Terms and Conditions

BEFORE YOU CAN RUN THE SOFTWARE ON YOUR COMPUTER YOU MUST CLICK THE "ACCEPT" BUTTON AT THE END OF THIS DOCUMENT WHICH WILL ENABLE YOU TO INSTALL THE SOFTWARE.

YOU ARE ADVISED TO CAREFULLY READ THE TERMS AND CONDITIONS OF THIS LICENCE AND BY CLICKING ON THE "ACCEPT" BUTTON AND/OR DOWNLOADING THE SOFTWARE YOU ARE CONSENTING TO BE BOUND BY AND WILL BECOME THE LICENSEE TO THIS LICENCE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENCE, CLICK THE "DO NOT ACCEPT" BUTTON AND DO NOT DOWNLOAD OR USE THE SOFTWARE.

When you "click" the "Accept" button GreenFactory Productions Limited, registered no. 4188096 registered office address, Sheffield Science & Technology Park, Cooper Buildings, Arundel Street, Sheffield South Yorkshire S1 2NS (the "Licensor") grants you (the "Licensee") a revocable, non-exclusive, non-transferable Licence for the accompanying software product, GrassWorks, including (if applicable) electronic documentation and associated material (the "Software"). The Licence permits you to "Use" (as defined) the Software on a single computer system (the "System") for single use only upon the terms and subject to the conditions contained herein. The Software may NOT be transferred electronically from one computer to another nor used over a network.

1. In this Licence "Use" shall mean and include utilisation of the Software by copying, transmitting or loading the same into the permanent memory (e.g. hard disk, CD-ROM or other storage device) of the System for the processing of the System instructions or statements contained in such Software; and copying the Software which is in machine-readable form for Use by the Licensee on the System for the purposes only of understanding the contents of such machine-readable material. One (1) copy of the Software may be made for back-up and one (1) copy for disaster recovery provided they contain the same copyright information as the original.

2. The Software is NOT free or shareware. The Software will initially be installed as a demonstration version which will run for a limited number of days. For information regarding GrassWorks, to upgrade to the full product, or to obtain additional licenses, please contact the sales team at GreenFactory Productions Limited by phone on +44 (0) 870 7000152, by fax on +44 (0) 870 7000153, or by email sales@greenfactory.co.uk.

3. Upon accepting this Licence you undertake:

(a) not to copy the Software (other than for normal operation and as specified in Clause 1 above) nor (subject to applicable law rights) to disassemble, decompile or reverse engineer the Software.

(b) not to translate, modify, lease, rent, loan, redistribute, sub-lease, sub-license the Software or create derivative works from the Software.

(d) to supervise and control Use of the Software in accordance with the terms of this Licence.

(e) to ensure that your employees, agents and other parties who will use the Software are notified of this Licence and the terms hereof prior to such employee, agent or party using the same.

(f) to reproduce and include the copyright notice of the Licensor as it appears in or on the Software on all copies.

(g) not to provide or otherwise make available the Software to any person other than your employees without prior written consent from the Licensor.

(h) not to display the Software on a public bulletin board, ftp site, worldwide web site, chat room or by any other unauthorised means.

(i) not to use the Software for immoral, illegal or for any other purpose which may be determined threatening, abusive or harmful including but not limited to the creation or transmission of any virus, worms, trojan horse, cancelbot or any other destructive or contaminating program.

(j) within 14 days after the date of termination or discontinuance of this Licence for whatever reason, to destroy the Software and all upgrades or copies.

4. Subject to Clause 3 above, the Software may only be transferred to another party if the original and all copies (including back-ups) of the Software, documentation and this Licence are transferred permanently at no charge to the proposed new licensee and such party agrees to be bound by all the terms of this Licence and notifies the Licensor in writing within seven (7) days of the transfer. You will remain liable for any breach of this Licence by you or by any new licensee. Upon such transfer you may retain NO copies of the Software or documentation.

5. (a) THE SOFTWARE IS PROVIDED "AS IS" AND TO THE EXTENT PERMITTED BY LAW WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

THE LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR THAT SUCH ERRORS WILL BE CORRECTED AND THE LICENSEE IS SOLELY RESPONSIBLE FOR ALL COSTS AND EXPENSES ASSOCIATED WITH RECTIFICATION, REPAIR OR DAMAGE CAUSED BY SUCH ERRORS. EXCLUSION OF WARRANTIES MAY NOT BE VALID IN CERTAIN JURISDICTIONS, HOWEVER, THE ONLY APPLICABLE LAWS UNDER WHICH THIS LICENCE MAY BE CONSTRUED ARE SPECIFIED IN CLAUSE 8 BELOW.

