License Terms

Introduction

This document sets out the terms upon which we grant you permission to use Our Software. We will refer to it as “the Licence Terms”. It’s fundamental to the relationship we will have with you so it would be a good idea for you to read it through carefully before making use of Our Software. If you want to purchase a licence for our software, you should read our Purchase Terms. These Licence Terms just relate to your use of our Software.

In these Licence Terms, when we use the words “we”, “us’ or “our”, we are referring to Edgeofmyseat Ltd, a company registered in England and Wales under company number 04735127. Sometimes you may see us using the trading name Edgeofmyseat.com. Our registered office is at Spike Island, 133 Cumberland Road, Bristol, BS1 6UX, England.

When we use words like “you” or “your”, it’s to you, the individual (or the company on whose behalf you are acting) that will be using or deploying Our Software that we refer.

It’s quite likely that you are a developer or working for a design or development agency and that you want to use Our Software as part of a client project. Just to be clear, it is you that is our licensee unless or until you wish to transfer the benefit of these Licence Terms to your client. If you want to do that, read on because you will find more details on how to transfer the Licence Agreement to your client below. But until then, it is you that is responsible for complying with these Licence Terms, not your client.

Definitions

It makes things a lot easier if we define at the outset what certain words will mean when we use them in these Licence Terms. That means, for the words listed below, from this point on when you see them used in this document With Apparently Inappropriate Use of Capital Letters, the words will have the meanings you see here.

Our Software: the software (excluding the packaged Third Party Software) described in more detail on our website, or rather, the specific version of that software for which you have purchased or received a licence to use.

Account Centre: means the facility on our Website through which you can deal with administrative changes to your relationship with us.

Compatibility Test Suite: means the test facility that we provide on our Website.

Documentation: means help and support notes and guides available on the Website.

Intellectual Property Rights: all those intangible things that can be owned and controlled but are not physical. This includes things like copyright, trade marks, domain names, database right and a host of other Intellectual Property Rights, wherever they might take effect in the world. It covers all such Intellectual Property Rights, whether they are registered or not, and whether they exist at the date upon which you purchase a licence to use Our Software or come into existence some time later. This term also includes applications for registered Intellectual Property Rights that are pending as of now and Intellectual Property Rights whose term of protection has been renewed or extended somehow.

Project: the web development project specified by you via the Account Centre for which Our Software may be used in accordance with this licence.

Support: means support that we provide via the online ticketing system and forum on the Website only.

Third Party Software: means software supplied with Our Software, the Intellectual Property Rights within which are owned by third parties.

Website: our website, which is hosted at an IP address corresponding to http://www.grabaperch.com.

Not all of the defined terms are listed in this section. You will see words in bold type elsewhere in this document – there are a few in the opening paragraphs for example. Where you see a word or words in bold type, that signifies a definition, so when you see that word or words used elsewhere, look back to the bold type version to check what it/they mean.

When you see the words “includes” or “including” used in these Licence Terms, it means without limitation to what then follows, which is really an example.

You can take it that when we refer to legislation, we are also referring to all subordinate legislation (rules and regulations) that are set down under or pursuant to that legislation. Those references also include instances where the original legislation we refer to is replaced by new legislation that does the job of the legislation we referenced.

When we refer to something being “in writing” or “written”, this includes emails or other forms of electronic communication, including messages sent to your account or notifications sent to you via any mobile application that you might be using.

Licence Grant

We hereby grant you a right to download, install and use Our Software in accordance with these Licence Terms. You acknowledge that this licence is non-exclusive, which means we may grant licences to other people, some of whom may be your direct competitors.

In addition to using Our Software, you may also make a copy of it in the form in which you download it from us but you may only use that copy as a backup in accordance with The Copyright, Designs and Patents Act 1988, as amended by the Copyright (Computer Programs) Regulations. You must save a copy of this licence alongside that back-up copy and you must keep the back-up copy somewhere secure. If we ask, you must tell us where the back-up copy is stored and, if appropriate, give us access to it so that we can check for ourselves.

