This agreement is between you (the "Licensee"), as a user or subscriber to the HTTPS Checker service provided via HTTPSChecker.net and Wildfire Internet Limited (which operates HTTPSChecker.net), a company registered in England and Wales (registration number 06638772) having its registered office at Unit 8 Hanbury Wharf, Hanbury Road, Droitwich, WR9 7DU (the "Licensor")
Except to the extent expressly provided otherwise, in this Agreement:
"Agreement" means this agreement including any Schedules and any amendments to this Agreement from time to time;
"Business Day" means any weekday other than a bank or public holiday in England;
"Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;
the amounts specified on the website from which the service is made available;
such amouns as may be revised by the Licensor in writing from time to time;
"Documentation" means the documentation for the Software provided by the Licensor and delivered or made abailable by the Licensor to the Licensee, typically available on the Licensor's websites;
"Effective Date" means the date the service was first purchased, or software was downloaded if provided free;
"Intellectual Property Rights" means all intellectual property rights wherevet in the world, whether registrable or unregistrable, registered or unregistered, including and application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Minimum Term" means, in respect of this Agreement, the period of 1 month (for services purchased using a monthly plan) or 1 year (for services purchased on an annual plan) beginning on the Effective Date;
"Schedule" means any schedule attached to the main body of this Agreement;
"Software" means the software downlaoded in object code format;
"Software Defect" means a defect, error or bug in the Software having an adverse effect / a material adverse effect on the appearance, operation, functionality or performance of the Software, but excluding and defect, error or bug caused by or arising as a result of:
any act or omissions of the Licensee;
any use of the Software contrary to the Documentation by the Licensee or any person authorised by the Licensee to use the Software;
a failure of the Liucensse to perform or observe its obligations in this Agreement;
an incompatibility between the Software and any other system, network, application, program, hardware or software not specified as compatibile in the Software Specification;
an incompatibility between the Software and any website that the Software is intended to be used with, including technical issues and blocking of the Software by the website owner or administrator.
"Software Specification" means the specification for the Software as described on the Licensor's website and in the Documentation, as it may be varied by the Licensor without notice at any time, including during automatic updates to the Software whereupon the functionality of the Software may also be changed.
"Term" means the term of this Agreement, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2.
"HTTPS Checker Website" means HTTPSChecker.net.
This Document was created using a template from SEQ Legal (http://www.seqlegal.com).
This Agreement shall come into force upon the Effective Date.
This Agreement shall continue in force until payments are no longer received, or the Licensor decides to stop providing the Software at its own discretion and without prior consultation, or the Licensee is revoked from using the Software at the Licensor's sole discretion, subject to termination in accordance with Clause 12.
Supply of Software
The Licensor shall make the Software available for download by the Licensee, and shall provide no assistance to the Licensee in realtion to the download of the Software, except at the Licensor's sole discretion.
The Licensee shall test they can install and use the Software by downloading a free version prior to purchasing any paid plans.
The Licensor shall no offer refunds on paid plans because of issues downloading the Software since the Licensor has the opportunity to test the Software works as specified in Clause 4.2.
The Licensor hereby grants the Licensee from thedate of supply of the Software to the Licensee until the end of the Term a worldwid, non-exclusive licence to:
install and use a single instance of the Software, unless a team licence has been purchased in which case the number of instances will match the team licence purchased, in accordance with the Documentation;
subject to the limitations and prohibitions set out and referred to in this Clause 5.
The Licensee may not sub-licence and must not purport to sub-licence any rights granted under Clause 5.1 without the prior written consent of the Licensor.
The Licence granted by the Licensor to the Licensee in Clause 5.1 is subject to the limitations regarding the number of installations, the identity of users and the number of concurrent users plus limits or variations to the Software set by the purchased plan.
The Software may only be used by the officers and employees of the Licensee.
Save to the extent expressly permittedby this Agreement or required by applicable law on a non-excludable basis, any Licence granted under this Clause 5 chall be subject to the following prohibitions:
the Licensee must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Software;
the Licensee must not alter, edit or adapt the Software;
the Licensee must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Software
the Licensee must only run the software on websites with the express permission of the website owner, or authorised officer or employee.
The Licensor may revoke, in part of full, free versions of the Software, at any time and without prior notice.
Use of Logos & Intellectual Property Rights
You agree that we may use your name or logo on the HTTPS Checker Website announcing that you are a customer of the HTTPS Checker Service.
Nothing in this Agreement shall operate to assign ot transfer any Intellectual Property Rights from the Licensor to the Licensee, or from the Licensee to the Licensor.
The Licensee shall pay the Charges to the Licensor in accordance with this Agreement.
All amounts stated in or in relation the this Agreement are, unless the context requires otherwise, stated inclusive of any applicable value added taxes, which will be added to those amounts and payable by the Licensee to the Licensor.
The Licensor may elect to vary any element of the Charges by giving to the Licensee written notice of the variation.
No refunds will be made for cancellations.
The Licensor shall make available invoices for the Charges to the Licensee, typically via electronix means only.
The Licensee must pay the Charges to the Licensor using the Licensor's recurring payment system by debit card or credit card.
