End User License Agreement

Below is the standard "Click Wrap" End User License Agreement ('EULA') that you agree to by using any of our Software products:

CLICK-WRAP LICENCE

WARNING. BEFORE PROCEEDING PLEASE READ THE TERMS OF THIS LICENCE AGREEMENT CAREFULLY. YOU MAY OBTAIN A COPY OF THIS SOFTWARE PRODUCT EITHER BY DOWNLOADING IT REMOTELY FROM OUR SERVER OR BY COPYING IT FROM AN AUTHORISED DISKETTE, CD-ROM OR OTHER MEDIUM ("THE MEDIUM"). ALL INTELLECTUAL PROPERTY RIGHTS IN THE PROGRAMS AND DATA WHICH CONSTITUTE THIS SOFTWARE PRODUCT ("THE MATERIALS") ARE AND REMAIN THE PROPERTY OF THE LICENSOR. YOU ARE LICENSED TO USE THE SOFTWARE ON THE CONDITION THAT YOU ACCEPT ALL THE TERMS CONTAINED IN THIS LICENCE AGREEMENT.

BY CLICKING ON THE "I ACCEPT THE TERMS IN THE LICENSE" BUTTON WHICH FOLLOWS THIS LICENCE AGREEMENT YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE TERMS OF THIS LICENCE AGREEMENT. SUCH ACCEPTANCE IS EITHER ON YOUR OWN BEHALF OR ON BEHALF OF ANY CORPORATE ENTITY WHICH EMPLOYS YOU OR WHICH YOU REPRESENT ("CORPORATE LICENSEE"). IF YOU DO NOT ACCEPT THESE TERMS, YOU SHOULD CLICK ON THE "I DO NOT ACCEPT THE TERMS IN THE LICENSE" BUTTON, DELETE THE MATERIALS FROM YOUR COMPUTER AND, WITHIN 14 DAYS OF RECEIPT, RETURN THE MEDIUM AND ALL ITEMS FORMING PART OF THE SOFTWARE PRODUCT TO THE LICENSOR OR A LICENSED RESELLER WITH PROOF OF PURCHASE FOR A FULL REFUND AND ALL COSTS OF POSTAGE AND PACKING.

THE TERMS OF A LICENCE AGREEMENT ACCOMPANYING A PARTICULAR SOFTWARE PRODUCT UPON INSTALLATION OR DOWNLOAD OF THE SOFTWARE SHALL SUPERSEDE THE TERMS BELOW.

1.         DEFINITIONS

            “Licence Period” means 50 years from the date of acceptance

            "The Licensor" means Broadcast Radio Ltd. (t/a P Squared)

            "You" means the reader and any Corporate Licensee (the licensee).

2.         GRANT OF LICENCE

            Provided that you have paid the applicable licence fee, the Licensor grants to you an unlimited, non-exclusive Licence for the Licence Period to use the Materials providing the use falls within the permitted use set out below and for no other purpose. Your licence does not permit you to sub-license.

3.         PERMITTED USE

3.1        The Licence will only come into effect once payment for the Materials has been made to the Licensor 

3.1.1     a Single User Licence authorises you to use the Materials on a single computer only which is under your control and only in respect of one radio station;

3.1.2     You may only use the Materials for providing your own radio service and may not use the Materials to provide such services for others.

3.1.3     You may only use one copy or 'instance' of the Materials on the Licenced device at a time.

3.1.4     The single user of the licensed computer may access and use the software installed on the licensed computer remotely from any other device. You may allow others to access the software to provide you with support services. You do not need additional licenses for this access. No other person may use the software under the same license at the same time for any other purpose.

3.1.5     The components of the software are licensed as a single unit. You may not separate the components and install them on different devices.

3.2        You may make copies of the Materials for backup, archival and other security purposes provided that all copyright notices and any other proprietary notices specified on the Materials are reproduced on any such copies or partial copies and that you keep accurate records of all copies made. 

3.3        You will effect and maintain adequate security measures to safeguard the Material from unauthorised access use or copying.

3.4        You will notify the Licensor immediately if you become aware of any unauthorised access to use or copying of any part of the Material by any person or organisation.

3.5        You will allow the Licensor access to your premises and to the systems upon which the Material is stored to check the use of the Materials at all reasonable times with or without prior notice.

3.6        You acknowledge that the Material contains confidential information belonging to the Licensor and third parties. You undertake to treat as confidential and keep secret all information contained in or otherwise received from the Licensor in connection with the Material and shall not use the same for any purpose other than in relation to the use of the Material for the purposes authorised by this Licence.

3.7        You will not without the Licensors prior written consent communicate or otherwise disclose any confidential information to any person except:

             3.7.1     only to those employees agents and sub-contractors on a need to know basis who are directly involved in the use of the material

             3.7.2     your auditors professional advisors and any other person or body having a legal right or duty to have access to or knowledge of the confidential information in connection with your business.

