Additional Liability. While redistributing the Work You may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this Licence. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on behalf of the Author, and only if You agree to indemnify, defend, and hold the Author harmless for any liability incurred by, or claims asserted against, such Author by reason of your accepting any such warranty or additional liability.

8. Account Registration. You may need to register for an accenteasy account in order to place orders or access or receive any Products. Any registration information that you provide to us must be accurate, current and complete. You must also update your information so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your accounts.

9. Access to Hosted Services. Subject to the terms and conditions of this Agreement, Licensor grants you a non-exclusive right to access and use the Hosted Services during the applicable Subscription Term in accordance with this Agreement. If Licensor offers client software (e.g., a desktop or mobile application) for any Hosted Service, you may use such software solely with the Hosted Service, subject to the terms and conditions of this Agreement. You acknowledge that our Hosted Services are on-line, subscription-based products and that we may make changes to the Hosted Services from time to time.

10. Subscription Terms and Renewals. Hosted Services are provided on a subscription basis for a set term specified in your Order (“Subscription Term”). Except as otherwise specified in your Order, all subscriptions may automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates) unless you cancel your subscription by email. If you cancel, your subscription will terminate at the end of then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.

11. Credentials. You must ensure that all Authorized Users keep their user IDs and passwords for the Hosted Services strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. You are responsible for any and all actions taken using your accounts and passwords, and you agree to immediately notify Licensor of any unauthorized use of which you become aware.

12. Your Data. “Your Data” means any data, content, code, sound, images or other materials of any type that you upload, submit or otherwise transmit to or through Hosted Services. You will retain all right, title and interest in and to Your Data in the form provided to Licensor. Subject to the terms of this Agreement, you hereby grant to Licensor a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable Hosted Service to you and (b) for Hosted Services that enable you to share Your Data or interact with other people, to distribute and publicly perform and display Your Data as you (or your Authorized Users) direct or enable through the Hosted Service. Licensor may also access your account or instance in order to respond to your support requests.

13. Security. Licensor implements security procedures to help protect Your Data from security attacks. However, you understand that use of the Hosted Services necessarily involves transmission of Your Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of Your Data lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of Your Data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.

14. Storage Limits. There may be storage limits associated with a particular Hosted Service. These limits are described in the services descriptions on our websites or in the Documentation for the particular Hosted Service. Licensor reserves the right to charge for additional storage or overage fees at the rates specified on our website. We may impose new, or may modify existing, storage limits for the Hosted Services at any time in our discretion, with or without notice to you.

15. Deletion at End of Subscription Term. We may remove or delete Your Data within a reasonable period of time after the termination of your Subscription Term.

16. Support and Maintenance. Licensor will provide the support and maintenance services for the Products during the period for which you have paid the applicable fee. Support and Maintenance is subject to the terms of the Licensor Support Policy and will be provided at the support level and during the support term specified in your Order. The Licensor Support Policy may be modified by Licensor from time to time to reflect process improvements or changing practices. Support and Maintenance for Software includes access to New Releases, if and when available. You may use any New Releases that we provide to you during a valid support term in the same way that you use Software, and New Releases are included in the definition of Software in that case. “New Releases” are bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the Software that we make generally commercially available. You will be required to use the latest version of the software we release. Support for older versions may be with drawn after newer releases. Notification of new software clients will be provided in advance of any new release. Outages to the Hosted Services may be required to apply software updates or security patches, outages wil be kept to a minimum.

17. Delivery. We will deliver the applicable licence keys (in the case of Software) or login instructions (in the case of Hosted Services) to the email addresses specified in your Order when we have received payment of the applicable fees. All deliveries under this Agreement will be electronic. For the avoidance of doubt, you are responsible for installation of any Software, and you acknowledge that Licensor has no further delivery obligation with respect to the Software after delivery of the licence keys.

18. Payment. You agree to pay all fees in accordance with each Order. Unless otherwise specified in your Order, you will pay all amounts in U.K. pounds at the time you place your Order. All amounts are non-refundable, non-cancel-able and non-creditable. In making payments, you acknowledge that you are not relying on future availability of any Products beyond the current Licence Term or Subscription Term or any Product upgrades or feature enhancements. If you add Authorized Users during your Licence Term or Subscription Term, we will charge you for the increased number of Authorized Users pursuant to the then-currently applicable rates in your next billing cycle. You agree that we may bill your credit card for renewals, additional users, and unpaid fees, as applicable. If you purchase any Products through a Reseller, you owe payment to the Reseller as agreed between you and the Reseller, but you acknowledge that we may terminate your rights to use Products if we do not receive our corresponding payment from the Reseller.