Licence Limitations

Because software is an intangible thing, we do not sell it to you as such. Instead we sell to you our permission to use it. However, that permission is not limitless. It is subject to a number of limitations. Without our explicit written consent, you may not:

  • share, transfer or distribute copies of Our Software or Documentation to others; nor
  • transmit, publish, display, reproduce, edit, translate, modify, frame, create derivative works or otherwise alter Our Software; nor
  • reverse engineer, decompile or disassemble Our Software save as permitted by law; nor
  • delete, vary or obscure our copyright notices or other proprietary notices.

You may use each licence of Our Software for one Project only. However, this doesn’t mean that you may use the licensed copy on one domain only. We appreciate that developing websites can be a long complicated process and that it is necessary to build them in a closed, private environment before unleashing them on an unsuspecting world. For that reason, in addition to the domain upon which you will eventually publish the Project, you may also nominate a further two domains for that project, one as a development site and one as a staging version.

However, please note this doesn’t mean you have a licence to use Our Software for three different websites. You don’t. You have a right to use one licensed copy of Our Software on up to three different versions of the same Project, two of which we expect either to be entirely closed or significantly limited in some way. If we suspect that you are using one licensed copy of Our Software for two or more projects, we will disable those domains until you purchase the appropriate number of licences and if you do it repeatedly, we may terminate all of your licences.

Our Software was designed and built to allow developers and designers to build websites for their clients, with the intention that the resulting projects should be easy to manage and administer. The resulting websites can be used for more or less anything that Our Software will support, within the law of course. We’re all for the ambitious and experimental, but although you are entitled to include Our Software as part of the final product that you are delivering to your client for the purpose of using and administering the website that is the subject of the Project, you can’t sub-licence Our Software repeatedly to the world at large, whether as a hosted content management system (similar to Wordpress.com) or in any other way. You are buying a licence for one Project and one Project only.

Your licence to use Our Software includes updates to the version that you have purchased, but NOT upgrades. There is more detail on this in the Purchase Terms.

We do not grant you permission to distribute Our Software, whether you do so intentionally or accidentally, for example by storing the Project in any form of open source control service. If you do use a source control service, you must ensure that it is secured for the use of you and your employees only. Our Software must NOT be made available to the public under any circumstances and your failure to secure Our Software when using a source control service will constitute an infringement of our Intellectual Property Rights.

Please note that the export of technology products from some countries to others may be the subject of state controls wherever you are. The use of technology products and the web generally is limited by some governments. Your use of Our Software is subject to any limitations or prohibitions imposed by law local to you or to the users of the Project and, more generally, to those imposed by the law of the United Kingdom.

Third Party Software packaged with Our Software is included subject to the licence terms from the owners/controllers of the Intellectual Property Rights in the software in question, copies of which we will provide.

Sub-licensing and Assignments

The purpose of Our Software is to allow you to build great websites on a stable, secure and easy-to-administer foundation. Those websites may be intended for use by your own business (or that of your employer) or you may be building websites for clients. In the latter case, when you’ve finished building the website, the question arises as to whether you are going to keep control of it or whether you are going to hand over control to your client. Either way, your client will need to know the basis for its right to use Our Software going forward.

If you are maintaining control of a client website, you are entitled under these Licence Terms to grant a sub-licence of the licence of Our Software relating to the Project to your client. If you choose to do this, you will remain responsible to us for the compliance of your client (and its users and customers) with these Licence Terms. If your client breaches any of these Licence Terms, you will be liable to us for that breach. On the other hand, you will maintain control of the Project.

