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STANDARD TERMS AND END USER SUB-LICENCE AGREEMENT
FOR GET TROLLEYED™ SOFTWARE

NOTICE - READ CAREFULLY

The Get Trolleyed software will be made available and licensed to you and a web site hosted for you if you require it on the condition that you accept all of the terms contained in this Agreement. Consequently, you should read this Agreement carefully. By registering with Get Trolleyed and by clicking the icon to use the Get Trolleyed software you agree to be bound by the terms of this Agreement. You also agree to provide accurate and truthful registration information. If you do not agree to the terms of this agreement then we are not willing to licence you and you should not click on the icon. You will not be charged for reading this notice and the agreement.

SOFTWARE AND HOSTING AGREEMENT

1. LICENCE
  1.1 Big Fish Internet Limited (“Licensor”) hereby grants you (“Licensee”) a non-exclusive licence to access and use the Get Trolleyed software including all help files, Perl script files and databases (together referred to as the “Software”). The copyright, database rights and all other intellectual property rights in the Software remain the property of Licensor.
  1.2 Licensor hereby grants Licensee a non-exclusive licence to use the Get Trolleyed UK trade mark no. 2,235,306.
 
2 ACCEPTANCE
  By registering with Get Trolleyed and clicking on the icon to access and use the Software, Licensee is deemed to accept the terms of this Agreement. The Commencement Date shall be the date when Licensee clicks on the said icon.
 
3 PAYMENT
  3.1 Once Licensee has accepted the terms of this Agreement by clicking on the icon to access and use the Software, Licensee will immediately be invoiced for the sum of £399 payable to Licensor. Such invoice will be sent to the address as per the registration details provided by Licensee. This sum will be payable to Licensor within fourteen days of receipt of the invoice.
  3.2 On the yearly anniversaries of the Commencement Date, Licensor shall issue invoices to Licensee for £199 for annual hosting and license renewal. If Licensee wishes to extend the term of the licence in accordance with Clause 6 of this Agreement, then such invoices shall be payable within fourteen days of receipt.
  3.3 If the payments referred to at Clauses 3.1 and 3.2 above are not received within the fourteen day period, then Licensee’s rights to access and use the Software will terminate forthwith and access will be denied.
 
4 LICENSOR’S OBLIGATIONS
  4.1 On registration, Licensee has an option either to request Licensor to provide Licensee with a domain name registration for Licensee’s e-commerce shop or to request Licensor to host Licensee’s existing domain name.
    4.1.1 If Licensee requests that Licensor provides Licensee with a domain name for Licensee’s e-commerce shop, Licensor agrees to obtain a domain name registration (.co.uk TLD only) for a domain name as requested by Licensee. In the event that such a domain name cannot be registered, upon agreement of Licensor, Licensee shall endeavour to registrer an alternative domain name.
    4.1.2 If Licensee requests that Licensor hosts Licensee’s existing domain name then Licensor shall effect the transfer of the domain name to Licensor’s server (where applicable).
    The domain name registered pursuant to Clause 4.1.1 or transferred pursuant to Clause 4.1.2 shall hereafter be referred to as the “Licensee’s Hosted Store”. Licensor shall host Licensee’s Hosted Store for Licensee on the terms set out at Clause 7 below.
  4.2 For the purposes of operating Licensee’s Hosted Store, Licensor agrees to provide commercial Web Space for Licensee’s Hosted Store for one year from the Commencement Date only (if required). This will be extended for further yearly periods in accordance with Clause 6 if Licensee pays the amounts set out at Clause 3.2 above. Terms & Conditions for Licensor's hosting can be found here.
 
5 LICENSEE’S RIGHTS AND OBLIGATIONS
  5.1 This Agreement permits Licensee to:-
    5.1.1 access and use the Software, which will either reside on Licensor’s server or a server authorised by Licensor, to enable Licensee to design, construct and operate 1 (one) e-commerce shop on the Licensee’s Hosted Store that will be accessed by other users via the Internet; and
    5.1.2 grant 1 (one) sub-licence of its rights to access and use the Software to Licensee’s web-designer, customer or client to enable such web-designer, customer or client to design, construct and/or operate 1 (one) e-commerce shop on the Licensee’s Hosted Store that will be accessed by other users via the Internet PROVIDED THAT Licensee shall enter into a sub-licence with its sub-licensee on the terms set out in to this Agreement and within fourteen days of entering into the sub-licence, notify Licensor of sub-licensee’s name and address.
  5.2 Licensee shall provide accurate and truthful registration information.
  5.3 Licensee shall ensure that the Get Trolleyed UK trade mark no. 2,235,306 shall appear in a prominent position on the e-commerce shop using the Software.
  5.4

Licensee shall ensure that a Get Trolleyed copyright notice in the form:-

“The copyright in the Get Trolleyed software belongs to Big Fish Internet Limited. No unauthorised reproduction, copying or transfer may be made. All rights reserved.”

shall appear in a prominent position on the e-commerce shop using the Software.