19. Taxes. Your payments under this Agreement exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Licensor, you must pay to Licensor the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to Licensor any such exemption information, and Licensor will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

20. No-Charge Products. We may offer certain Products to you at no charge, including free accounts, trial use, and access to Beta Versions as defined below (“No-Charge Products”). Your use of No-Charge Products is subject to any additional terms that we specify and is only permitted for the period designated by us. You may not use No-Charge Products for competitive analysis or similar purposes. We may terminate your right to use No-Charge Products at any time and for any reason in our sole discretion, without liability to you. You understand that any pre-release and beta products we make available (“Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Products. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow you to access Beta Versions. All information regarding the characteristics, features or performance of Beta Versions constitutes Licensor’s Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Products, including any Support and Maintenance, warranty, and indemnity obligations.

Third Party Code in Licensor Products

Effective starting: June 28, 2015

This is a supplement to the Licensor Customer Agreement (the “Agreement”) and is included in the Agreement. Any capitalized terms used but not defined below have the meanings in the Agreement. The Products contain code and libraries that we licence from third parties. Some of these licences require us to flow certain terms down to you.

1. Open Source Software in the Products. The Products include components subject to the terms and conditions of “open source” software licences. To the extent applicable, we will identify open source software included in a Product in or through the Product itself. Some of these licences require us to provide the open source software to you on the terms of the open source licence instead of the terms of the Agreement. In that case, the terms of the open source licence will apply, and you will have the rights granted in such licences to the open source software itself, such as access to source code, right to make modifications, and right to reverse engineer. Notwithstanding the foregoing, if you are using the Products in the form provided to you, in accordance with your permitted Scope of Use, with no distribution of software to third parties, then none of these open source licences impose any obligations on you beyond what is stated in the Agreement.

2. Combining the Products with Open Source Software. A requirement of some open source licences, sometimes known as “copyleft licences,” is that any modifications to the open source software, or combinations of the open source software with other software (such as by linking), must be made available in source code form under the terms of the copyleft licence. To the extent you are separately authorized by Licensor to combine and distribute Products with any other code, you must make sure that your use does not: (i) impose, or give the appearance of imposing, any condition or obligation on us with respect to our Products (including, without limitation, any obligation to distribute our Products under an open source licence); or (ii) grant, or appear to grant, to any third party any rights to or immunities under our intellectual property or proprietary rights in our Products. To be clear, you may not combine or otherwise modify our Products unless we expressly give you the right to do so under this Agreement.

3. Commercial Third Party Code in the Products.

3.1 The Products also include components that we licence commercially from third parties (“Commercial Components”). For the avoidance of doubt, all of the restrictions for the Products in the Agreement also apply to Commercial Components. Commercial Components are also subject to some additional requirements as set forth below.

3.2 You may use Commercial Components only in conjunction with, as part of, and through the Products as provided by Licensor. You may not install, access, configure or use any Commercial Components (including any APIs, tools, databases or other aspects any Commercial Components) separately or independently of the rest of the Product, whether for production, technical support or any other purposes, or otherwise attempt to gain direct access to any portions of the Commercial Components, or permit anyone else (including your customers) to do any of these things.

3.3 Some Commercial Components may include source code that is provided as part of its standard shipment. Commercial Component source code will be governed by the terms for Commercial Components in this supplement. Accordingly, notwithstanding any other terms of the Agreement, you may not modify any Commercial Components. You will be financially responsible to the applicable third party licensor ("Commercial Component Licensor") for all damages and losses resulting from your or your Authorized User’s breach of this Section. You may not “benchmark” or otherwise analyze performance information for individual Commercial Component elements.

3.4 You understand that the applicable Commercial Component Licensor retains all ownership and intellectual property rights to the Commercial Component. Commercial Component Licensors (and any other third party licensors of any components of the Products) are intended third party beneficiaries of the Agreement with respect to the items they licence and may enforce the Agreement directly against you. However, to be clear, Commercial Component Licensors do not assume any of Licensor's obligations under the Agreement.

Copyright © 2015 Dominic Carlyle
Unless required by applicable law or agreed to in writing, software distributed under the Licence is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied.