Software License and Support Agreement for users of Recuva Technician Edition Software
This end-user license agreement is a legal agreement between you, as a business entity and Piriform.
The following terms have the following meanings: "Piriform" means Piriform Software Limited, a company incorporated in England under company number 8235567.
"License" means the license to use the Product as set out at paragraph 2 below.
"Product" means the software product known as Recuva Technician Edition including any new version provided to you by Piriform pursuant to this agreement;
"Services" means the Support Services (as defined in paragraph 3) and/or the Update Services (as defined in paragraph 4).
"Product Description" means the written description of the Product at www.piriform.com.
Piriform permits you to use the Product only in accordance with the terms of this agreement and this agreement and the License will terminate automatically without notice if you fail to comply with the terms of this agreement. Should this agreement terminate for any reason you must immediately cease all further use of the Product and destroy all copies of it.
2. PRODUCT LICENSE
Subject to and in consideration of payment of the applicable fee and you agreeing to abide by the terms of this License and subject to your compliance with the terms of this agreement, Piriform grants you a non-exclusive, non-transferable license to use the Product for the following purposes and in the following manner:
- You may use the Product to perform optimization services and repairs to devices;
- This license permits the number of technicians defined in your purchase to use the Product;
- Each technician can only have one Installation of the Product at any one time. The Product must NOT be left on end-user devices after use;
- You shall NOT be permitted to grant any sub-licenses of the Product;
- You may NOT resell, charge for, sub-license, rent, lease, loan or distribute the Product without our prior written consent. We reserve the right to withdraw any such consent (or part thereof) for any reason and without notice and to demand that you immediately cease any activity in respect of which permission is withdrawn;
- You may NOT repackage, translate, adapt, vary, modify, alter, create derivative works based upon, or integrate any other computer programs with, the Product in whole or in part;
- You may NOT use the Product to engage in or allow others to engage in any illegal activity;
- You may NOT transfer or assign your rights or obligations under this agreement to any person or authorize all or any part of the Product to be copied on to another user's computer; and
- You may NOT decompile, disassemble, reverse engineer or otherwise attempt to discover the source code of the Product except to the extent that you may be expressly permitted to reverse engineer or decompile under applicable law.
An "Installation" is defined as:
(i) the installation of one copy of the Product on an individual physical device which does not have Virtualization Capability (as defined below); or
(ii) each instance of the Product which is installed on a virtual machine operating on a device which has Virtualization Capability.
Where one copy of the Product is installed on a server providing remote access to users by means of Terminal Services or other services allowing multiple user profiles accessed at the same time from different remote locations, each user profile present on that server shall be deemed an Installation for the purposes of this clause.
"Virtualization Capability" means making a single physical device appear to function as multiple virtual resources.
3. SUPPORT SERVICES
Subject to and in consideration of payment of the applicable fee, Piriform shall provide the support services (the "Support Services") as set out in this paragraph 3.
3.1 Scope of Support
Piriform will endeavor to answer by email such number of your queries regarding the use or application of the Product as it deems reasonable. No representation or warranty is given that all queries will be responded to or responded to within a specified period of time. You shall assist Piriform in providing the Support Services by providing any assistance or information that it requires.
Queries should be submitted to Piriform using either of these methods:
- http://support.piriform.com using such user account details as given to you by Piriform after your support account is enabled.
- Email direct to Piriform using such email address as given to you by Piriform after your support account is enabled.
Upon receipt of full payment of the support fee, a user account will be automatically enabled for you on http://support.piriform.com and you will be sent an email notification confirming activation of your user account and confirming your user account details.
Save as expressly set out in this agreement, support fees and/or any applicable renewal fees are non-refundable.
3.2 Limits Of Support
Piriform shall only provide Support Services in respect of the most current version of the Product.
Piriform shall only provide Support Services up to and in respect of the number of Installations (as defined below) of the Product that you have specified and paid for under this agreement. You must purchase Support Services in respect of all Installations of the Product made by you; where you fail to do so the Support Services shall immediately terminate without notice, any without refund or liability to you.
4. UPDATE SERVICES
Subject to your payment of the applicable annual update fees and support fees for the relevant year, Piriform shall from time to time, via its website, make available new versions of the Product for you to download and use (the "Update Services").
5. TERM AND TERMINATION OF SERVICES
The Services shall start on the date on which Piriform sends a confirmatory email to you confirming full payment of the support and update fees and issuing your user account details, and shall continue for a period of 1 year or for such other period as we may agree with you in writing.
If you have purchased yearly subscriptions for the Support Services and/or Update Services, at the end of the year and any following year subject always to payment of the applicable license fees for each such renewal term, the Support Services and/or Update Services shall renew automatically for another year. Piriform (or its authorized agents or sub-contractors) will give you an opportunity to cancel your subscription in advance of the renewal date and will inform you of the renewal fees, unless you notify Piriform by email before renewal that you do not want to renew the Services.
