Livewire End User Licence Agreement

END-USER LICENCE AGREEMENT FOR AGD SYSTEMS LIMITED IMPORTANT PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT CAREFULLY BEFORE CONTINUING WITH THIS PROGRAM DOWNLOAD OR INSTALL: AGD SYSTEMS LIMITED’s End-User Licence Agreement (“EULA”) is a legal agreement between you (either an individual or the entity you represent) and AGD SYSTEMS LIMITED for the AGD SYSTEMS LIMITED software product(s) identified above which may include associated software components, media, printed materials, and “online” or electronic documentation (“SOFTWARE PRODUCT”). By installing, copying, downloading or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. This licence agreement represents the entire agreement concerning the program between you and AGD SYSTEMS LIMITED, (referred to as “licencor”), and it supersedes any prior proposal, representation, or understanding between the parties. If you do not agree to the terms of this EULA, do not install, copy, download or otherwise use the SOFTWARE PRODUCT.  IF YOU PURCHASED THE SOFTWARE BUT DO NOT AGREE TO THIS EULA, PLEASE RETURN THE MEDIUM ON WHICH THE SOFTWARE IS STORED TO YOUR PLACE OF PURCHASE TOGETHER WITH PROOF OF PURCHASE WITHIN FOURTEEN DAYS FOR A REFUND OF THE PURCHASE PRICE; IF THE SOFTWARE IS INSTALLED ON OR MADE AVAILABLE WITH ANOTHER AGD SYSTEMS LIMITED PRODUCT, YOU MAY RETURN THE ENTIRE UNUSED PRODUCT.

The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licenced, not sold.

1. GRANT OF LICENCE.

(a) Installation and Use.
In consideration of you agreeing to abide by the terms of this EULA, AGD SYSTEMS LIMITED grants you a non-exclusive, non-transferable licence to install and use copies of the SOFTWARE PRODUCT on your computer running a validly licenced copy of the operating system for which the SOFTWARE PRODUCT was designed e.g., Windows 95, Windows NT, Windows 98, Windows 2000, Windows 2003, Windows XP, Windows ME, Windows Vista, Windows 7.

(b) Backup Copies.
You may also make copies of the SOFTWARE PRODUCT as may be necessary for backup and archival purposes.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

Except as expressly set out in this EULA or as permitted by any local law, you undertake:

(a) not to remove or alter any copyright notices on any and all copies of the SOFTWARE PRODUCT;

(b) not to distribute the SOFTWARE PRODUCT or copies there-of to third parties;

(c) not to rent, lease, sub-licence, loan, translate, merge, adapt, vary or modify the SOFTWARE PRODUCT or copies thereof;

(d) not to reverse engineer, decompile, disassemble or create derivative works based on the whole or part of the SOFTWARE PRODUCT, nor attempt to do any such things except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

(e) to supervise and control use of the SOFTWARE PRODUCT and ensure that the SOFTWARE PRODUCT is used by your employees and representatives in accordance with terms of this EULA; and

(f) to comply with all applicable laws regarding use of the SOFTWARE PRODUCT.

3. SUPPORT SERVICES

AGD SYSTEMS LIMITED may provide you with support services related to the SOFTWARE PRODUCT (“Support Services”). Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA.

4. TERMINATION

4.1 Without prejudice to any other rights, AGD SYSTEMS LIMITED may terminate this EULA if you fail to comply with the terms and conditions of this EULA and you fail to remedy (if remediable) such breach within 14 days after the service on you of written notice requiring you to do so.

4.2 Upon termination for any reason:

(a) all rights granted to you under this EULA shall cease;

(b) you must cease all activities authorised by this EULA;

(c) you must immediately pay to AGD SYSTEMS LIMITED any sums due to AGD SYSTEMS LIMITED under this EULA; and

(d) you must immediately delete or remove the SOFTWARE PRODUCT from all computer equipment in your possession and immediately destroy or return AGD SYSTEMS LIMITED (at the Licensor’s option) all copies of the SOFTWARE PRODUCTS then in your possession, custody or control and, in the case of destruction, certify to AGD SYSTEMS LIMITED that you have done so.

4. COPYRIGHT

All title, including but not limited to copyrights and all other intellectual property rights, in and to the SOFTWARE PRODUCT and any copies thereof are owned by AGD SYSTEMS LIMITED or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by AGD SYSTEMS LIMITED.

5. WARRANTY

5.1 AGD SYSTEMS LIMITED warrants that

(a) the medium on which the SOFTWARE PRODUCT is stored and distributed is (at the time it is supplied), and will be for the period of 90 days after that time (Warranty Period), free from defects in design, material and workmanship under normal use.  If a defect in the medium occurs during the Warranty Period, AGD SYSTEMS LIMITED will replace it free of charge if you return it to AGD SYSTEMS LIMITED with proof of purchase and (so far as you are able) a documented example of such defect of error; and

(b) during the Warranty Period, the SOFTWARE PRODUCT will, when properly used, perform substantially in accordance with the functions described in the [electronic documentation included in the SOFTWARE PRODUCT] (provided that the SOFTWARE PRODUCT is properly used on the computer and with the operating system for which it was designed as referred to in the accompanying documentation), and the [electronic documentation included in the SOFTWARE PRODUCT] correctly describes the operation of the SOFTWARE PRODUCT in all material respects.

5.2 You acknowledge that the SOFTWARE PRODUCT has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the SOFTWARE PRODUCT meet your requirements.

5.3 You acknowledge that the SOFTWARE PRODUCT may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of this EULA.

5.4 If, within the Warranty Period, you notify AGD SYSTEMS LIMITED in writing of any defect or fault in the SOFTWARE PRODUCT in consequence of which it fails to perform substantially in accordance with the description of the SOFTWARE PRODUCT, and such defect or fault does not result from you having amended the SOFTWARE PRODUCT or used it in contravention of the terms of this EULA, AGD SYSTEMS LIMITED will, at its sole option, repair or replace the SOFTWARE PRODUCT, provided that you make available all information that may be necessary to assist AGD SYSTEMS LIMITED in resolving the defect or fault, including sufficient information to enable AGD SYSTEMS LIMITED to recreate the defect or fault.

6. LIMITATION OF LIABILITY

6.1 Nothing in this EULA shall limit or exclude liability of either party for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation

6.2 Subject to clause 6.1, in no event shall AGD SYSTEMS LIMITED be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) arising out of your use of or inability to use the SOFTWARE PRODUCT, even if AGD SYSTEMS LIMITED has been advised of the possibility of such damages and, subject to clause 6.1, in no event will AGD SYSTEMS LIMITED be liable for loss of data or for indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise. AGD SYSTEMS LIMITED shall have no liability with respect to the content of the SOFTWARE PRODUCT or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information.

7. JURISDICTION
   This Agreement shall be governed by and construed in accordance with the Laws of England and the English Courts shall have sole jurisdiction.