These terms and conditions (“Terms”) apply to your use of the products (as defined below)
provided by Landoop LTD. (“Landoop”).
Please read these Terms carefully
If you (“you” or “customer”) plan to use any of the products on behalf of a company or other
entity, you represent that you are the employee or agent of such company (or other entity) and
you have the authority to accept all of the terms and conditions set forth in an accepted
request (as defined below) and these Terms (collectively, the “agreement”) on behalf of such
company (or other entity).
By using any of the products, you acknowledge and agree that:
(a) you have read all of the terms and conditions of this agreement;
(b) you understand all of the terms and conditions of this agreement;
(c) you agree to be legally bound by all of the terms and conditions set forth in this
If you do not agree with any of the terms or conditions of these Terms, you may not use any
portion of the products.
The “effective date” of this agreement is the date you first download any of the products.
1. Product. For the purpose of this Agreement, “Product” shall mean any of Landoop’s
products and software including but not limited to: FAST DATA CSDs and Web Tools.
2. Entire Agreement. This Agreement includes these Terms, any exhibits or web links
attached to or referenced in these Terms and any terms set forth on the Landoop web site at
, and as may be updated by Landoop in its sole discretion from time to time. This Agreement is
the entire agreement of the parties regarding the subject matter hereof, superseding all other
agreements between them, whether oral or written, regarding the subject matter hereof.
3. License Delivery. Landoop grants to Customer a nonexclusive, nontransferable,
nonsublicensable, revocable and limited license to access and use the applicable Product as
defined above solely for Customer’s internal purposes, and for a particular “License Period”.
The Product is delivered via electronic download or online access made available following
Customer’s acceptance of this Agreement.
4. License Period. In consideration that this Licensee is for trial usage, Landoop grants
to the Customer for a trial period of 60 days a non-exclusive, non-transferable,
non-sublicensable license to use the Product for the specific purpose specified in this
Agreement, subject to the terms and conditions set out in this Agreement.
5. License Restrictions. Unless expressly otherwise set forth in this Agreement, the
Customer will not: a) modify, translate or create derivative works of the Product; b) decompile,
reverse engineer or reverse assemble any portion of the Product or attempt to discover any
source code or underlying ideas or algorithms of the Product; c) sell, assign, sublicense, rent,
lease, loan, provide, distribute or otherwise transfer all or any portion of the Product; d)
make, have made, reproduce or copy the Product; e) remove or alter any trademark, logo,
copyright or other proprietary notices associated with the Product; and f) cause or permit any
other party to do any of the foregoing.
6. Ownership. As between Landoop and the Customer and subject to the grants under this
Agreement, Landoop owns all right, title and interest in and to: a) the Product (including, but
not limited to, any modifications thereto or derivative works thereof); b) all ideas,
inventions, discoveries, improvements, information, creative works and any other works
discovered, prepared or developed by the customer in the course of or resulting from the
provision of any services under this Agreement; and c) any and all Intellectual Property Rights
embodied in the foregoing.
7. Nondisclosure. Each party shall, during the term of this licence and thereafter, keep
confidential all, and shall not use for its own purposes (other than implementation of this
licence) nor without the prior written consent of the other disclose to any third party (except
its professional advisors or as may be required by any law or any legal or regulatory authority)
any, information of a confidential nature (including trade secrets and information of commercial
value) which may become known to such party from the other party and which relates to the other
party or any of its Affiliates, unless that information is public knowledge or already known to
such party at the time of disclosure, or subsequently becomes public knowledge other than by
breach of this licence, or subsequently comes lawfully into the possession of such party from a
third party. Each party shall use its reasonable endeavours to prevent the unauthorised
disclosure of any such information. This clause will survive termination of this Agreement.
8. Warranty disclaimer. To the extent permitted by law, Landoop will in no way be liable
to the Customer or any third party for any loss or damage, however caused (including through
negligence) which may be directly or indirectly suffered in connection with any use of the
Product. The Product is provided by Landoop on an “as is” or “as available” basis without any
representations, warranties, covenants or conditions of any kind. Landoop will not be held
liable by the customer in any way, for any loss, damage or injury suffered by the customer or by
any other person related to any use of the Product or any part thereof. Notwithstanding anything
contained in this Agreement, in no event shall Landoop be liable for any claims, damages or loss
which may arise from the modification, combination, operation or use of the Product with
customer’s computer programs. Landoop does not warrant that the Product will function in any
environment. The customer acknowledges that: a) The Product has not been prepared to meet any
specific requirements of any party, including any requirements of the Customer; and b) it is
therefore the responsibility of the Customer to ensure that the Product meets its own individual
requirements. To the extent permitted by law, no express or implied warranty, term, condition or
undertaking is given or assumed by Landoop, including any implied warranty of merchantability or
fitness for a particular purpose. Landoop and its suppliers do not warrant that any of the
products will be free from all bugs, errors, or omissions.
9. Indemnification. The Customer will indemnify, defend and hold Landoop and its
directors, officers, employees, suppliers, consultants, contractors, and agents harmless from
and against any and all actual or threatened suits, actions, proceedings (at law or in equity),
claims (groundless or otherwise), damages, payments, deficiencies, fines, judgments,
settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable
attorney fees, costs, penalties, interest and disbursements) resulting from any claim (including
third-party claims), suit, action, or proceeding against any Landoop indemnitees, whether
successful or not, caused by, arising out of, resulting from, attributable to or in any way
incidental to: a) any breach of this Agreement (including, but not limited to, any breach of any
of Customer’s representations, warranties or covenants); or b) the negligence or willful
misconduct of the Customer. This clause will survive termination of this Agreement.
10. Limitation of liability. Landoop shall not in any circumstances have any liability
for any losses or damages which may be suffered by the Customer (or any other person claiming
under or through the Customer), whether the same are suffered directly or indirectly or are
immediate or consequential, and whether the same arise in contract, tort (including negligence)
or otherwise, howsoever, which fall within any of the following categories; i) special damage
even if Landoop was aware of the circumstances in which such special damage could arise; ii)
loss of profits; ii) loss of anticipated savings; iv) loss of business opportunity; v) loss of
goodwill; vi) loss or corruption of data
11. Termination. This Agreement and the license granted herein is granted for a “License
Period”, unless otherwise terminated by Landoop in the event of any of the following: a) if the
Customer is in breach of any term of this Agreement; or b) if the Customer becomes insolvent, or
institutes (or there is instituted against it) proceedings in bankruptcy, insolvency,
reorganization or dissolution, or makes an assignment for the benefit of creditors. Termination
under this clause shall not affect any other rights or remedies Landoop may have.
12. Miscellaneous. This Agreement and any dispute or claim arising out of or in
connection with it or its subject matter or formation (including non-contractual disputes or
claims) shall be governed by and construed in accordance with the law of England and Wales. The
parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction
to settle any dispute or claim that arises out of or in connection with this Agreement or its
subject matter or formation (including non-contractual disputes or claims).