Agreement for users of the screenelf.com online Website.
1.1 In this Agreement the following definitions apply: -
Agreement - means these terms and conditions and all documents thereto by reference;
Licensor - means Screen Elf Ltd, United Kingdom, registration number 08060002;
Charges - means any License fees payable to the Licensor by the user;
Prices Page - means that part of Screenelf.com website which sets out commercial terms such as any Charges.
Rights - means copyright, database rights, trade marks or other intellectual property rights in any jurisdiction;
Service - means access to the screenelf.com Website.
User - means any person at whose application the Licensor decides to provide the Service. It and its are used throughout this Agreement for the User, even though the User might be a natural person;
2. Passwords and access to the Service
2.1 The Licensor grants the User a licence to use the Service subject to the terms set out in this Agreement.
2.2 The User's password for accessing the service shall be used by the User (or the licensor for the purpose of administering the User's account). The User agrees:-
(a) to indemnify the Licensor for all costs, liabilities, claims, losses (including loss of revenue) for any unauthorised use of the password.
2.3 Where the User has set its own password it shall change its password (using the Members Accounts Area) immediately if it becomes aware that a third party has misused it.
2.4 The licensor shall not be liable to the User for any failure by the User to access the Service as a result of a failure of the User's equipment or events effecting access to the internet generally (which prevent or delay the User accessing
3. Grant of licence, warranties
3.1 The Licensor grants to the User a non-exclusive, non-transferable licence to use the Service for the User's personal or internal purposes and on the terms set out in this Agreement.
3.3 The Licensor may suspend or terminate the Service at any time without notice and without making a refund of the charges paid where it suspects the User is misusing the service for separate commercial gain or where usage is excessive.
3.4 The User acknowledges that the use of the Service requires skill and judgement. The User shall at all times exercise its own skill and judgement in the use and interpretation of the Service and shall be solely responsible for the purposes
for which it is used and for all opinions, recommendations, forecasts and other comments made or action taken by the User based wholly or partly on the Service. The Licensor shall not be liable for any losses suffered by the User or
any third party as a result of its use or reliance on the Service (subject to clause 6.1 below).
3.5 The Service is supplied AS IS, and no representation, warranty, condition or other term as to the quality of the Service or its usefulness or fitness for any purpose is made or given, and any implied terms are expressly excluded. the
Licensor shall not be liable for any inaccuracy or incompleteness in any information supplied under the Service and the User uses the Service at its own risk.
3.6 The licensor reserves the right to revise or amend the format and/or content of the Service from time to time.
3.7 the licensor gives no warranty or undertaking as to the uninterrupted continuity of any part of the Service.
3.8 The User shall not resell, rent, license, distribute or otherwise transfer or deal with the Service on a commercial basis or otherwise unless authorised in writing to do so.
3.9 The User must not use the Service except as permitted under the Agreement, and shall not use it for any illegal or unlawful purpose, or so as to bring the Licensor or its business, products or services into disrepute.
3.10 the Licensor reserves the right to suspend access to any part of the service on becoming aware of any such regulation, claim, condition or restriction in any part of the world which requires it to do so or which exposes it to any liability or claim
if it does not do so.
3.11 The Licensor may refuse to supply the Service to any User for any or no reason.
4.1 The User accepts that by providing its credit card details it authorises the Licensor to deduct the Charge from the User's credit card. The amount of the Charge shall be as displayed from time to time on the Prices Page and may change.
4.2 Where Users have taken out a subscription for any part of the Service, on the expiry of the period the User will be notified and the User will need to authorise an additional payment.
5. Rights in the Service
5.1 All Rights which exist in the Service are owned by the licensor or licensed to the Licensor.
5.2 The User shall not infringe licensor's Rights in the Service or its presentation, or enter into an arrangement, agreement or understanding which would or might allow a third party to do so.
5.3 The User may print off limited extracts from the Service in hard copy solely for the User's own personal purposes. The User may not otherwise copy the Service or transfer the Service (or its subscription thereto) to any third party.
Save as aforesaid, any other copying or downloading of information from the Service is strictly prohibited.
5.4 The User shall promptly notify the Licensor of any unauthorised use of the Service or any actual or suspected infringement of any of the licensor's Rights in the Service of which the User becomes aware.
6.1 licensor's liability to the User shall be unlimited in respect of such liability which cannot be excluded or limited by law (such as fraudulent misrepresentation).
6.2 Save as provided under clause 6.1 above.
(a) the Licensor shall not be liable to the User, in contract, tort or otherwise, for any loss of profits, business or anticipated savings, or for indirect or consequential loss, however
caused or arising; and (b) the licensor's liability shall be limited to any Charges paid by the User.
6.3 The User agrees to indemnify and to render the licensor harmless from and against any and all losses, damages and costs suffered or incurred by the licensor howsoever arising out of or in connection with the User's use of the Service
or howsoever arising in relation to any breach of this Agreement.
7. Unsubscribe and Cancellation
7.2 Either party may terminate the Agreement, which in the case of the User may be communicated to the Licensor by the User sending an email headed unsubscribe to firstname.lastname@example.org. The User shall not be entitled to any refund of charges
it has already paid to the licensor.
7.1 If the User is in breach of the Agreement, the Licensor may suspend the provision of the Services immediately or terminate this Agreement with immediate effect and without having to make a refund.
7.3 The exercise by either party of any right to terminate the Agreement shall not limit any other rights or remedies it may have, and shall not affect any accrued rights or obligations arising before the date of termination.
77.4 On the termination of the Agreement for any reason the User shall immediately discontinue use of the Service.
7.5 The restrictions under the Agreement on the use of and dealing in the Service shall survive the termination of the Agreement for any reason.
8.1 The Agreement is personal to the User, which may not assign or otherwise transfer any of its rights or obligations under the Agreement to any third party.
88.2 The licensor reserves the right to subcontract the performance of any of its obligations under this Agreement through a third party, or to assign this contract to a third party.
Each provision of the Agreement is severable from the rest. If any part of the Agreement is held invalid, illegal or void for any reason, this shall not affect the validity or legality of the remainder, which shall continue in full force
10. Force majeure
The Licensor shall not be liable for any delay or failure to perform its obligations under this Agreement caused by circumstances beyond its reasonable control including network or telecommunications outages.
11. Entire agreement
This Agreement together with the License terms set out on its website constitutes the entire agreement between the parties and supersedes all previous communications, representations and arrangements, statements or representations, written
or oral. The User acknowledges that no reliance is placed on any representation or statements made prior to the Agreement unless they were made fraudulently.
12. Governing law
The Agreement shall be construed in accordance with and governed by English law and the parties shall submit to the exclusive jurisdiction of the English Courts.
20th November 2017