1. Terms and Conditions
1.1 These are the terms and conditions (the "Licence
Agreement") under which Bottomline Technologies Limited ("Company") licenses
the selected Company software ("Software"), for evaluation purposes only, to
the organisation that you represent and warrant that you have the legal
authority to bind ("Licensee”) under the Licence Agreement for use by Licen=
see
staff only within its organisation.
2. Licence to use the Software
2.1 Company hereby grants to Licensee a non-exclusive,
non-transferable and limited licence to use the Software free of charge for
evaluation purposes only subject to this Licence Agreement and limited in t=
ime
to whichever of the following occurs first: a) 30 days from the date Licens=
ee
receives the Software; or b) until the time limit embedded in the Software =
or
associated Software licence key takes effect, at which point the Software w=
ill
no longer work. Thereafter Licensee shall promptly de-install the Software =
and
delete all copies thereof;
2.2 Licensee: a) may only install and use the Software=
on
its own premises; and b) is not entitled to use the Software for any commer=
cial
purposes;
2.3 Company warrants that it has all necessary rights and licences to grant Licensee this licence.
2.4 Company is not transferring any rights of ownership, copyright or other intellectual property in the Software to Licensee.
3. Conditions of Licence
3.1 The Software is supplied to Licensee 'AS IS’ and without
charge. All warranties, whether express or implied, including, but not limited
to, implied warranties of merchantability, fitness for particular purpose, or
of error-free and uninterrupted use are hereby superseded, excluded and
disclaimed to the fullest extent permissible in law.
3.2 Company will provide reasonable telephone support to
Licensee to assist only in the installation of the software which is available
UK time 08:30-17:00 Mon to Friday (excluding UK Public holidays) on 0870 08 18
250; and will not provide any other form of support and maintenance for the
Software.
3.3 Company will not be liable to Licensee or to any third
party for any direct loss of profits, goodwill, business interruption, or any
type of special, indirect, consequential or incidental loss or damages
(including loss or damage suffered by the Customer as a result of any action
brought by a third party) even if the Company has been advised of the
possibility of such damages, relating to the Software in any way, or for
inability to use the Software for any reason.
3.4 Licensee hereby consents to direct contact by Company
via e-mail and/or telephone for promotional purposes connected with the
Software and/or other Company products and services.
4. Third Party IP Indemnity
4.1 In the event of any claim against Licensee to the effect
that the Software infringes the right of any third party, Licensee shall
promptly inform Company of the claim and give Company all related information,
reasonable assistance and sole authority to defend or settle the claim,
provided that such claim does not arise from Licensee’s breach of this licence,
Company will indemnify Licensee against any damages or costs arising from such
claim.
4.2 If the Software should become the subject of any claim,
or if a court judgment is made that: a)
the Software does infringe; or, b) if use of the Software is restricted in any
way, then Company may withdraw the Software from use and this Licence Agreement
shall terminate immediately, in which case Licensee acknowledges that it shall
have no claim or further rights hereunder to access or use the Software.
4.3 This clause 4 states Licensee's entire remedy in respect of any intellectual property right infringement by the Software.
5. Restrictions on use of the Software
5.1 Other than as provided for in this Licence Agreement,
Licensee agrees that: a) it and its staff will keep the Software confidential;
b) it will not copy, translate, modify, adapt, decompile, disassemble or
reverse engineer the Software, except only when and to the limited extent that
applicable law expressly permits such activity, irrespective of the limitations
contained herein; and c) it will not make the Software available to any third
party for any reason.
5.2 Licensee agrees that it has accepted the use of this Software solely on the basis of this Licence Agreement, recognising that Company must limit and exclude its liability to the extent legally possible.
5.3 Licensee also agrees that it will indemnify Company and
hold it free from any loss, damage, claim, fine or expense as a result of
unauthorised access to or any use or misuse of the Software as a consequence of
Licensee’s breach of any provision of this Licence Agreement.
6. Governing Law and Jurisdiction
This Licence Agreement is governed by and construed according to English law and shall be subject to the exclusive jurisdiction of the English courts.