(b) THE LICENSOR SHALL NOT BE LIABLE TO THE LICENSEE OR TO ANY OTHER PARTY FOR ANY LOSS OR DAMAGE WHATSOEVER OR HOWSOEVER CAUSED ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH THIS LICENCE, THE SOFTW

(c) ARE, ITS USE OR OTHERWISE, EXCEPT TO THE EXTENT THAT SUCH LIABILITY MAY NOT BE LAWFULLY EXCLUDED UNDER THE APPLICABLE LAW.

(d) NOTWITHSTANDING THE GENERALITY OF (b) ABOVE, THE LICENSOR EXPRESSLY EXCLUDES LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE (INCLUDING BUT NOT LIMITED TO ALL LIABILITY FOR LOSS OF PROFIT, ANTICIPATED PROFIT, ANTICIPATED SAVINGS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, INDIRECT AND CONSEQUENTIAL LOSS OR DAMAGE , DAMAGE TO PROPERTY (AND THE RECIPIENT IS ADVISED TO SEEK PROPER ADVICE WITH REGARD TO PROPERTY AND BUSINESS INTERRUPTION INSURANCE BEFORE USE OF THE SOFTWARE).WHICH MAY ARISE IN RESPECT OF THE SOFTWARE HOWSOEVER CAUSED EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(e) IN THE EVENT THE LICENSOR INCURS ANY LIABILITY WHATSOEVER, SUCH LIABILITY IS LIMITED TO THE LICENCE FEE PAID BY THE LICENSEE FOR THE SOFTWARE (EXCEPT FOR DEATH OR PERSONAL INJURY ARISING FROM THE LICENSOR'S NEGLIGENCE).

(f) THE LICENSEE ACCEPTS THE RISK THAT USE OF THE SOFTWARE MAY CAUSE DAMAGE TO THE LICENSEE’S (OR ITS AGENT’S, EMPLOYER’S OR ANY THIRD PARTY OWNER’S) PROPERTY AND USE OF THE SOFTWARE IS ENTIRELY AT THE LICENSEE’S RISK. THE SOFTWARE DOES NOT GUARANTEE SPECIFIC RESULTS AND IS FOR USE MERELY AS A GUIDE TO ASSIST THE LICENSEE IN MAINTAINING ITS PROPERTY.

(g) ALTHOUGH EVERY EFFORT IS MADE TO ENSURE DATA SUPPLIED BY THE LICENSOR TO THE LICENSEE USED IN THE SOFTWARE ARE CORRECT THE LICENSEE ACKNOWLEDGES THAT ONLY A SMALL DATABASE OF CHEMICALS AND DOSE RATES GLEANED FROM THE SUPPLIERS AND MANUFACTURERS OF PRODUCTS USED FOR GREEN KEEPING PRODUCTS HAVE BEEN USED. THEREFORE, THE LICENSEE SHOULD CHECK THAT THE CHEMICALS AND PRODUCTS ASSOCIATED WITH SUCH DATA ARE CORRECT FOR ITS LOCATION (THE LICENSOR HAS COMPILED THE UK DATA ON THE BASIS OF AN AVERAGE TAKEN FROM EUROPEAN-WIDE STATISTICS). THEREFORE THE DATABASE AND RECOMMENDATIONS MADE BY THE SOFTWARE MAY NOT BE CORRECT FOR THE LICENSEE’S.

6. All copyright, trade marks and other intellectual property rights subsisting in or used in connection with the Software (including but not limited to all images, animations, audio and other identifiable material relating to the Software) are and remain the sole property of the Licensor.

7. You may terminate this Licence at any time by destroying the Software, documentation and all copies. No Licence Fee is refundable. The Licensor may terminate this Licence at any time if you are found in breach of any of these terms. If you are notified of such termination, you must comply with the provisions of Clause 3(j) above.

8. The parties hereby agree that this Licence shall be construed in accordance with the European Commission's Directives and WIPO Treaties on Computer Programs, Copyright and Intellectual Property Rights and in terms of the enforceability of this Licence, this Licence shall be deemed "in writing" and "accepted" by both parties.

9. This Licence shall be governed by and construed in accordance with English Law and each party submits to the exclusive jurisdiction of the English courts.