End-User License Agreement (EULA)
of Corinium Renewals Software

 

This End-User License Agreement (“EULA”) is a legal agreement between you and Derive-Logic.

This EULA agreement governs your use of our Corinium Renewals software (“Software”) directly from Derive-Logic or indirectly through a Derive-Logic authorised reseller or distributor or Partner (a “Partner”).

Please read this EULA agreement carefully before using the Corinium Renewals software. It provides a license to use the Corinium Renewals software and contains warranty information and liability disclaimers.

If you register for a free trial of the Corinium Renewals software, this EULA agreement will also govern that trial. By clicking “accept” or installing and/or using the Corinium Renewals software, you are confirming your acceptance of the Software and agreeing to become bound by the terms of this EULA agreement.

If you are entering into this EULA agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. If you do not have such authority or if you do not agree with the terms and conditions of this EULA agreement, do not install or use the Software, and you must not accept this EULA agreement.

This EULA agreement shall apply only to the Software supplied by Derive-Logic herewith regardless of whether other software is referred to or described herein. The terms also apply to any Derive-Logic updates, supplements, Internet-based services, and support services for the Software, unless other terms accompany those items on delivery. If so, those terms apply. This EULA was created by EULA Template for Corinium Renewals.

License Grant

Derive-Logic hereby grants you a personal, non-transferable, non-exclusive licence to use the Corinium Renewals software on your devices in accordance with the terms of this EULA agreement.  You are permitted to load the Corinium Renewals software (for example a PC, laptop, mobile or tablet) under your control. You are responsible for ensuring your device meets the minimum requirements of the Corinium Renewals software.

You are not permitted to:

  • Edit, alter, modify, adapt, translate or otherwise change the whole or any part of the Software nor permit the whole or any part of the Software to be
  • combined with or become incorporated in any other software, nor decompile, disassemble or reverse engineer the Software or attempt to do any such things
  • Reproduce, copy, distribute, resell or otherwise use the Software for any commercial purpose
  • Allow any third party to use the Software on behalf of or for the benefit of any third party
  • Use the Software in any way which breaches any applicable local, national or international law use the Software for any purpose that Derive-Logic considers is a breach of this EULA agreement.

Intellectual Property & Ownership

Derive-Logic shall at all times retain ownership of the Software as originally accessed by you and all subsequent downloads and access of the Software by you. The Software (and the copyright, and other intellectual property rights of whatever nature in the Software, including any modifications made thereto) are and shall remain the property of Derive-Logic.   Derive-Logic reserves the right to grant licences to use the Software to third parties.

Updates

Derive Logic from time to time during the Subscription Period and without your separate permission or consent, may from time to time deploy an upgrade or update of, or replacement for, any Solution (“Update”), and as a result of any such deployment you may not be able to use the applicable Solution or Device (or certain functions of the Device) until any such Update is fully installed or activated. Each Update will be deemed to form a part of the “Solution” for all purposes under this Agreement. Updates may include both additions to, and removal of, any features or functionality offered by a Solution or may replace it entirely, and Derive Logic will determine the content, features and functionality of the updated Solution in its sole discretion.

Derive Logic is not required to offer you the option to decline or delay Updates but, in any event, you may need to download and permit installation or activation of all available Updates to obtain maximum benefit from the Solution. Derive Logic may stop providing support for a Solution until you have accepted and installed or activated all Updates. Derive Logic in its sole discretion will determine when and if Updates are appropriate and has no obligation to make any Updates available to you. Derive Logic in its sole discretion may stop providing Updates for any version of the Solution other than the most current version, or Updates supporting use of the Solution in connection with any versions of operating systems, email programs, browser programs and other software with which the Solution is designed to operate.

Termination

This EULA agreement is effective from the date you first use the Software and shall continue until terminated by either party. You may terminate it at any time upon written notice to Derive-Logic.   It will also terminate immediately if you fail to comply with any term of this EULA agreement. Upon such termination, the licenses granted by this EULA agreement will immediately terminate and you agree to stop all access and use of the Software. The provisions that by their nature continue and survive will survive any termination of this EULA agreement.

Governing Law

This EULA agreement, and any dispute arising out of or in connection with this EULA agreement, shall be governed by and construed in accordance with the laws of the United Kingdom.