3.8        You may not, nor permit others to           

3.8.1      use, copy, modify, distribute, loan or transfer the Materials (including any related documentation) or any copy, in whole or in part, including any print-out of all or part of any database, except as expressly provided for in this Licence Agreement;

 3.8.2     create derivative works based upon the Materials;

 3.8.3     translate, disassemble, decompile, reverse engineer or modify the Materials;

 3.8.3     delete, vary or obscure any proprietary notices on or in the Materials.

4.         OWNERSHIP

4.1        The Licensor retains ownership of the Materials and related documentation and all copies of the Materials at all times, which are copyright works and are also protected under applicable database laws.

4.2        This Licence is personal to You and You may not assign or otherwise transfer any rights or obligations relating to it without the prior written consent in every case of the Licensor

5.         LIMITED WARRANTY

5.1        Subject to the limitations and exclusions of liability set out below, the Licensor warrants that for a period of 30 days from the date of delivery of the Materials (the 

" Warranty Period"), the Medium on which the Materials are recorded will be free from material defects under normal use and the copy of the Materials in the package will materially conform to the documentation that accompanies it. However the Licensor gives no warranty that the Material will be error free and run uninterrupted.

5.2        The Licensor will also indemnify you for personal injury or death directly resulting from any defect in its products or the negligence of its employees.

5.3        The Licensor shall not be liable under the warranties given in clause 5.1 above if the Materials fail to conform to the said warranty because of any corruption, abuse or incorrect use of the Materials (including use of the Materials with equipment or other software which is incompatible) or because of any variation, modification or addition to the Materials not performed by the Licensor.

5 .4       You acknowledge and agree that the allocation of risk contained in this clause 5 is reflected in the cost of the Material and is also a recognition of the fact that the Material cannot be tested in every possible configuration and it is not within the Licensors control how or for what purpose the Material is used.

6.         DISCLAIMER

            All other guarantees, representations and warranties of any kind, whether express or implied, including, without limitation, the implied warranties of satisfactory quality, merchantability and fitness for a particular purpose or ability to achieve a particular result are hereby excluded, so far as such exclusion or disclaimer is permitted under the applicable law. You assume the entire risk as to the quality and performance of the Materials. Should the Materials prove defective, you (and not the Licensor nor any licensed reseller) assume the entire cost of all necessary servicing, repair or correction. The Licensor does not warrant that the Materials will meet your requirements or that its operation will be uninterrupted or error free. This Licence Agreement does not affect your statutory rights.

7.         LIMITATION OF LIABILITY

If the Medium or the Materials fail to conform to the warranties set out in clause 5 above you may, as your sole and exclusive remedy, obtain a replacement if you return the Materials to the Licensor or to your supplier during the Warranty Period with a dated proof of purchase. If, during the Warranty Period, the Licensor is unable to deliver a replacement which is free of material defects, you may terminate this Licence Agreement by returning the Materials to the Licensor or your supplier and any money you paid for the Materials will be refunded, along with the cost of postage and packing.

8.         EXCLUSION OF LIABILITY

8.1        In no event shall the Licensor be liable to you for any damages, including loss of business, loss of opportunity, loss of data, loss of profits or for any other indirect or consequential loss or damage whatsoever arising out of the use of or inability to use the Materials, even if the Licensor has been made aware of the possibility of such damages. 

8.2        Nothing in this Licence Agreement shall exclude or limit the liability of the Licensor for fraudulent misrepresentation or for death or personal injury resulting from the negligence of the Licensor.

9.         TERMINATION

9.1        This Licence Agreement will terminate automatically if 

9.1.2     you breach of any of its terms or if you destroy the Materials and any copies or return the Materials to the Licensor or your supplier voluntarily or.

9.2.2     you being a company

                        9.2.2.1  have a petition presented for its winding up, or

9.2.2.2              passes a resolution for voluntary winding-up (other than for the purposes of a bona fide amalgamation or reconstruction), or

                        9.2.2.3              enters into a voluntary arrangement with its creditors, or

                        9.2.2.4              becomes subject to an administration order, or

                        9.2.2.5              have a receiver appointed of all or any of its assets, or

9.2.3     being an individual or firm

                        9.2.3.1              becomes bankrupt or insolvent, or

            9.2.3.2              enters into a voluntary arrangement with creditors

9.3        Upon termination all rights you have to use the Materials will cease and you must within 7 days of termination return to the Licensor all copies of the Material and any documentation relating to it 

9.4        Termination however caused shall not affect the rights of the Licensor under the terms of this Licence which may have accrued at any time prior to the date of Termination

10.        SEVERABILITY

            If any provision of this Licence Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Licence Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

11.        ENTIRE AGREEMENT 

This Licence Agreement and the terms and conditions under which the Material was supplied to You contain the entire Agreement between us relating to the subject matter and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to that subject matter.

12.        GOVERNING LAW AND JURISDICTION

This agreement shall be governed by and construed in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.