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License terms

Spike Demonstration version

Software Licence Agreement & Terms & Conditions

Your use of this product is subject to our standard terms and conditions.  If you don’t accept the provisions as set out in below then you should not install, access or use this product in any way.

  1. LICENCE GRANT
  • When the User accesses any webpage containing the demonstration version of Spike “the Software”, Hal Software hereby grants the User, in consideration of the User’s acceptance and continued observance of the terms of this Agreement, a non-assignable, non-transferable, non-exclusive licence to use the Software, on a single computer, on the terms and conditions contained herein. Copyright and other intellectual property rights in the Software shall at all times remain vested in Hal Software and the User’s rights in the Software shall be limited to those of a user licensed under the terms of this Agreement, such use also to be limited to the User’s internal business purposes only.
  • Your right to use the software will continue indefinitely (unless the Agreement is ended as described below).
  1. WARRANTY

2.1        THE WARRANTIES SET OUT IN THIS CLAUSE 2 ARE IN LIEU OF ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE COMMON LAW OR OTHERWISE INCLUDING, WITHOUT LIMITATION, THE IMPLIED TERMS OF SATISFACTORY OR MERCHANTABLE QUALITY, FITNESS FOR PURPOSE AND DESCRIPTION WHICH ARE HEREBY SPECIFICALLY AND UNRESERVEDLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.  HAL SOFTWARE DOES NOT WARRANT THAT THE SOFTWARE WILL MEET THE USER’S REQUIREMENTS OR THAT THE OPERATION OF IT WILL BE UNINTERRUPTED OR ERROR FREE.  HAL SOFTWARE DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OF THE SOFTWARE OR THE RESULTS OF SUCH USE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.  NO ORAL OR WRITTEN COMMUNICATIONS BY OR ON HAL SOFTWARE’S BEHALF SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES HAL SOFTWARE HAS GIVEN.

  1. LIABILITY

3.1        HAL SOFTWARE SHALL NOT BE LIABLE IN CONTRACT, TORT OR OTHERWISE FOR LOSS OF PROFITS (DIRECT OR INDIRECT) LOSS OF REVENUE, LOSS OF ANTICIPATED SAVINGS LOSS OF GOODWILL OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE, HOWSOEVER ARISING, EVEN IF SUCH LOSS OR DAMAGE RESULTED FROM ITS NEGLIGENCE OR WAS REASONABLY FORESEEABLE OR HAL SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF THE USER INCURRING THE SAME.

3.2        HAL SOFTWARE’S TOTAL LIABILITY WHETHER IN CONTRACT, TORT OR OTHERWISE RELATING TO THE SOFTWARE, THE PERFORMANCE OR NON-PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE ARISING OUT OF OR IN RELATION TO THIS AGREEMENT SHALL BE LIMITED TO THE PURCHASE PRICE OF THE SOFTWARE.

  1. COPYING OF PROPRIETARY INFORMATION

The User agrees not to reproduce, copy or duplicate translate, adapt, arrange or alter any part of or all of the Software and to prevent its agents, employees and representatives from copying, translating, adapting, arranging, altering or duplicating any part of or all of the Software, without the prior written consent of Hal Software. Should any portion of the Software be copied or duplicated for any reason the User shall immediately notify Hal Software of the circumstances surrounding such event and shall assist Hal Software in enforcing its rights against any parties who are in violation of this Agreement.

  1. INDEMNIFICATIONS

Hal Software do not indemnify the User in any way with respect to any infringement or alleged infringement of any intellectual property right resulting from the use of the Software or any related materials.

  1. LICENCE MANAGER TECHNOLOGY

The software also contains technology which checks specific information that is directly relevant to your use of the software and which is contained in your computer, as against our records to make sure that the software is being used as intended, in a manner to ensure legal compliance and for trouble shooting any problems. We may also use the information we collect about your usage in our development work. You agree that we may use this technology in the software. Please be aware that if your usage of the software is not as intended, we will contact you, and continued non-authorised usage may result in this agreement ending.

  1. TERMINATION

Hal Software may terminate this Agreement at any stage without reason.

