Terms of Use in respect of the Westerly Media Limited Product known as "LightUp 365"
This agreement grants you specific rights for using the software and content provided as part of the software subscription called LightUp 365 (the "Product").
This agreement is provided by Westerly Media to you in accordance with the following license terms that are an agreement between Westerly Media and you. Please read them. They apply to the software and content named above, which includes the media on which you received it, if any. The terms also apply to any:
Updates
Supplements
Internet-based services
Support services
for this software or content, unless other terms accompany those items. If so, those terms apply.
BY USING THE SOFTWARE OR CONTENT, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO NOT USE THE SOFTWARE OR CONTENT.
If you comply with these license terms, you have the rights below.
INSTALLATION AND USE RIGHTS. You may use an unlimited number of copies of the software and content in your Office 365 environments, including test environments, staging environments, backup environments, disaster recovery environments, and production environments. 
SCOPE OF LICENSE. The software and content is licensed as a subscription, not sold. This license only gives you some rights to use the software and content. Westerly Media Limited reserves all other rights. Unless applicable law gives you more rights despite this limitation, you may use the software and content on a world-wide, enterprise-wide, non-exclusive, term-based license as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the software and content that only allow you to use it in certain ways. 
You may not: 
Work around any technical limitations in the software or content;
Reverse engineer, decompile or disassemble the software or content, except and only to the extent that applicable law expressly permits, despite this limitation;
Publish the software or content for others to copy;
Transfer the software or content or this agreement to any third party
EXPORT RESTRICTIONS. The software and content is subject to United Kingdom export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software and content. These laws include restrictions on destinations, end users and end usage 
ENTIRE AGREEMENT. This agreement, and the terms for supplements, updates, Internet-based services and support services that you use, are the entire agreement for the software and content and support services 
APPLICABLE LAW. This agreement is subject to United Kingdom of Great Britain and Northern Ireland law. English law governs the interpretation of this agreement and applies to claims for breach of it 
REPRESENTATIONS AND WARRANTIES AND DISCLAIMER OF WARRANTIES. Westerly Media represents and warrants that it is the exclusive author of the software and content and that the sale of the software and content is not in any way a violation of any copyright or trademark or intellectual property of any third party. Westerly Media further represents and warrants that all rights, title, and interest in the intellectual property in the software and content including all copyrights, patents, and trade secrets therein, including, but not limited to, all videos and documentation and manuals relating thereto are the sole and exclusive property of Westerly Media. Westerly Media Limited further represents and warrants that the Software will achieve in all material respects the functionality described in any documentation provided by us or made available to you and that functionality shall be maintained during the term. Notwithstanding the foregoing, the software and content is licensed “as-is.” Westerly Media gives no other express warranties, guarantees or conditions. To the extent permitted by applicable law, Westerly Media excludes the implied warranties of merchantability, and fitness for a particular purpose. 
LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES. Except with regard to damages or losses resulting from the indemnity requirements in Section 8 below, the maximum amount you can recover from Westerly Media Limited or its suppliers is the license price you paid for the software if it does not perform as advertised by Westerly Media. In the case of any damages or claims for damages, the maximum amount you can recover from Westerly Media Limited or its suppliers is GBP £5.00. You cannot recover any other damages, including consequential, lost profits, special, indirect or incidental damages. This limitation applies to a) Anything related to the software, services, content (including code) on third party Internet sites, or third party programs; b) Claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law. It also applies even if Westerly Media Limited knew or should have known about the possibility of the damages. 
INDEMNITY. Westerly Media Limited shall indemnify, defend and hold Customer, its Affiliates and their respective officers, directors, employees and agents, harmless against all losses, damages, costs or expenses, including attorneys’ fees, resulting from any claim, action, or proceeding brought by a third party: a) For any claim of infringement of copyrights, patents, trademarks or other proprietary rights arising from use of the software and content; b) For any breach of Westerly Media representations, warranties or obligations under this agreement. 
FORCE MAJEURE. Neither party shall be under any liability to the other or any other party in any way whatsoever for destruction, damage or delay arising out of circumstances beyond its reasonable control, including but not limited to war, rebellion, civil commotion, strikes, lock-outs and industrial disputes, fire, theft, explosion, earthquake, act of God, flood, drought or bad weather, the unavailability of deliveries, supplies, products, disks or other media or the requisitioning or other act or order by any government department, council or other constituted body. Notwithstanding the foregoing, each party shall use all reasonable endeavours to continue to perform, or resume performance of, such obligations hereunder for the duration of such force majeure. If either party is affected by force majeure, it shall promptly notify the other in writing of the nature and extent of the circumstances in question, and the length of time for which it is estimated such circumstances shall subsist. In the event that either party is affected by force majeure for a period of more than ninety (90) days the other party may terminate this Agreement upon written notice to the first party. 
PARTIAL INEFFECTIVENESS (SEVERABILITY). If any term or provision of this Agreement, shall be held by any judicial, arbitral, regulatory or other public authority of competent jurisdiction to be illegal, invalid, void, voidable or unenforceable it will to that extent be omitted and the validity or enforceability of the remainder of this Agreement shall not be affected 
PRIVITY OF CONTRACT AND EXCLUSION OF THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999. The Provisions of the Contracts (Rights of Third Parties) Act 1999 do not apply to this Agreement. Nothing in this agreement confers any benefits on any third parties. No third party may enforce any term of this agreement.