Way to the Web Product License LICENCE TERMS AND CONDITIONS 1. LICENCE 1.1 Way to the Web Limited of 73, Donaldson Way, Woodley, Reading, Berkshire, RG5 4XL ("Way to the Web") hereby grants you a non-exclusive, non-transferable licence to download and use (the "Product") and the accompanying documentation (the "Documentation") on the following terms. 1.2 The copyright and all other rights in the Product and the Documentation remain with Way to the Web. 2. ACCEPTANCE You are deemed to have accepted the terms and conditions of this Licence by downloading the Product. 3. SCOPE OF LICENCE 3.1 You shall not: 3.1.1 modify, adapt, merge, translate, decompile, disassemble, or reverse engineer the Product, except as permitted by law; or 3.1.2 sell, assign, rent, sub-license, loan, mortgage, charge or otherwise deal in any way in the Product or Documentation or any interest in them except as expressly provided in this Licence. 4. DURATION OF LICENCE 4.1 This Licence shall commence on the date hereof and, subject to other terms of this Licence, shall continue thereafter for as long as you continue to use the Product. 4.2 This Licence shall terminate automatically if you fail to abide by any of its terms. 4.3 Upon termination of this Licence you shall destroy the Product and the Documentation and shall erase all copies of the Product under your control and stored on any medium. 5. WARRANTIES AND REMEDIES 5.1 Way to the Web warrants that for a period of 90 days from the date that the Product is downloaded, it will provide the facilities and functions set out in the Documentation when properly used and further, that the Documentation will provide adequate instruction to enable you to make proper use of such facilities and functions. 5.2 The said warranty shall be subject to you complying with your obligations hereunder and to there having been made no alterations to the Product by any person other than Way to the Web. When notifying a defect or error you shall (so far as you are able) provide Way to the Web with a documented example of such defect or error. 5. 3 Way to the Web shall have no liability or obligations under the said warranty other than to remedy breaches thereof by the provision of materials and services within a reasonable time and without charge to you. If Way to the Web shall fail to comply with such obligations its liability for such failure shall be limited as specified in Clause 6. The foregoing states the entire liability of Way to the Web, whether in contract or tort, for defects and errors in the Products and the Documentation. 5.4 You acknowledge that the Products have not been prepared to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions described in the Documentation meet your requirements. Way to the Web shall not be liable for any failure of the Products to provide any facility or function not specified in the Documentation 5.5 Way to the Web does not warrant that the operation of the Products will be uninterrupted or error free or that all errors will be remedied. 5.6 Except as expressly provided in this Licence, no warranty, condition, undertaking or term, express or implied, statutory or otherwise, as to the condition, quality, performance or fitness for purpose of the Products or the Documentation is given or assumed by Way to the Web and all such warranties, conditions, undertakings and terms are hereby excluded to the fullest extent permitted by law. 6. LIABILITY 6.1 Way to the Web will indemnify you and keep you fully and effectively indemnified against any loss of or damage to any property or injury to or death of any person caused by any negligent act or omission or wilful misconduct of Way to the Web, its employees, agents or sub-contractors or by any breach of its contractual obligations arising out of this Licence. 6.2 Except in respect of injury to or death of any person caused by negligence (for which no limit applies) Way to the Web's liability to you under sub-clause 6.1 above in respect of each event or series of connected events shall not exceed one and a half times the price you paid to licence the Product. 6.3 Notwithstanding anything else contained in this Licence, Way to the Web shall not be liable to you for loss of profits or contracts or indirect or consequential loss or damage whether arising from negligence, breach of contract or howsoever caused 6.4 Way to the Web shall not be liable to you for any loss arising out of your failure to keep full and up-to-date security copies of the computer programs and data you use. 7. CONFIDENTIAL INFORMATION 7.1 You undertake to treat as confidential and keep secret all information contained or embodied in the Products and the Documentation which, by its nature has the necessary quality of confidence about it ("Confidential Information"), provided that this clause shall not extend to any information which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause). 