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Terms & Conditions
Definitions
In these terms and conditions the following terms shall have the
meanings allocated to them:
"Activation"
means the first time your software client with your username and
password or license key connects to the MagneticTime servers to
authorize usage of the Software.
"Agreement"
means these terms and conditions, the Registration Details and the
Technical Requirements;
"Charges" means
the charges payable by you for the Service and the Software;
"Ireland"
means the Republic of Ireland
"Minimum Period"
means a period of twelve months commencing from the Start Date;
"MagneticTime”,"we"
or "us"
means Roverette Ltd, of The National Technological Park, Limerick,
Republic of Ireland.
"Privacy Policy"
means the privacy policy governing our use of the personal information
that we collect from you in connection with the Software and set
out on our website at http://www.magnetictime.com/privacy.shtml;
"Registration Details"
means the personal information you provide on registration for the
Software and which may be subsequently changed or amended by you
or on your behalf;
"Service"
means any service provided by MagneticTime, whether complimentary
to the Software or otherwise
"Software"
means the MagneticTime client software which you download and install
on your computer and any MagneticTime Service
"Software End User License Agreement"
means the license agreement you need to accept in order to use the
Software;
"Start Date"
means the date when the Software or any part of it is first made
available to you or when you first start to use the Software, whichever
is the earlier;
"you/your"
means the person with whom MagneticTime is making the Agreement,
as specified in the Registration Details.
The Software
2.1 Registering with MagneticTime and using our Software gives you
the ability to use those functions specified within our internet
site www.magnetictime.com
, and for which you have paid a license fee, subject to Clause 4,
using a PC (of appropriate specification).
2.2 The Software will be provided or procured by MagneticTime with
reasonable skill and care and in accordance with the provisions
of this Agreement.
2.3 If you use the Software for business purposes you agree that
you do so without any conditions, guarantees, warranties, whether
express or implied including but not limited to any warranties or
conditions as to satisfactory quality or fitness for a particular
purpose, which are expressly excluded to the maximum extent permitted
by law. You will not hold MagneticTime responsible for any loss
of profit, business, opportunity, goodwill, reputation, revenue
or savings you expect to make, wasted expenditure or data being
lost or corrupted. Nor will you hold MagneticTime liable for damages
which may or may not have been foreseeable at the time you entered
the contract.
Personal Information and Cookies
3.1 The Registration Details that you provide shall be true, accurate
and complete. You agree to inform MagneticTime of any changes to
your Registration Details immediately by e-mail addressed to MagneticTime.
If you are not the same person as the person who pays the Charges,
then you warrant that you have informed and have obtained from the
bill payer the necessary consents and permissions for registering
or changing account payment details and to allow MagneticTime to
process such details.
3.2 MagneticTime will respect your personal information and undertakes
to comply with all applicable Irish Data Protection legislation.
By signing up for the Software you consent to our using and/or disclosing
your personal data as follows:
3.2.1 Disclosing certain personal details including account details
to a bank, credit card operator or other payment processor for the
purposes of setting up a continuous payment authority;
3.2.2 Providing or arranging for third parties to provide any part
of the Software including but not limited to customer care facilities
and billing, email and tools and services, which may involve disclosing
information about you to third parties solely for this purpose;
3.2.3 Providing you with communications about our Software, special
announcements including but not limited to instructions, information,
changes to the products, services and prices, organizational and
administrative changes; and Software newsletters that shall include
but not be limited to Member benefits (which are unconditional rewards
rewarding Members for their time with us), competitions and any
other relevant information relating to the provision of our Software,
inline with our Privacy Policy, and
3.2.4 Providing personal data to distributors of MagneticTime products
with whom MagneticTime have a commercial relationship for the purpose
of accounting and auditing.
3.3 Use of your Registration Data will be in accordance with our
Privacy Policy. Our use will however be subject to any preferences
you set on the registration form in which you have provided Registration
Details.
3.4 Other than as required by law, or as permitted under this Agreement,
MagneticTime shall not disclose your Registration Details to any
third party without your permission inline with our Privacy Policy.
3.5 In order to provide you with the Services, MagneticTime may
attach cookies to your system that are essential to enable us to
identify you as a Member to understand and facilitate your purchase
of the Software. We also use cookies to ensure that our mailing
tools are working correctly. You hereby consent to receiving the
cookies by accepting these Terms of Use. Further details on how
we use the information generated from the cookies is set out in
our Privacy Policy.
MagneticTime's Obligations
4.1 In consideration of the Charges, MagneticTime shall provide
the Software in accordance with the terms and conditions of this
Agreement.