If the Licensee does not pay any amount properly due to the Licensor under this Agreement, the Licensor may terminate this Agreement immediately and without notice and restrice the use of the Software with immediate effect.
The Licensor warrants to the Licensee that it has the legal right and authority to enter into this Agreement and to perform its obligations under the Agreement.
The Licensor warrants to the Licensee that:
the Software as provided will conform in all material respects with the Software Specification, which is subject to change from time to time;
the Software shall incorporate security features reflecting the requirements of good industry practice.
The Licensor warrants to the Licensee that the Software, when used by the Licensee in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under English Law.
The Licensor warrants to the Licensee that the Software, when used by the Licensee in accordance with this Agreement, will not infringe the Intellectualy Property Rights of any person.
If the Licensor reasonably determines, or any third part alleges, that the use of the Software by the Licensee in accordance with this Agreement infringes any person's Intellectual Property Rights, the Licensor may at its own cost and expense:
modify the Software in such a way that it no longer infringes the relevant Intellectual Property Rights; or
procure for the Licensee the right to use the Software in accordance with this Agreement.
The Licensee warrants to the Licensor that it has the legal right and authority to enter into this Agreement and to perform its obligations under the Agreement.
All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into the Agreement or any related contract.
Acknowledgements and Warranty Limitations
The Licensee acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.
The Licensee acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.
The Licensee acknowledges that the Software is only designed to be compatible with that software specified as compatible in the Software Specification; and the Licensor does not warrant or represent that the Software will be compatible with any other software.
The Licensee acknowledges that the Licensor will not provide any legal advice under this Agreement or in relation to the Software; and, except to the extent expressly provided otherwise in this Agreement, the Licensor does not warrant or represent that the Software or the use of the Software by the Licensee will not give rise to any legal liability on the part of the Licensee or any other person.
Limitations and Exclusions of Liability
Nothing in this Agreement will:
limit or exclude any liability for death or personal injury resulting from negligence;
limit or exclude any liability for fraud or fraudulent misrepresentation;
limit any liabilities in any way that is not permitted under applicable law; or
exclude any liabilities that may not be excluded under applicable law.
The limitations and exclusions of liability set out in this Clause 11 and elsewhere in this Agreement:
are subject to Clause 11.1; and
govern all liabilities arising under the Agreement or relating to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the Agreement.
The Licensor shall not be liable to the Licensee in respect of any loss of profits or anticipated savings.
The Licensor shall not be liable to the Licensee in respect of any loss of revenue or income.
Licensor shall not be liable to the Licensee in respect of any loss of use or production.
The Licensor shall not be liable to the Licensee in respect of any loss of business, contracts or opportunities.
The Licensor shall not be liable to the Licensee in respect of any loss or corruption of any data, database or software.
The Licensor shall not be liable to the Licensee in respect of any special, indirect or consequential loss or damage.
The Licensor may terminate this Agreement by giving to the Licensee written notice of termination at any time.
The Licensee may terminate this Agreement by giving to the Licensor written notice of termination at any time, although no refund will be made in part if there is a remaining period in the term purchased.
Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:
the other party:
ceases to conduct all (or substantially all) of its business;
is or becomes unable to pay its debts as they fall due;
is or becomes insolvent or is declared insolvent; or
convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement);
if that other party is an individual:
that other party dies;
as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
that other party is the subject of a bankruptcy petition or order.
The Licensor may terminate this Agreement immediately and without written notice if:
any amount due to be paid by the Licensee to the Licensor under the Agreement is unpaid by the due date or cannot be collected from the registered debit or credit card after a reasonable number of attempts.
Effects of Termination
Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 8.2, 8.3, 11, 13, 15 and 16.
The termination of this Agreement shall not affect the accrued rights of either party.
For the avoidance of doubt, the licences of the Software in this Agreement shall terminate upon the termination of this Agreement; and, accordingly, the Licensee must immediately cease to use the Software upon the termination of this Agreement.
Within 10 Business Days following the termination of this Agreement, the Licensee shall:
return to the Licensor or dispose of as the Licensor may instruct all media in its possession or control containing the Software; and
irrevocably delete from all computer systems in its possession or control all copies of the Software,
and if the Licensor so requests the Licensee shall procure that the Licensee certifies to the Licensor, in a written document signed by that person and provided to the Licensor within 5 Business Days following the receipt of the Licensor's request, that the Licensee has fully complied with the requirements of this Clause 13.4.
Any notice from one party to the other party under this Agreement must be given by one of the following methods (using the relevant contact details set out in Clause 14.2):
delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery;
sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting; or
sent by electronic means, such as email or a notice displayed within the Software when it is in use;
providing that if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
The parties' contact details for notices under this Clause 14 are those given either during the registration of the Software or purchase of a paid plan.
No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
Subject to Clause 11.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
This Agreement shall be governed by and construed in accordance with English law.
The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
In this Agreement, a reference to a statute or statutory provision includes a reference to:
that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
any subordinate legislation made under that statute or statutory provision.
The Clause headings do not affect the interpretation of this Agreement.
In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
The parties have indicated their acceptance of this Agreement by downloading the Software.
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