7.2 You shall not without the prior written consent of Way to the Web divulge any part of the Confidential Information to any person except to: 7.2.1 your own employees and then only to those employees who need to know the same; 7.2.2 your auditors and any other persons or bodies having a right duty or obligation to know your business and then only in pursuance of such right duty or obligation; 7.2.3 any person who is from time to time appointed by you to maintain your network, website or the equipment upon which the Product is being used (in accordance with the terms of the Licence) and then only to the extent necessary to enable such person properly to maintain such network, website or equipment. 7.3 You undertake to ensure that the persons and bodies mentioned in paragraphs 7.2.1, 7.2.2 and 7.2.3 are made aware prior to the disclosure of any part of the Confidential Information that the same is confidential and that they owe a duty of confidence to Way to the Web. You shall indemnify Way to the Web against any loss or damage which Way to the Web may sustain or incur as a result of your failing to comply with such undertaking 7.4 You shall promptly notify Way to the Web if you become aware of any breach of confidence by any person to whom you divulge all or any part of the Confidential Information and shall give Way to the Web all reasonable assistance in connection with any proceedings which Way to the Web may institute against such person for breach of confidence. 7.5 The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any termination of this Licence. 8. INDEMNITIES 8.1 Way to the Web shall indemnify you against any claim that the normal use or possession of the Products and/or Documentation infringes the intellectual property rights of any third party provided that Way to the Web is given immediate and complete control of such claim, that you do not prejudice Way to the Web's defence of such claim, that you give Way to the Web all reasonable assistance with such claim and that the claim does not arise as a result of the use of the Products and/or Documentation in combination with any equipment or programs not supplied or approved by Way to the Web. Way to the Web shall have the right to replace or change all or any part of the Products and/or Documentation in order to avoid any infringement. The foregoing states the entire liability of Way to the Web to you in respect of the infringement of the intellectual property rights of any third party 8.2 Except to the extent caused by Way to the Web's breach of its obligations hereunder, or its negligent or wilful misconduct in connection with this Licence, and without limiting Way to the Web's obligations in sub-clause 8.1 above, you shall indemnify and hold Way to the Web harmless from any and all liability, loss and damage Way to the Web may suffer as a result of claims demands or judgments by any third party arising out of your use or operation of the Products, the Documentation and related output. You shall, at your expense, defend any such action, suit or claim against Way to the Web. 9. SUPPORT Way to the Web's technical support staff will, between the hours of 9.00 and 17.30 UK time Monday to Friday inclusive (except on bank and public holidays), endeavour to answer on-line or by email any queries you may have about the Product. For support please either use the on-line support desk or the on-line support forum given on our Website or in the Documentation. Any Product updates that may be made available by Way to the Web from time to time will be supplied at Way to the Web's then prevailing charges and subject to Way to the Web's then prevailing terms and conditions. Way to the Web does not guarantee backward compatibility with previous versions of the Product as it retains the right to add, remove or modify any feature or function in previous versions, at its sole discretion. 10. OTHER SERVICES Way to the Web may also provide you with, at its option and subject to its then prevailing charges and terms and conditions, other services in relation to the Product, such as installation and consultancy services. Please contact Way to the Web at the number given on our Website or in the Documentation for more information about such services. 11. CONSUMERS If you deal as a consumer as defined in the Unfair Contract Terms Act 1977, your statutory rights remain unaffected. 12. PERSONAL INFORMATION CONTROL You agree to comply with all applicable laws, regulations, rulings and orders of the EU, US and other countries (including but not limited to the EU's GDPR) in which you have operations relating to the protection, use, and distribution of personal information of your users or visitors on any devices which have the Program installed or stored. Further, you shall indemnify Way to the Web for any and all claims resulting from your violation of any such laws, regulations, rulings, or orders. 13. LAW This Licence constitutes the entire agreement between you and Way to the Web relating to the Product and the Documentation and is governed by and construed in accordance with the laws of England. The courts of England shall have exclusive jurisdiction.