4.2 MagneticTime does not accept any responsibility for any defects
or errors in the Software.
4.3 You acknowledge that MagneticTime cannot warrant that any current
or future Service will be interruption free or that the transmission
of information through the Service will be secure. The Service may
be suspended for operational reasons (such as maintenance or Service
upgrades) or because of an emergency. Before suspending or interrupting
the Service (as aforesaid) MagneticTime shall use reasonable endeavors
to give you as much notice as possible.
4.4 You acknowledge that it is technically impracticable to provide
the Service free from errors and/or faults and MagneticTime does
not undertake to do so. MagneticTime shall provide a Helpdesk Facility
to enable faults to be reported and resolved but does not warrant
that all faults will be corrected.
4.5 The obligations of MagneticTime to provide the Software shall
be conditional upon the Technical Requirements being satisfied;
4.6 Except as may be expressly stated in this Agreement, all warranties
and conditions, whether express or implied by statute, common law
or otherwise are hereby excluded to the fullest extent permitted
by law.
4.7 You acknowledge that due to contention on the Internet, the
speed of the Service may be reduced or may not be available at times.
Your Obligations
5.1 You agree that as part of your wish use the Software, some minor
modifications may need to be made to your PC to make it operate
with the Software. It is your responsibility to ensure that such
modifications do not invalidate the terms of any warranty you may
have concerning your PC. MagneticTime shall incur no liability for
any claim that your warranty has been invalidated (if applicable)
as a result of work carried out by you, MagneticTime or its agents
in order to make your PC operate with the Software.
5.2 You will be allocated both a user name and a password in order
to access the Software and you will be responsible for keeping your
password confidential and agree to take all necessary steps to ensure
that it is kept secure and is not disclosed to any unauthorized
person. You will inform us upon becoming aware of any suspected
or actual unauthorized use of the Software and will take all steps
necessary (or requested by us) to prevent such use.
Use of the Software
6.1 You shall not use the Software: (a) in a way that does not comply
with the terms of any legislation or any license applicable to you
or that is in any way unlawful or fraudulent purpose or effect;
(b) without prejudice to the generality of (a) above, in connection
with the carrying out of a fraud or criminal offence against MagneticTime
and/or its agents, or any public telecommunications operator; (c)
to send, knowingly receive, upload, download, use or re-use any
material which is abusive, indecent, defamatory, obscene or menacing,
or in breach of any copyright, confidence, privacy or any other
rights; (d) to send or procure the sending of any unsolicited advertising
or promotional material; (e) in a way that does not comply with
any instructions MagneticTime or its agents has given.
6.2 MagneticTime shall have the right to enforce such provisions
set out in Clause 6.1 above by suspending or terminating the provision
of the Software to you if MagneticTime knows you are in breach of
such obligations.
6.3 You will indemnify MagneticTime and/or its agents against any
claims or legal proceedings that are brought or threatened against
MagneticTime and/or its agents by a third party: (a) because the
Service is used in breach of Clause 6.1 (a) to (f) inclusive; or
(b) in circumstances where you are in breach of Clause 6.2.
6.4 You will notify MagneticTime of any such claims or proceedings
referred to in Clause 6.3
and keep MagneticTime informed as to the progress of such claims
and proceedings.
6.5 You will use the Software in accordance with the Software End
User License Agreement. and keep MagneticTime informed as to the
progress of such claims and proceedings.
Intellectual Property Rights
7.1 You will agree to enter into any agreement reasonably required
by the owner of the copyright in any software made available to
you for the purpose of accessing the Software.
7.2 You acknowledge and agree that all intellectual property rights
in the Software (including, without limitation, any associated software)
are vested and shall remain vested in MagneticTime, its agents as
appropriate.
Intellectual Property Rights Indemnities
8.1 MagneticTime will indemnify you against all claims and proceedings
arising from the infringement of any intellectual property rights
by reason of MagneticTime's provision of the Software to you. As
a condition of this indemnity you must: (a) notify MagneticTime
promptly in writing of any allegation of infringement; (b) make
no admission relating to the infringement; (c) allow MagneticTime
or its agents to conduct all negotiations and proceedings and give
all their assistance in doing so (MagneticTime will pay your reasonable
expenses for such assistance); and (d) allow MagneticTime or its
agents to modify the Software, or any item provided as part of the
Service, so as to avoid the infringement provided that the modification
does not materially affect the performance of the Software.