  5.5 Licensee shall not:-
    5.5.1 use or copy the Software;
    5.5.2 modify, damage or in any other way howsoever impair the files, databases, Perl scripts or any other component of the Software;
    5.5.3 reverse engineer, de-compile or disassemble the Software, except to the extent expressly permitted by applicable law; or
    5.5.4 assign, sell, sub-licence, rent, lease or lend the Software
    other than as permitted in this Agreement.
 
6 TERM
  6.1 This Agreement shall continue for an initial term of 12 (twelve) months from the Commencement Date.
  6.2 This Agreement shall continue for further terms of 12 (twelve) month periods PROVIDED THAT Licensee pays the sums to Licensor as set out at Clause 3.2 above.
  6.3 This Agreement shall terminate immediately and automatically if Licensee fails to abide by any of terms set out in this Agreement. Further, Licensor expressly retains the right to claim damages against Licensee for breaches of Clause 5.5.
  6.4 Upon termination, the licences granted to Licensee pursuant to Clause 1 above shall cease immediately. Further, all obligations on Licensor shall immediately come to and end, particularly those obligations set out at Clause 4 above in relation to hosting Licensee’s Hosted Store.
 
7 HOSTING TERMS
  7.1 This Clause 7 sets out the obligations on Licensee operating Licensee’s Hosted Store.
  7.2 Licensee agrees that it is solely responsible for all material posted on Licensee’s Hosted Store. Licensee acknowledges that Licensor does not screen material posted by Licensee on Licensee’s Hosted Store. However, Licensor reserves the right (but is not obliged) to delete any material from Licensee’s Hosted Store that breaches the terms of this Agreement or is in any way unlawful.
  7.3 Licensee shall not on Licensee’s Hosted Store:-
    7.3.1 post material that is harmful, unlawful, pornographic, obscene or in any way objectionable;
    7.3.2 post material that infringes any third party intellectual property rights;
    7.3.3 post material that contains computer viruses or is in any way likely to cause damage to hardware, software or telecommunications equipment; and
    7.3.4 post material that will interfere with or disrupt Licensor’s server.
  7.4 Full hosting Terms & Condtions can be found here.
 
8 WARRANTIES AND REMEDIES
  8.1 Licensor warrants that the Software will perform substantially in accordance with the help files accompanying the Software (provided that the Software is used in accordance with its intended use for which it was designed) and that the help files correctly describe the operation of the Software in all material respects. If Licensor is notified of any significant error in the Software during the period of 90 days after the Commencement Date it will correct the error within a reasonable time (or at its option) refund the price of the Software against the return of the Software and documentation.
  8.2 The warranty and remedy set out at Clause 8.1 is the sole warranty and remedy and is in place of all warranties, conditions or other terms express or implied by statute or otherwise, all of which are hereby excluded to the fullest extent permitted by law.
  8.3 In particular Licensor does not warrant that the Software will meet Licensee’s requirements or that the operation of the Software will be uninterrupted or error free or that the errors in the software can be corrected. Licensee uses the Software at its own risk and in no event will Licensor be liable for any loss or damage of any kind (except personal injury or death resulting from Licensor’s negligence) including lost profits or other consequential loss arising from the use of or inability to use the Software or from errors or deficiencies in it whether caused by negligence or otherwise, except as expressly provided in this Agreement.
 
9 SUPPORT
  Licensor’s technical support staff will endeavour to answer by web-site and e-mail any queries Licensee may have about the Software for a period of 90 days after the initial purchase date. Licensee should e-mail support at the Get-Trolleyed web site at www.get-trolleyed.co.uk.
 
10 NOTICES
  All notices under this Agreement should be e-mailed to Licensor via the Get-Trolleyed web site at www.get-trolleyed.co.uk.
 
11 LAW
  This Agreement constitutes the entire agreement between Licensor and Licensee concerning the Software and shall be governed by English law.
 
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