THIS IS A LEGAL AGREEMENT. BY ACCESSING THIS WEB SITE OR USING ANY SERVICE PROVIDED HEREIN, YOU ACCEPT AND AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS. Please read the following very carefully before proceeding:
Parties. The parties to this Agreement are you, a visitor to this web site ("You"), and the owner and operator of this web site: CNL Software, a limited liability company registered in England (number 03739088) whose registered office is at Building 11, Watchmoor Park, Camberley, Surrey, GU15 3YL, United Kingdom ("CNL Software") with VAT Registration No. GB 720 6841 48. All references to "us", "this web site" or "this site" shall be construed to mean CNL Software or CNL Software's web site as applicable. If the user is not an individual, then "You" means Your company, its officers, members, agents, successors and assigns.
Prohibited Conduct. You agree (i) not to use this site to upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; (ii) not to interfere or disrupt this site or any networks connected to this site; (iii) not to use any device, software or routine or attempt to interfere with the proper functioning of this site or any transactions being offered at this site; (iv) not to take any action that imposes an unreasonable or disproportionately large load on CNL Software's infrastructure; (v) not to use this site to collect or harvest personal information, including, without limitation, financial information, about other participants at this site; and (vi) not to impersonate any person or entity or falsely state or otherwise misrepresent Your affiliation with a person or entity. You agree not to use the services, products, or downloads available at this site for illegal purposes, and to comply with all regulations, policies and procedures of networks connected to this site.
Compliance with Laws. You shall comply with all applicable laws and regulations relating to any service, product, or download associated with this site.
Separate Licence Agreement(s). You may acquire software and/or content from CNL Software by download from this site, or otherwise directly from CNL Software. You agree that your use of such software and/or content shall be strictly in accordance with the applicable licence agreement(s).
Copyrights. The copyright in all material provided on this site is owned by CNL Software or by CNL Software's licensor(s). You acknowledge and agree that this site contains proprietary information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that information presented to You through this site, including text, graphics, logos, icons, images and software, and the arrangement and compilation of such content, are the property of CNL Software or its content suppliers and is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. CNL Software does not grant any licence or authorisation to any user of its copyrightable material or other intellectual property, by placing them on this site. Furthermore, except as stated herein, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of CNL Software or the copyright owner. However, You may print a copy of the information on this site for Your personal, non-commercial internal use or records. In so doing, You may not modify the materials and You agree to retain all copyright and other proprietary notices contained in the materials. This permission does not give You any ownership rights in the information and terminates automatically if You breach any of these terms or conditions. If You make any other use of this site, except as otherwise provided herein, You may violate copyright and other laws of England, as well as applicable international laws, and may be subject to penalties.
Trademarks. The trademarks, service marks, and logos (the "Trademarks") used and displayed on this site are registered and unregistered Trademarks of CNL Software and others. Nothing on this site should be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any Trademarks displayed on this site, without the written permission of the Trademark owner. CNL Software aggressively enforces its intellectual property rights to the fullest extent of the law. The Trademarks may not be used in any way, including in advertising or publicity pertaining to distribution of materials on this site, without prior, written permission. CNL Software prohibits use of any of the forgoing names or marks as a metatag or as a "hot" link to any CNL Software site unless establishment of such a link is approved in advance by CNL Software in writing. If You have any questions regarding any trademarks on this site, please contact CNL Software.
Links. This site may provide links to other Internet sites. CNL Software is not responsible for the availability of such other sites and does not endorse and is not responsible or liable for any content, products or other materials available on such other sites. Links to external web sites do not constitute an endorsement by CNL Software of those sites or the sponsors of such sites or the content, products, advertising or other materials presented on such sites. Further, CNL Software reserves the right to terminate any link or linking program at any time. CNL Software does not author, edit, or monitor these unofficial pages or links. You further acknowledge and agree that CNL Software shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any information, goods or services available on or through any such site. If You decide to access any of the third party sites linked to this site, You do this entirely at Your own risk.
Participation In Promotions Of Advertisers. You may enter into correspondence with or participate in promotions of advertisers promoting their products or services on this site ("Advertisers"). You acknowledge and agree that any such correspondence or participation, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between You and Advertiser. CNL Software shall have no liability, obligation or responsibility whatsoever arising out of or in connection with any such correspondence or participation or transactions.
Monitoring. You acknowledge that CNL Software or its designees reserves the right to, and may from time to time, monitor any and all activity or information transmitted or received through this site. CNL Software, in its sole discretion and without further notice to You, may (but is not obligated to) review, censor or prohibit any activity or the transmission or receipt of any information which CNL Software deems inappropriate (such as that specified in above) or that violates any term or condition of this agreement. During monitoring, information may be examined, recorded, copied, and used for authorised purposes. Use of this site, authorised or unauthorised, constitutes consent to such monitoring. Unauthorised uses and unauthorised users of this site will be prosecuted to the full extent of the law.
