FixturesLive

Plugin License Terms & Conditions

PARTIES:
Licensor: FixturesLive Limited of
235 Alexandra Park Road, London, N22 7BJ, United Kingdom (Company no: 4424337); and

Licensee: Owner of this website

TERMS:

1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement (unless the context otherwise requires), the following words and expressions shall have the following meanings:
“Affiliate” with respect to any person, means any other person directly or indirectly controlling, controlled by, or under common control with such first person; for this purpose, ‘control’ means de facto control;
“Agreement” means this agreement and any document referred to, completed or to be completed in accordance with its provisions.
 “Commencement Date” means the date set out in this Agreement.
“Force Majeure Event” means any circumstance beyond the reasonable control of the parties including, but not limited to acts of God, fire, explosion, adverse weather conditions, flood, earthquake, terrorism, riot, civil commotion, war, hostilities, strikes, work stoppages, slow-downs or other industrial disputes, accidents, riots or civil disturbances, acts of government, lack of power and delays by suppliers or materials shortages.
“Intellectual Property Rights” means any patents, inventions, know how, trade secrets and other confidential information, copyrights, database rights, design rights, trade marks, service marks, logos, domain names, business names, trade names, moral rights, and all registrations or applications to register any such rights and any other intellectual property rights in the nature of any such rights in any country or jurisdiction.
“Licensee Data” means any data or information created by Licensee or Licensee user or member relating to an Licensee event or competition.
 “Licence Fee” means the fee set out in this Agreement to be paid by the Licensee to the Licensor in accordance with the terms of Clause 5.
“Modification” means any change or amendment to or upgrade of the PLUGIN provided by Licensor.
“Non-Licensee Data” means data created by Licensee’s members or users that is not specifically related to Licensee;
“PLUGIN” means the programming logic, images, design and data that allows Licensee Data and non-Licensee Data to be displayed within a website other than that of Licensee or Licensor.
 “Term” has the meaning given to it under Clause 2 of this Agreement.
“Territory” means the territory set out in this Agreement.
 “VAT” means value added tax and includes any substituted or similar tax.
1.2 In this Agreement (unless the context otherwise requires):
1.2.1 the words “including” and “include” and words of similar effect shall not be deemed to limit the general effect of the words which precede them;
1.2.2 words importing the singular shall include the plural and vice versa;
1.2.3 words importing any one gender shall include either other gender;
1.2.4 construction of this Agreement shall ignore the headings, which are for reference only;
1.2.5 references to a numbered clause or paragraph are references to the clause, schedule or paragraph of or to this Agreement as so numbered; and
1.2.6 any reference to any legislative provision shall be deemed to include any subsequent re-enactment or amending provision.
2. TERM
This Agreement shall commence on the Commencement Date and shall continue for the period set out in this Agreement and shall continue thereafter unless terminated in accordance with the provisions of this Agreement (the “Term”).
3. LICENCES
3.1 In consideration of the Licence Fee paid by the Licensee to the Licensor and compliance by the Licensee with the terms and conditions of this Agreement in relation to the PLUGIN, the Licensor grants to the Licensee a non-exclusive, non-transferable, non-sub-licensable licence to use the PLUGIN and any Modifications for the Term and in the Territory.
4. LIMITATIONS ON LICENCES
4.1 Unless otherwise required by law the Licensee shall not except with the prior written consent of the Licensor:
4.1.1 sub-licence, assign, delegate, rent, lease, sell, distribute or otherwise transfer any of the rights granted hereunder;
4.1.2 reverse engineer, decompile, disassemble or otherwise attempt to learn the source code, structure, algorithms or ideas underlying the PLUGIN;
4.1.3 possess or use the PLUGIN or any portion thereof, other than in the machine-readable object code form provided by the Licensor which for the avoidance of doubt excludes any source code;
4.1.4 remove any copyright, trademark, patent or other proprietary notices which may appear on the PLUGIN or any copies thereof;
4.1.5 modify, translate or create derivatives of or based on the PLUGIN;  
4.1.6 integrate all or any part of the PLUGIN with any other third party system or technology except any such systems or technology forming part of the Network or the Licensee’s technology as required to exploit the Licences granted under this Agreement;
4.1.7 exceed the scope of the licences granted under Clause 3; or
4.1.8 use or exploit the PLUGIN outside the Territory.
4.1.9  use the PLUGIN for or with any applications other than those disclose to and agreed in advance with Licensor.
4.2 If The Licensor has reason to suspect that the use of the PLUGIN by the Licensee is in breach of this Agreement, the Licensee will permit, upon reasonable notice, the Licensor to enter during normal working hours any premises owned or controlled by the Licensee for the purposes of checking compliance with this Agreement. Any breach of Clause 4.1 above shall constitute a material breach by Licensee of this Agreement and may result in termination of this Agreement by the Licensor.
4.3 For the avoidance of doubt, no source code shall or shall be deemed to form part of or be included in any licence of the PLUGIN granted hereunder.
5. WARRANTIES