  1. NON-TRANSFERABLE LICENCE

The User acknowledges that the Software is the sole property of Hal Software and agrees not to assign, sub-licence or otherwise transfer the Software in any manner from the original single computer or single network computer upon which it was initially installed for use without:-

(i)         notifying Hal Software promptly in writing; and

(ii)        prior written consent of Hal Software.

  1. BINDING AGREEMENT; ENTIRE AGREEMENT

Upon acceptance of this Agreement by both parties, this Agreement shall constitute the entire Agreement between the parties and shall supersede all other oral or written agreements, representations, understandings or communications between the parties. Hal Software shall not be bound by additional provisions or provisions at variance herewith that may appear in the User’s acknowledgement, purchase order, or in any other communication between the User and Hal Software.   Any product updates to the Software that may be supplied by Hal Software will be governed by the same terms and conditions of this Agreement.

  1. DATA PROTECTION

10.1      Hal Software may be provided with or collect information about the User which includes personal data (for the purposes of applicable data protection legislation) of the User’s employees and agents.

10.2      Hal Software will use such personal data for the purposes of administration, providing the User with any services that Hal Software at its sole discretion may provide to the User and as may be otherwise required by law or applicable regulatory or governmental authorities.  Hal Software may also wish to use such personal data for the purposes of contacting the User (via the User’s employees or agents) about products and services which Hal Software or other members of Hal Software’s group (or carefully selected third parties) offer and which Hal Software believe may be of interest to the User. The User shall ensure that any disclosure of personal data made by it or by its employees or agents which relates to the User’s employees or agents is only made following notification by the User to data subjects of the purposes (as specified in this clause 9) for which their personal data may be processed by or on behalf of Hal Software, and is otherwise fair and lawful.  If the User does not wish the User’s employees or agents to receive such communications or they do not wish to receive such communications, indicate this by notifying Hal Software of this fact at any time after entering into this Agreement.

  1. MODIFICATION / WAIVER

This Agreement may not be modified except by a written addendum signed by duly authorised representatives of both parties. No term or provision shall be deemed waived and no breach consented to unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented.

  1. ASSIGNMENT

The User may not assign, transfer or otherwise dispose of its rights and obligations under this Agreement without the prior written consent of Hal Software.  This Agreement is assignable by Hal Software.

  1. NOTICES

All notices and other communications provided for or permitted under this Agreement shall be sufficient if contained in writing and delivered by hand, or by prepaid registered mail or by facsimile transmission. All such notices or communications shall be deemed received on delivery if delivered by hand, or after 2 working days if sent by prepaid registered mail or on the following working day if sent by facsimile transmission.

  1. SURVIVAL

The User’s obligations under paragraphs 2, 3 and 4 shall survive the termination of this Agreement.

  1. SEVERABILITY

If any provision of this Agreement shall be held void, unenforceable or contrary to law, such provision shall be deemed to have been excluded from this Agreement ab initio and shall not affect any other provision of this Agreement, the remainder of which shall be construed as if the excluded provision had never formed part of it.

  1. HEADINGS

The headings in this Agreement are for convenience only and do not in any way affect the construction or interpretation of the clauses in the Agreement.

  1. THIRD PARTY MATTERS

17.1      No third party shall have any right to enforce the terms of this Agreement and the provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply.

17.2      You acknowledge that the Software may enable or assist you to submit data to, access the website content of, correspond with, and purchase products and services from, third party interfaces and that you do so solely at your own risk.  We make no representation or commitment and will have no liability or obligation whatsoever in relation to the submission of data, content or use of, or correspondence with, any such third-parties, or any transactions completed, and any contract entered into by you, with any such third party.  Any contract entered into and any transaction completed via any third-party interface is between you and the relevant third party, and not us.  We recommend that where appropriate you refer to the third party’s terms and conditions prior to using the relevant third-party website and services.  We do not endorse or approve any third-party services, website or interface nor the content of any of the third-party website made available via the Software.

  1. GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of Ireland (excluding Northern Ireland) and the parties hereby submit to the non – exclusive jurisdiction of the Irish courts.

Hal Software Limited, Ashgrove House, Kill Avenue, Dun Laoghaire, Co. Dublin

Tel:  353-1-280 4839 Fax: 353-1-289 2353  www.hal-software.com