NO WARRANTIES. THIS SITE AND ALL INFORMATION CONTAINED ON THIS SITE, AND EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN A LICENCE AGREEMENT FOR SOFTWARE OR CONTENT, ALL GOODS AND SERVICES OBTAINED THROUGH THIS SITE, ARE PROVIDED ON AN "AS IS" BASIS FROM CNL SOFTWARE AND ITS INFORMATION PROVIDERS, CNL SOFTWARE AND ITS AFFILIATES AND CONTENT PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATING TO THIS AGREEMENT, THE PERFORMANCE UNDER THIS AGREEMENT, THE SERVICES AVAILABLE ON THIS SITE, THE OPERATION OF THE SOFTWARE AVAILABLE ON THIS SITE, THE TRANSACTIONS PERFORMED ON THIS SITE, OR THE INFORMATION, CONTENT, MATERIALS AND/OR PRODUCTS INCLUDED ON THIS SITE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, EACH OF CNL SOFTWARE AND CNL SOFTWARE'S AFFILIATES AND CONTENT PROVIDERS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR P URPOSE, TITLE AND/OR NONINFRINGMENT. YOU ASSUME THE ENTIRE RISK OF SELECTION AND USE OF THE CONTENT AVAILABLE AT THIS SITE. WITHOUT LIMITING THE FOREGOING, NONE OF CNL SOFTWARE NOR CNL SOFTWARE'S AFFILIATES OR CONTENT PROVIDERS MAKES ANY WARRANTY THAT (i) THE GOODS OR SERVICES OFFERED ON THIS SITE WILL MEET YOUR REQUIREMENTS, (ii) THE GOODS OR SERVICES OFFERED ON THIS SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE GOODS OR SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE CONTENT OR INFORMATION AVAILABLE ON THIS SITE IS COMPLETE, ACCURATE OR AVAILABLE, OR (v) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CNL SOFTWARE OR THROUGH THIS SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
LIMITED LIABILITY. CNL SOFTWARE AND ALL OF CNL SOFTWARE's AFFILIATES AND CONTENT PROVIDERS AND THEIR RESPECTIVE SHAREHOLDERS AND AFFILIATES SHALL NOT BE LIABLE FOR ANY LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, LOST PROFITS OR GOODWILL, OR OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS AND WHETHER OR NOT THEY HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST YOU. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE GOODS OR SERVICES PROVIDED ON THIS SITE OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. YOU FURTHER AGREE IF YOU BECOME ENTITLED TO ANY RECOVERY, THAT YOUR RECOVERY SHALL BE LIMITED TO THE AMOUNT OF FEES OR PAYMENTS MADE TO CNL SOFTWARE, IF ANY, FOR THE SERVICE, SOFTWARE OR CONTENT AT ISSUE.
Indemnity. You shall indemnify, defend, and hold harmless CNL Software and its content providers and their respective shareholders, affiliates, employees, agents, successors, officers, and assigns, from any suits, losses, claims, demands, liabilities, costs and expenses (including legal and accounting fees) that they may sustain or incur arising from (i) Your use of the software available at or downloaded from this site, (ii) Your failure to comply with any applicable laws and regulations (including without limitation those regarding the export of products or technology abroad) or to obtain any licences or approvals from the appropriate government agencies necessary to purchase or sell the subject goods and services, (iii) Your use of the content available on this site in any way contrary to this agreement, (iv) Your breach of any of Your representations, warranties or obligations set forth in this agreement, (v) the sale, purchase, transportation, delivery, use or disposal of any CNL Software service, product, or download associated with this site or available through other sites, or any loss suffered by or harm to any person or property in any way relating to or caused in whole or in part by Your use of this site or any service, product, or download associated with this site, and (vi) any taxes attributable to the relating to any service, product, or download associated with this site.
Beneficiaries of this Agreement; No Other Agreements. The rights and limitations in this agreement are for the benefit of CNL Software and each of CNL Software's content providers, each of which shall have the right to enforce its rights hereunder directly and on its own behalf.
Termination. You agree that CNL Software may, at its sole discretion, deny You access to this site and disable any user name and password associated with You for any reason, including, without limitation, if CNL Software believes that You have violated or acted inconsistently with the letter or spirit of this agreement. CNL Software reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the services offered under this site (or any part thereof) with or without notice. You agree that CNL Software shall not be liable to You or to any third party for any modification, suspension or discontinuance of the services offered under this site.
Controlling Law. This Agreement shall be construed under the laws of England. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. Jurisdiction And Venue. You and CNL Software agree to submit to the exclusive personal jurisdiction of the English courts in all legal proceedings arising under this Agreement.
BY ACCESSING THIS WEB SITE OR USING ANY SERVICE PROVIDED HEREIN YOU AFFIRM THAT YOU HAVE READ THIS ENTIRE AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, PLEASE EXIT THIS SITE.
Last Update: February 24, 2014