Piriform may terminate the provision of Services at any time upon written notice to you. In such circumstances, Piriform will issue a pro-rata refund back onto the card originally used to pay. Furthermore, Piriform may terminate the Services immediately and without any liability to refund any payments to you if:
- You commit a material or persistent breach of this agreement;
- You become insolvent or unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986;
- You fail to make any renewal payment.
6. INTELLECTUAL PROPERTY RIGHTS
The Product contains intellectual property of Piriform and is protected by law. You acknowledge that all intellectual property rights in the Product anywhere in the world belong to Piriform, that rights in the Product are licensed (not sold) to you, and that you have no rights in, or to, the Product other than the right to use them in accordance with the terms of the License.
Piriform warrants to you that to the best of its knowledge, the Product does not infringe the UK intellectual property rights of a third party.
Piriform undertakes at its own expense to defend you against or, at its option, settle any claim or action brought against you alleging that your use or possession of the Product infringes the UK intellectual property rights of a third party. This paragraph 6 shall not apply where the claim or action in question is attributable to your use or possession of the Product other than in accordance with this agreement or the License or use of a non-current release of the Product. This paragraph 6 is conditional upon you promptly giving written notice to Piriform specifying the nature of the claim or action and you not making any admission or compromise. This paragraph 6 constitutes your sole remedy and Piriform’s only liability in respect of any such claims or actions.
7. WARRANTY AND DISCLAIMER
Piriform warrants that
- for a period of 90 days from the date of installation, when properly used the Product shall perform substantially in accordance with the functions described in the Product Description; and
- it has tested the Product for viruses using commercially available virus-checking software; and
- the Services will be performed with reasonable care and skill and in accordance with applicable UK laws and regulations.
If, within the period of 90 days from the date of installation you notify Piriform in writing of any defect or fault in the Product in consequence of which it fails to perform substantially in accordance with the Product Documentation, and such defect or fault does not result from you having amended the Product or used it in contravention of the terms of this License, Piriform will, at its sole option, repair or replace the Product, provided that you make available all information that may be necessary to assist Piriform in resolving the defect or fault, including sufficient information to enable Piriform to recreate the defect or fault.
8. LIMITATION OF LIABILITY
THE PRODUCT IS DELIVERED TO YOU 'AS IS' AND WITH ALL FAULTS. PIRIFORM DO NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE PRODUCT. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT AND TO THE EXTENT THAT ANY WARRANTY, CONDITION, REPRESENTATION OR TERM CANNOT BE EXCLUDED OR LIMITED BY LAW, WE MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR OTHER TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, SATISFACTORY QUALITY AND FITNESS FOR PURPOSE. THE PROVISIONS OF THIS PARAGRAPH 7 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT HOWSOEVER CAUSED.
PIRIFORM’S LIABILITY TO YOU FOR LOSSES SUFFERED BY YOU ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT HOWSOEVER ARISING (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) SHALL BE LIMITED [EACH YEAR] IN TOTAL TO THE CHARGES PAID BY YOU UNDER THIS AGREEMENT [IN THE YEAR IN WHICH THE LIABILITY AROSE].
IN NO CIRCUMSTANCES WILL PIRIFORM BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS, LOST INFORMATION, LOSS OF DATA NOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES. THE FOREGOING LIMITATIONS AND EXCLUSION APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION.
PIRIFORM WARRANTS TO YOU THAT THE SERVICES WILL BE PERFORMED WITH REASONABLE CARE AND SKILL AND IN ACCORDANCE WITH APPLICABLE UK LAWS AND REGULATIONS.
PIRIFORM’S LIABILITY TO YOU FOR LOSSES SUFFERED BY YOU ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT HOWSOEVER ARISING (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) SHALL BE LIMITED EACH YEAR IN TOTAL TO THE CHARGES PAID BY YOU UNDER THIS AGREEMENT IN THE YEAR IN WHICH THE LIABILITY AROSE.
NOTHING IN THIS AGREEMENT LIMITS PIRIFORM’S LIABILITY TO YOU IN THE EVENT OF DEATH OR PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE OR FOR FRAUD. THE PROVISIONS OF THIS PARAGRAPH 7 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT HOWSOEVER CAUSED.
9. LAW AND JURISDICTION
This agreement and any dispute or claim arising out of or in connection with it or 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.
- If any part of this agreement is found to be void and unenforceable it will not affect the validity of the remainder of this agreement, which shall remain valid and enforceable according to its terms.
- This agreement may only be varied in writing and signed by an authorized representative of Piriform.
- Updates may be licensed to you by Piriform with additional or different terms but Piriform has no obligation to provide any updates.
- This agreement is the entire agreement between you and us and supersedes any prior representations, undertakings or advertising relating to the Product and you acknowledge that in entering into this agreement you have not relied on any statement, representation, advertising, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement.
- Piriform is entitled to transfer or assign any of its rights or obligations under this Agreement.