PLEASE READ THIS CAREFULLY BEFORE YOU USE THE SOFTWARE YOU AGREE THAT ANY USE OF THIS SOFTWARE IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS LICENCE ("LICENCE"). BY USING THE SOFTWARE YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT OR UNDERSTAND THEM, YOU SHOULD PROMPTLY RETURN THE SOFTWARE IN ITS PACKAGING UNUSED AND INTACT TO AUTOTRADER PLC. NOTE: TECHNICAL SUPPORT AS WELL AS NOTIFICATION OF UPGRADES IS ONLY PROVIDED TO USERS WHO ACCEPT THE TERMS AND CONDITIONS OF THIS LICENCE.
1 GRANT OF LICENCE You are not permitted to install or run the software product known as "Carbase / Carbase 4 / Carbase Online" (the "Software") or to use the user manuals and other documentation, either printed or included in the Software, (the "Manuals") supplied to you without the prior written permission of Autotrader Plc . In consideration of your acceptance of and compliance with the terms and conditions of this Licence, Autotrader Plc grants you (the individual or entity whose name and address appears on the registration document completed for this copy of the Software), a non-exclusive, perpetual, royalty-free licence to install and run the Software and to use the Manuals on and subject to the terms and conditions of this Licence. All references to the Software mean the object code form only of the program(s) comprising the Software. This Licence shall apply to all copies of the Software.
You own only the media (or authorised replacement) on which the Software is recorded. Autotrader Plc shall at all times retain ownership of the Software as recorded on the original media and all subsequent copies of it regardless of form.
YOU ARE PERMITTED TO:
1.1 use the Software and Manuals in connection with a single computer. If you wish to use the Software on more than one computer, you must obtain from Autotrader Plc a separate licence for each additional copy of the Software;
1.2 load the Software and use it only on a single computer which is under your control;
1.3 transfer the Software from one computer to another provided that the Software is installed and used on only one computer at a time;
1.4 make a single back-up copy of the Software in support of your permitted use of the Software provided you label the back-up copy with Autotrader Plc product identification and notices of proprietary rights and restrictions; and
1.5 use the Software only in your business.
YOU MAY NOT NOR PERMIT OTHERS TO:
1.6 use, copy or transfer the Software except as permitted by this Agreement;
1.7 distribute, rent, loan, lease, sub-licence or otherwise deal in the Software and Manuals;
1.8 copy the Manuals in any manner;
1.9 alter, adapt, merge, modify or translate the Software or the Manuals in any way for any purpose, including, without limitation, for error correction;
1.10 reverse-engineer, disassemble or decompile the Software except that you may decompile the Software only to the extent permissible by law where this is indispensable to obtain the information necessary to achieve the interoperability of an independently created program with the Software or with another program and such information is not readily available from Autotrader Plc or elsewhere; or 1.11 remove, change or obscure any product identification or notices of proprietary rights and restrictions on or in the Software and Manuals.
2 INSTALLATION & TRAINING
2.1 Autotrader Plc shall use reasonable skill and care in relation to the installation of the Software on your computer system.
2.2 Autotrader Plc shall provide you with such training regarding the use of the Software as Autotrader Plc considers is adequate to enable you to understand how to use its principal functionality.
3 TERM & TERMINATION
3.1 The Licence will continue until terminated. You may terminate it at any time by destroying the Software and Manuals together with all copies in any form.
3.2 The Licence will terminate automatically if you fail to comply with any provision of this Licence. The Licence will also terminate without further action or notice by Autotrader Plc if you become bankrupt, go into liquidation, suffer or make any winding up petition, make an arrangement with your creditors, have an administrator, administrative receiver or receiver appointed or suffer or file any similar action in consequence of debt.
3.3 Upon termination of the Licence for any reason you agree to destroy the Software and Manuals together with all copies in any form, including copies on your hard and back-up disks and certify to Autotrader Plc that you have done so.
4 LIMITED WARRANTY
Autotrader Plc warrants only to you as the original licensee, that:
4.1 the Software when used properly will perform substantially as described in the user manual supplied for the Software; and
4.2 the media on which the Software is recorded will be free from defects in material and workmanship under normal use.
Autotrader Plc entire liability and your exclusive remedy under the warranties given in this section 4 will be, at Autotrader Plc option to repair or replace the Software or media, which does not conform with the warranty.
This remedy is subject to the return of the Software to Autotrader Plc not later than 5 days after the end of a period of 30 days from the date of your receipt of the Software. The above represent your sole remedies for any breach of Autotrader Plc warranties, which are given only to the original user of the Software.
5 EXCLUSION OF OTHER WARRANTIES
Except for the express warranties in section 4 above, Autotrader Plc makes and you receive no other warranties, conditions or representations, express or implied, statutory or otherwise, and without limitation the implied terms of satisfactory quality and fitness for a particular purpose are excluded to the fullest extent permitted by law. Autotrader Plc does not warrant that the operation of the Software will be error free or uninterrupted. It is your responsibility to ensure that the Software is suitable for your needs and you assume the entire risk as to the performance and results of the Software and Manuals.
6.1 Subject to section 6.3 below, you shall load and use the Software at your own risk and in no event will Autotrader Plc be liable to you or any third party for any direct, consequential, incidental, or special damage or loss of any kind (including without limitation loss of profits, loss of contracts, business interruptions, loss of or corruption to data) however caused and whether arising under contract, tort, including negligence or otherwise.
6.2 If any exclusion, disclaimer or other provision contained in this Agreement is held invalid for any reason and Autotrader Plc becomes liable for loss or damage that could otherwise be limited, such liability, whether in contract, negligence or otherwise, will not exceed â‚¬75.
6.3 Autotrader Plc does not exclude or limit liability for death or personal injury resulting from the negligence of Autotrader Plc, or for fraud.
7.1 This Licence is the digital software agreement between you and Autotrader Plc and supersedes any other oral or written communications, agreements or representations with respect to the Software and Manuals and each party acknowledges that it has not entered into this Licence in reliance upon any representation not expressly set out in the Licence and neither party shall be liable in respect of any representation made prior to and not contained in this Licence unless it was made fraudulently.
7.2 If any part of this Agreement is held by a court of competent jurisdiction to be unenforceable the validity of the remainder of the Agreement will not be affected.
7.3 Unless expressly provided in this Licence, no term of this Licence is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
7.4 This Licence is governed and construed in accordance with the laws of England and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the English Courts.