Webspoke Internet Solutions ('Licensor'), whose
registered business address is 7 Norman Road, Hove, East Sussex,
BN3 4LS, UK, hereby grants you ('Licensee') a non-exclusive,
non-transferable Licence to access and use a single copy of
the AuctionTeq software including all help files, ASP script
files and databases (collectively referred to as "the Software").
The copyright, database rights and all other intellectual property
rights in the Software remain the property of Licensor.
By registering with AuctionTeq
and clicking on the icon to purchase and use the software,
Licensee is deemed to accept the terms of this Agreement. The
Commencement Date shall be the date when Licensee clicks
on the said icon.
3. USE OF THE SOFTWARE
For the purposes of this Licence "Use" shall
mean and include:
utilisation of the Software by copying,
transmitting or loading the same into the temporary
memory of a personal computer, or Internet web server
for the processing of the instructions or statements
contained in such Software;
copying the Software for back-up or archive
purposes provided that no more than a single copy will
be in existence under any Licence at any one time without
prior written consent from the Licensor or as otherwise
permitted by law;
utilising (but non copying) the instructional and/or
operational manuals relating to the Software.
The Software is owned by the Licensor or
its suppliers and is protected by copyright laws and international
treaty provisions. The Licensee may either (a) make a single
copy of the Software solely for backup or archival purposes,
or (b) transfer the Software to a single hard disk provided
the Licensee keeps the original solely for backup or archival
purposes. The Licensee must reproduce and include the copyright
notice on any copy. The Licensee may not copy the written
materials accompanying the Software.
5. LICENSOR'S OBLIGATIONS
On registration, Licensee has the option either
to request Licensor to provide Licensee with a domain name registration
for Licensee's e-commerce auction site, or to request Licensor
to host Licensee's existing domain name.
If Licensee requests that Licensor provides
Licensee with a domain name for Licensee's e-commerce
auction site, Licensor agrees to obtain a domain name
registration for a domain name as requested by Licensee.
In the event that such a domain name cannot be registered,
Licensor will request that Licensee provide an alternative
domain name, which Licensor will then attempt to register
on behalf of Licensee.
If Licensee requests that Licensor hosts
Licensee's existing domain name then Licensor shall effect
the transfer of the domain name to Licensor's server (where
6. LICENSEE'S OBLIGATIONS
The Licensee undertakes
not to perform any of the acts referred to in this sub-clause
6.1 except to the extent and only to the extent permitted
by law to the Licensee as a lawful user of the Software
and only then for the specific limited purpose permitted
by law or hereunder. The Licensee undertakes:
not to copy the Software
(other than for normal System operation and as specified
in Clause 3 above) nor otherwise reproduce the same
provided that the Licensee may copy the Software
for back-up purposes or incidentally, in the course
of converting the Software in accordance with Clause
not to translate,
adapt, disassemble, decompile, reverse engineer,
vary or modify the Software, except where express
permission has been granted by Licensor;
not to remove, obscure or alter
any notice of patent, copyright, trademark or other
proprietary notice on the Software; Removal of the
copyright notice is only permitted pursuant to Clause
not to sub-License, distribute,
rent, lease, or otherwise transfer the Software or
any unique access code or copy the Software;
not to use the Software to attract
customers away from the Licensor or to procure commercial
advantage over the Licensor or to use it in any other
way which is likely to be detrimental to the Licensor
or its business;
not to enable a third party to
do any of the acts set out in this Clause 6.1.
This Agreement permits the Licensee to access and use the
Software, which will reside on Licensor's server or a server
authorised by Licensor, to enable Licensee to design, construct
and operate 1 (one) e-commerce auction site that will be accessed
by other users via the Internet.
To provide accurate and truthful registration information.
To maintain accurate and up-to-date records of the number
and location of all copies of the Software
To supervise and control use of the Software in accordance
with the terms of this Licence.
To ensure that its employees, agents and other parties
who will use the Software are notified of this Licence
and the terms hereof prior to such employee, agent or party
using the same.
To reproduce and include the copyright notice of the
Licensor on all and any copies, whether in whole or in
part, in any form, including partial copies or modifications
of the Software made herein. Removal of the copyright notice
is only permitted pursuant to Clause 8.4 below.
Not to provide or otherwise make available the Software
in whole or in part in any form in connection with or in
conjunction with or as part of any Managed Service or to
any person other than as specified in Clause 6.7 above
without prior written consent from the Licensor. For the
purpose of this Clause 6.9 "Managed Service" shall
mean any commercial time sharing rental, bureau service
or outsourcing agreement or arrangement.