Limited warranty

No warranty is provided for the software.

Warranty Disclaimer

Notwithstanding anything to the contrary and to the maximum extent permitted by applicable law, derive-logic provides the software “as-is” and disclaims and excludes all warranties and conditions, whether statutory, express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a purpose, title, quiet enjoyment, accuracy, and non-infringement of third-party rights. Derive logic does not guarantee any specific results from the use of the software. Derive-logic makes no warranty that the software will be uninterrupted, free of viruses or other harmful code, timely, secure, or error-free.

Limitation of Liability

To the maximum extent permitted by applicable law, in no event will Derive Logic, its directors, officers, agents, suppliers and licensors, be liable to you (whether in contract, tort (including negligence) or otherwise) (i) for more than the amount of license fees that you have paid to Derive Logic in the preceding (12) twelve months for the applicable software, or (ii) for any indirect, incidental, consequential, special, punitive, or exemplary damages, including without limitation lost profits, lost business opportunities, loss of use of the service offering, loss of goodwill, business interruption, loss or corruption of your data, lost savings, or other economic damage, arising out of this agreement or the use or inability to use the software or documentation, even if Derive Logic or a Partner authorised by Derive Logic had been advised of the possibility of such damages.

Indemnity

You are solely responsible for any damage caused to Derive Logic, its licensors, channel partners and associated service providers and subcontractors, other users of the product or any other individual or legal entity because of Your violation of this EULA.
You hereby agree to defend, indemnify and keep indemnified Derive Logic and its affiliates, their licensors, channel partners and associated service providers and their subcontractors against any claim or alleged claims, liabilities, losses damages and all costs (including legal fees), directly or indirectly attributable to your fault and/or resulting from (a) a violation of any provision of this EULA or (b) your use or misuse of the product. Derive Logic reserves the right to take sole responsibility, at its own expense, for conducting the defence of any claim for which You agreed to indemnify Derive Logic.

Force Majeure

Derive Logic will not be liable for any delay or failure to perform obligations under this Agreement due to any cause beyond its reasonable control, including acts of God; labour disputes; industrial disturbances; systematic electrical, telecommunications or other utility failures; earthquakes, storms, or other elements of nature; blockages; embargoes; riots; acts or orders of government; acts of terrorism; and war.

Third Party Rights

Other than as expressly provided herein, this Agreement does not create any rights for any person who is not a party to it, and no person not a party to this Agreement may enforce any of its terms or rely on an exclusion or limitation contained in it.

Third Party Programs

To the extent the Software is used with third-party software programs; these third-party software programs are governed by their own license terms, which may include open source or free software licenses, and these terms will prevail over this Agreement as to Your use of the third-party programs. Nothing in this Agreement limits an end user’s rights under, or grants the end user rights that supersede, the terms of any such third-party software.

Transferability

You may not transfer or assign license rights to another entity without express permission from Derive Logic. Any attempted transfer or, assignment not in compliance with the foregoing shall be void and of no effect.

Review of usage

During the agreed term of usage of the Software, you will allow Derive Logic to monitor usage of the system to ensure it is as originally agreed, upon reasonable advanced notice and during your normal business hours.

Product names

Derive Logic from time to time may change the name of a Solution, or change the name or logo applied to the Solution to another name or logo. These changes do not alter your subscription for any Solution, the Subscription Period or this Agreement, and do not give you any right to terminate your subscription for a Solution, the Subscription Period or this Agreement.

Internet Connection

Our Corinium solution requires an active and stable connection to the Internet to function. It is therefore your responsibility to ensure that you always have an active and stable Internet connection.

Modifying of these terms

Derive Logic may update the terms of this EULA, the Privacy Statement or the Terms of Service. The current version of this EULA is posted both here and on our website at www.derive-logic.com. It is your responsibility to remain informed of any changes as you are bound by the latest version of the EULA and Privacy Statement.

Questions About This Agreement

If you have any questions regarding this Agreement or wish to request any information from Derive Logic, please write to Derive Logic, 7 Priory Court, Poulton, Cirencester, GL7 5JB, United Kingdom, e-mail: enquiries@derive-logic.com, tel.: +44 (0)1285 719620 or visit our website at www.derive-logic.com.