5.1 The Licensor warrants to the Licensee that:
5.1.1 it has full authority to licence the PLUGIN to the Licensee;
5.1.2 to the best of its knowledge the PLUGIN shall not infringe the Intellectual Property Rights of any third party.
5.2 The Licensee warrants that it has full capacity and authority to enter into and to perform this Licensee Agreement and that this Licensee Agreement is executed by a duly authorised representative of the Licensee.
5.3 The Licensee acknowledges that it has all responsibility for ensuring that the PLUGIN meets its requirements.
5.4 The Licensor does not warrant that PLUGIN will be suitable for such requirements nor that any use will be uninterrupted or free of minor defects.
5.5 Except as expressly stated in this Agreement, all warranties and conditions concerning the supply or purported supply of, or failure or delay in supplying the PLUGIN, whether express or implied by statute, common law or otherwise (including but not limited to the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or as to the use of reasonable care and skill) are hereby excluded to the extent permitted by law.
6. INTELLECTUAL PROPERTY RIGHTS
The Licensee acknowledges that title to all Intellectual Property Rights in any improvements created or developed in or in connection with the PLUGIN will be the absolute property of and will vest and remain vested in the Licensor (and/or its licensors) and that the Licensee shall have no right in or to the PLUGIN save the right to use them as permitted by this Agreement.
7. INDEMNITIES
7.1 The Licensee will defend and indemnify the Licensor, its officers, directors, employees, agents, successors and assigns against all losses, claims, damages and expenses incurred by the Licensor as a result of the breach of any of the warranties provided by the Licensee under clause 9.2 or any breach of the Licensee's confidentiality obligations under clause 13, or (ii) any claim of infringement or alleged infringement of any Intellectual Property of any third party in relation to any content provided by the Licensee to the Licensor provided that:
7.1.1 the Licensor notifies the Licensee promptly in writing within a reasonable time of the claim arising;
7.1.2 the Licensee has sole control of the defence and all related settlement negotiations; and
7.1.3 the Licensor provides the Licensee with the assistance, information and authority reasonably necessary to perform the above.  Reasonable out-of-pocket expenses incurred by the Licensor in providing such assistance will be reimbursed by the Licensee, including, without limitation, full legal costs on a solicitor and client basis.
7.2 The Licensor will defend and indemnify the Licensee, its officers, directors, employees, agents, successors and assigns against all losses, claims, damages and expenses incurred by the Licensee as a result of the breach of any of the warranties provided by The Licensor under clause 6 or any breach of The Licensor's confidentiality obligations under clause 10, or (ii) any claim of infringement or alleged infringement of any Intellectual Property of any third party in relation to the PLUGIN provided that:
7.2.1 the Licensee notifies the Licensor promptly in writing within a reasonable time of the claim arising;
7.2.2 the Licensor has sole control of the defence and all related settlement negotiations; and
7.2.3 the Licensee provides the Licensor with the assistance, information and authority reasonably necessary to perform the above.  Reasonable out-of-pocket expenses incurred by the Licensee in providing such assistance will be reimbursed by the Licensor, including, without limitation, full legal costs on a solicitor and client basis.
8. LIABILITY
8.1 Nothing in this Agreement shall exclude or limit either party's liability to the other party for (i) fraud; (ii) death or personal injury caused by that party's negligence; or (iii) any other liability which cannot be excluded or limited by law.
8.2 Subject to the provisions in Clause 8.1 above, Licensor shall not be liable to the Licensee in contract, tort (including negligence or breach of statutory duty) or otherwise for any of the following losses or damages, whether direct or indirect, and even if such losses and/or damages were foreseen, foreseeable or known, or the other party was advised of the possibility of them in advance: economic loss; loss of actual or anticipated profits; loss of business revenue; loss of anticipated savings; loss of business; loss of opportunity; loss of goodwill; any indirect, special or consequential loss or damage howsoever caused.
8.3 Subject always to Clause 8.1, the total liability of Licensor under or arising out of this Agreement shall not exceed the lesser of: (i) the sums paid to the Licensor hereunder in the twelve (12) month period preceding the date of the incident giving rise to liability, or (ii) £100,000, in respect of any one incident (and for these purposes a number of claims during any twelve (12) month period of the Term arising out of the same circumstances shall be treated as a single incident).
9. CONFIDENTIALITY AND PUBLICITY
9.1 Either party may disclose Confidential Information to such of its employees, agents and subcontractors to the extent strictly necessary for each party to perform its obligations set out in this Agreement.  Each party agrees and undertakes that it will, and will procure that its employees, agents and subcontractors will, keep all Confidential Information confidential and will not disclose it in whole or in part to any third party, nor use Confidential Information for any purpose other than the performance of its obligations under this Agreement nor make any public announcement regarding the terms or operation of this Agreement except with the express written consent of the other.  This provision shall survive the termination of this Agreement howsoever and without limitation of time.