Within fourteen (14) days after the date of termination
or discontinuance of this Licence for whatever reason,
to destroy the Software and all updates, upgrades or copies,
in whole and in part, in any form including partial copies
or modifications of the Software received from the Licensor
or made in connection with this Licence, and all documentation
The Licensee acknowledges that the Software
is not error-free and agrees that the existence of such
errors shall not constitute a breach of this Licence.
In the event that the Licensee discovers a material
error which substantially affects the Licensee's use of the
same and notifies the Licensor of the error within ninety (90)
days from the date of the first use of the Software (the 'warranty
period') the Licensor shall use all reasonable endeavours to
correct by patch or new release that part of the Software which
does not so comply provided that such non-compliance has not
been caused by any modification, variation or addition to the
Software not performed by the Licensor or caused by its incorrect
use, abuse or corruption of the Software or by use of the Software
with other Software or on equipment with which it is incompatible.
To the extent permitted by law, the Licensor disclaims all
other warranties with respect to the Software, either express
or implied, including but not limited to any implied warranties
or terms and conditions of satisfactory quality or fitness for
any particular purpose. Specifically the Licensor does not warrant
that the functions mentioned in the Software will meet the Licensee's
Once Licensee has accepted the terms of this
Agreement by clicking on the icon to purchase and use the
Software, Licensee will immediately be invoiced for the
sum due, payable to Licensor. Such invoice will be
sent to the address as per the registration details provided
by Licensee. This sum will be payable to Licensor
within 14 (fourteen) days of receipt of the invoice.
On the yearly anniversaries of the Commencement
Date, Licensor shall issue an invoice for annual hosting
and Licence renewal. If Licensee wishes to extend
the term of the Licence in accordance with Clause 9 of
this Agreement, then such invoices shall be payable within
14 (fourteen) days of receipt.
If the payments referred to at Clauses 8.1 and 8.2 above are
not received within the 14 (fourteen) day period, then Licensee's
rights to access and use the Software will terminate forthwith
and access will be denied.
If Licensee wishes to remove the copyright notice and/or
hyperlink text ('Auction Software powered by auctionteq.biz')
from the footer of the e-commerce auction site Software, a
fee of £600 + VAT will be payable to Licensor.
Upon written request from Licensee, Licensor will issue an
invoice for the sum above, payable within 14 (fourteen) days
9. TERM AND TERMINATION
This Agreement shall continue for an initial
term of 12 (twelve) months from the Commencement Date.
This Agreement shall continue for further
terms of 12 (twelve) month periods provided that Licensee
makes payments to Licensor as set out in Clause 8.2 above.
This Agreement shall terminate immediately and automatically
if Licensee fails to abide by any of the terms set out
in this Agreement. Further, Licensor expressly retains
the right to claim damages against Licensee for breaches
of Clause 6.1 above.
Upon termination, the Licence granted to Licensee pursuant
to Clause 1 above shall cease immediately. Further,
all obligations on Licensor shall immediately come to an
end, particularly those obligations set out in Clause 5.1
above in relation to hosting the Licensee’s e-commerce
The Licensor may by notice in writing to the Licensee
terminate this Licence if:
the Licensee is in breach of any term,
condition or provision of this Licence or required
by law and fails to remedy such breach (if capable
of remedy) within thirty (30) days of having received
written notice from the Licensor specifying such
if Licensee ceases to carry on business
or a substantial part thereof or enters into liquidation
whether compulsory or voluntary other than for the
purpose of amalgamation or reconstruction or compounds
with its creditors generally or has a receiver or
manager or administrator appointed over all or any
part of its assets or becomes unable to pay its debts
as they fall due.
Upon termination, the Licensee shall comply with its
undertaking specified in Clause 6.10 above.
Either party may terminate this Licence by giving the
other party not less than thirty (30) days written notice.
Termination, howsoever or whenever occasioned shall be
subject to any rights and remedies the Licensor may have
under this Licence or under law.
10. HOSTING TERMS
This Clause 10.1 sets out the obligations on Licensee
operating Licensee's e-commerce auction site in conjunction
with using Licensor's web hosting service.
Licensee agrees that it is solely responsible
for all material posted on Licensee's e-commerce auction site.
Licensee acknowledges that Licensor does not screen material
posted by Licensee on Licensee's e-commerce auction site.
However, Licensor reserves the right (but is not obliged) to
delete any material from Licensee's e-commerce auction site
that breaches the terms of this Agreement or is in any way unlawful.