8.2 The indemnity in Clause 8.1 does not apply to infringements
caused by the use of the Software in conjunction with other equipment
or software not supplied by MagneticTime or its agents, or to infringements
caused by designs or specifications made by you, or on your behalf.
You will indemnify MagneticTime and its agents against all claims,
proceedings and expenses arising from such infringements or alleged
infringements.
Charges
9.1 The payment you make covers the cost of providing you with a
license or licenses to use the Software and setting up your MagneticTime
account
9.2 MagneticTime will endeavor, where possible,
to fix any errors and/or faults but reserves the right to charge
for additional functionality when available.
Limitation of Liability
10.1 Neither party shall be liable to the other, either in contract,
tort (including negligence) or otherwise for direct or indirect
loss of profits, business or anticipated savings, nor for any indirect
or consequential loss or damage or for any destruction of or impairment
of access to any data arising in relation to this Agreement including,
without limitation, MagneticTime's ability to provide the Software
or Service.
10.2 The liability of MagneticTime in contract, tort (including
negligence) or otherwise in relation to this Agreement is limited
to the price paid by you for the Charges in the year (commencing
from the Start Date or any anniversary of the Start Date) in which
the liability first arose.
10.3 MagneticTime or its partners warrants that, where supplied,
the physical media (i.e. CD Rom, DVD etc.) and the physical documentation,
to be free of defects in materials and workmanship for a period
of 90 days from the original purchase date. If notified within this
warranty period and if such notification is determined to be correct,
MagneticTime or its partners will, at its sole discretion, repair
or replace the media or documentation affected. This limited liability
is void if the damaged or defect has resulted from accident, abuse
or misapplication.
10.4 Each provision of this Agreement, excluding or limiting liability,
operates separately. If any part is held by a court to be unreasonable
or inapplicable, the other parts shall continue to apply.
Term and Termination
11.1 This Agreement will remain in force in perpetuity. This Agreement
may be terminated for any reason within 7 days of purchase for a
full refund of the charges paid.
11.2 Other than this you will not be entitled to a refund in full
or in part
11.3 In the event that MagneticTime suspends the Software to you
pursuant to any breach by
you of our payment terms, or in accordance with any pertinent clauses
pursuant to this Agreement, you will not be entitled to a refund.
11.4 Termination in accordance with this Clause 11 shall not prejudice
or affect any right of action or remedy which shall have accrued
or shall thereafter accrue to either party and all provisions which
are expressed to survive this Agreement or impliedly do so shall
remain in full force and effect.
Force Majeure
12.1 If either party is unable to perform any obligation under this
Agreement because of a matter beyond that party's reasonable control
such as lightning, flood, exceptionally severe weather, fire, explosion,
war, civil disorder, industrial disputes (whether or not involving
that party's employees), or acts of local or central Government
or other competent authorities or events beyond the reasonable control
of that party's suppliers, the party will have no liability to the
other for that failure to perform.
12.2 If any of the events detailed in Clause 12.1 continue for more
than one month either party may serve notice on the other terminating
this Agreement.
Variation
MagneticTime reserves the right to vary the terms of this Agreement
or the nature of the Software (where the technical specification
of the Software is varied) at any time. The latest version of our
Terms and Conditions will be available on our website and you should
make sure that you check for any changes on a regular basis.
Miscellaneous
14.1 The Agreement shall be governed by and construed in accordance
with Irish Law and the parties hereby agree to submit to the exclusive
jurisdiction of the High Court of Ireland in respect of any dispute
or matter arising out of or in connection with the Agreement.
14.2 This Agreement constitutes the entire agreement between the
parties and supersedes representations, communications and prior
agreements (oral or written). This Clause shall not apply to any
statement, representation, or warranty made fraudulently, or to
any provision of this Agreement that was induced by fraud for which
the remedies available shall be all those available under the law.
14.3 Any notice or other communication to be given under the Agreement
must be in writing to the other party and may be delivered or sent
by email, pre-paid first class letter post or fax transmission at
the party to be served last known address. Any notice or document
shall be deemed served if delivered, at the time of delivery; emailed,
at the time of delivery to your email server; posted, 48 hours after
posting; and if sent by facsimile transmission, at the time of transmission.
14.4 This Agreement shall not be assigned, sub-contracted, sub-licensed
or otherwise disposed of by you. MagneticTime reserves the right
to assign, sub-contract or otherwise transfer its obligations to
provide the Software.
14.5 The illegality, invalidity or unenforceability of any provision
this Agreement shall not affect the continuation in force of the
remainder of this Agreement.
End
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