9.2 Confidential Information shall not include information which:
9.2.1 at or prior to the time of disclosure was known to the receiving party except to the extent that such information was obtained unlawfully or by a breach of confidentiality;
9.2.2 at or after the time of disclosure becomes generally available to the public other than through any act/ omission on the part of the receiving party;
9.2.3 is independently developed by the receiving party; or
9.2.4 is required to be disclosed by law, by a court order or by any competent government or regulatory authority.
9.3 Notwithstanding Clause 10.1 Licensor shall be entitled to use and publicly disclose for the purposes of promotion of its services the PLUGIN or any other materials created for or licensed to Licensee hereunder.
9.4 Licensee hereby undertakes to keep safe and confidential all security access details provided for access to the PLUGIN by Licensor, and shall indemnify Licensor in respect of any loss, damage cost or fees incurred by Licensor as a result of any breach by Licensee of this clause 10.4.
10. TERMINATION
10.1 Either party may immediately terminate this Agreement by notice to the other party if:
10.1.1 the other party is in breach of any of its material obligations under this Agreement and fails to remedy such breach (if capable of remedy) within 30 days of receipt of a notice specifying such breach and requiring such breach to be remedied;
10.1.2 an order is made for the winding up of the other party or an effective resolution is passed for the winding up of the other party (other than for the purposes of solvent amalgamation or reconstruction), the other party has a receiver, administrative receiver or administrator appointed in respect of all or any part of its assets party (other than for the purposes of solvent amalgamation or reconstruction).Either party may terminate this Agreement at any time by giving to the other party three months prior written notice.
11. CONSEQUENCES OF TERMINATION
11.1 Any termination of this Agreement shall not affect any accrued rights or liabilities of either party.
11.2 Upon termination or expiry of this Agreement, the Licensee shall cease all use of the PLUGIN and the Licensee shall return any other confidential information of the Licensor to the Licensor, and the Licensee shall, within two weeks of the Licensor’s request, certify to the Licensor in writing that all relevant information held by it has been returned or destroyed.
12. FORCE MAJEURE
12.1 Subject to the provisions of this clause 3 neither party shall be liable to the other for any delay or failure to perform any of its obligations under this Agreement caused by a Force Majeure Event.
12.2 The party seeking relief under this clause 3 ("Affected Party") must as soon as practicable (and in any event within 5 clear Working Days after it became aware that a Force Majeure Event has caused or is likely to cause such delay or failure) notify the other party ("Non-affected Party") of the Force Majeure Event, giving full details of the nature and extent of the Force Majeure Event, the date of its occurrence and its likely duration.
13. TRANSFER AND DEALINGS
The Licensee may not assign in any way this Agreement and/or its rights and obligations under it and may not grant sub-licences without the prior written consent of the Licensor, such consent not to be unreasonably withheld or delayed. The Licensor shall be entitled to assign, transfer, subcontract or otherwise deal with its rights and obligations under this Agreement.
14. NOTICES
14.1 Any notice or notification required or authorised to be given under this Agreement by either party to the other shall be in writing and sent to the other party at the address set out for such party in this Agreement.
14.2 Notices shall be sent by pre-paid registered or recorded delivery post or facsimile transmission at a facsimile number given by the receiving party for the service of notices under this Agreement from time to time.
14.3 Notices shall be deemed duly served if sent by pre-paid registered or recorded , delivery post two clear Working Days after posting; or if sent via facsimile transmission on the day of transmission.
15. WAIVER AND CUMULATIVE REMEDIES
No failure or delay by any party to exercise any right or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right or remedy.  All such rights and remedies are several and cumulative and not exclusive of each other.
16. THIRD PARTIES
A person who is not party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
17. SEVERANCE
If any provision of this Agreement shall be held to any extent to be illegal or unenforceable by any court of competent jurisdiction that provision shall to that extent be deemed not to form part of this Agreement and the remainder of this Agreement shall not be affected.
18. FURTHER ASSURANCE
The Licensee shall at the request and cost of the Licensor do any act or execute (as a deed or otherwise) any document as may be necessary to give effect to this Agreement or to make it easier to enforce.
19. ENTIRE AGREEMENT
This Agreement sets out the entire agreement and understanding between the parties in respect of the subject matter of this Agreement and supersedes and replaces any and all former warranties, representations, undertakings, understandings and agreements relating to such subject matter.
20. JURISDICTION
This Agreement, any document completed or to be completed in accordance with its provisions and any matter arising from it shall be governed by and construed in accordance with English law. The parties agree to submit to the exclusive jurisdiction of the English courts in relation to this Agreement any such document and any such matter.