Licensee shall not on Licensee's e-commerce auction site:
post material that is harmful, unlawful,
pornographic, obscene or in any way objectionable;
post material that infringes any third
party intellectual property rights;
post material that contains computer viruses or
is in any way likely to cause damage to hardware,
software or telecommunications equipment; and
post material that will interfere with or disrupt the
operation of Licensor's server.
1. LICENSOR’S LIABILITY
The Licensor shall not be liable to the Licensee
for any loss or damage whatsoever or howsoever caused arising
directly or indirectly in connection with this Licence,
the Software, its use or otherwise.
The Licensor expressly excludes liability
for indirect, special, incidental or consequential loss
or damage which may arise in respect of the Software, its
use, the System or in respect of other equipment or property,
or for loss of profit, business, revenue, goodwill or anticipated
The Licensor does not exclude liability for death or
personal injury to the extent only that the same arises
as a result of the negligence of the Licensor, its employees,
agents or authorised representatives.
If the Licensor is unable through no act or default of
the Licensee to secure the correction of defects in the
Software in accordance with and during the ninety (90)
day warranty period and where the Software is totally unusable
due to the defect, Licensee may reject it by sending written
notice to the Licensor within fourteen (14) days of receipt
of notice from the Licensor that the Licensor is unable
to correct or procure the correction of such defects.
12. INTELLECTUAL PROPERTY RIGHTS
The Licensee acknowledges that any and all of
the copyright, trademarks, trade names, patents and other intellectual
property rights subsisting in or used in connection with the
Software including but not limited to all documentation and
manuals relating thereto, all images, animations, audio music
and text incorporated into the Software remain the sole property
of the Licensor. The Licensee agrees to immediately notify the
Licensor of any actual or suspected infringement and the Licensee
also agrees not to use any of the Licensor's trademarks as any
part of the name under which the Licensee conducts its business.
13. CONFIDENTIAL INFORMATION
If during the performance of its obligations under
this Licence either party ('the Receiving Party') is exposed
to any information of the other ('the Disclosing Party') which
the Disclosing Party identifies as being of a confidential or
sensitive nature, the Receiving Party shall respect the confidentiality
of such information and will not use it save insofar as its
use is necessary in the performance of its obligations under
this Licence and the Receiving Party shall restrict dissemination
of such information to its employees on a need-to-know basis.
The obligations accepted by the Receiving
Party under Clause 13.1 above shall not apply to any material
is already known to the Receiving Party;
is public knowledge or enters the public
domain without fault on the Receiving Party's part; or
is lawfully received from a third party; or
is ordered to be disclosed by a court or other
tribunal of competent jurisdiction.
The obligations upon the Receiving Party under Clause 13.1
shall not oblige the Receiving Party to exercise a higher degree
of care towards the Disclosing Party's confidential information
than it does towards its own information of a like nature.
14. FORCE MAJEURE
The Licensor shall be under no liability to the
Licensee in respect of anything which, apart from this provision,
may constitute breach of this Licence arising by reason of force
majeure, where such event is beyond that party's reasonable
The Licensee shall not assign or otherwise
transfer all or any part of the Software or this Licence
without the prior written consent of the Licensor.
No delay, neglect or forbearance
on the part of either party in enforcing its rights or
any of them against the other shall be construed as a
waiver or in any way prejudice any of its rights hereunder.
The headings of the terms and conditions
herein contained are inserted for convenience or reference
only and are not intended to be part of or to affect the
meaning or interpretation of any of the terms and conditions
of this Licence.
In the event that any of these terms and
conditions or provisions shall be determined by any competent
authority to be invalid, unlawful or unenforceable to any
extent, such terms, condition or provision shall to that
extent be severed from the remaining terms, conditions
and provisions which shall continue to be valid to the
fullest extent permitted by law.
This Agreement shall be governed by and
construed in accordance with the laws of England and shall
be subject to the jurisdiction of the English Courts.
Any notice, instruction or other document to be
given by either party to the other hereunder may be left at
or sent by pre-paid post, telex or confirmed facsimile transmission
(as appropriate) to the address specified above or such other
address notified by either party to the other for such purpose.
The provisions of Clauses 6, 8, 9, 11, 12,
17, and 18 shall survive termination of this Licence.
22. ENTIRE AGREEMENT
This Agreement supersedes all prior agreements
and arrangements of whatever nature and sets out the entire
agreement and understanding between the parties relating
to its subject matter. Nothing in this clause shall relieve
either party of liability for fraudulent misrepresentations
and neither party shall be entitled to any remedy for either
any negligent or any innocent misrepresentation except
to the extent (if any) that a court or arbitrator may allow
reliance as the same as being fair and reasonable.