Alternatively, if you are intending to hand the Project over to your client on completion and then exit the arrangement, you may prefer to transfer to your client the benefit of the licence of Our Software relating to the Project. A representative of your client will have to register with us in order to receive the licence. You can arrange the transfer by raising a ticket in our Support System and if you do, the licence in question will transfer to your client, a representative of whom, having registered with us, will have confirmed that they accept these Licence Terms. From that point onwards, your client will be responsible for any breaches of these Licence Terms, however you will no longer control the Project.

Support

We do not provide any sales advice or after-sales advice or service and the support we give is gratuitous and provided entirely at our discretion. We do not provide support by email or telephone under any circumstances, however when we do choose to provide support, it is via the forum available on the Website.

Please note that the support we provide relates to the configuration and use of Our Software. We do not provide support for the configuration of web servers or similar systems.

We provide support for recent versions of Our Software. We may, at our discretion, cease to provide support for earlier versions of Our Software at any time without notice. Please have a look at our Purchase Terms for more information about versions, updates and upgrades.

You will have to have updated to the latest version available under your Licence and if you have not done so, we may ask you to complete the update before providing support.

Although we will do our best to respond to support requests within a reasonable time, our ability to do so may be hindered by our capacity to take on new tasks at any given time. At present we do not offer support contracts.

Liability

Our Software is provided on an “as is” and an “as available” basis. We do not warrant that use of Our Software will be uninterrupted or error-free. You hereby acknowledge and agree that any errors that occur or bugs that you find shall not constitute a breach of these Licence Terms. You also acknowledge and agree that we shall not be responsible to correct any such errors or bugs.

WE EXCLUDE ALL LIABILITY FOR PROBLEMS CAUSED BY THE INTERACTION BETWEEN OUR SOFTWARE AND ANY HARDWARE, SYSTEMS, NETWORKS OR DATA. WE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE; OR ANY LOSS OF PROFITS, TURNOVER, DATA, BUSINESS OPPORTUNITIES, ANTICIPATED SAVINGS OR DAMAGE TO GOODWILL (WHETHER DIRECT OR INDIRECT).

OUR LIABILITY TO YOU IN RESPECT OF ALL OTHER CLAIMS, LOSSES OR DAMAGES, WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE UNDER OR IN CONNECTION WITH THESE LICENCE TERMS SHALL IN NO EVENT EXCEED ANY LICENCE FEE THAT HAS BEEN PAID TO US BY THE PURCHASER OF THE LICENCE FOR THE COPY OF OUR SOFTWARE THAT HAS GIVEN RISE TO THE LIABILITY IN QUESTION.

We offer no warranties or guarantees concerning the performance of Our Software and any representations given by us, whether about Our Software or anything else, are excluded save where they are repeated in these Licence Terms. You confirm that you have not relied upon any warranties or guarantees in agreeing to adhere to these Licence Terms save for those that are set out within them.

We do not warrant that Our Software is suitable for the purposes you intend even if you have informed us as to what your intentions might be. It is up to you to satisfy yourself that Our Software meets your requirements and is compatible with your systems. We recommend that you make use of our Compatibility Test Suite (available free of charge on the Website) to test whether Our Software is suitable for you. When you properly complete use of the Compatibility Test Suite, a Compatibility Pass or Fail will be issued by our system but please note that this is merely indicative. We will endeavour to make sure that the Compatibility Test Suite operates as accurately as reasonably possible, but ultimately the success or failure of your implementation of Our Software is down to you.

Nothing in these Licence Terms should be interpreted so as to act in any way to limit or exclude our liability for death or personal injury arising from our negligence or for fraud or fraudulent misrepresentation.

Intellectual Property Rights

Save for packaged Third Party Software, we own all Intellectual Property Rights in Our Software and we warrant that your use of Our Software in accordance with these Licence Terms will not infringe the Intellectual Property Rights of any third party.

We will indemnify you against any loss, damage or expense that you suffer should we breach our warranty concerning the infringement of third party Intellectual Property Rights arising from the use of Our Software providing that you notify us of any such actual or alleged infringement within 3 working days of your becoming aware of the same. This indemnity is also given on the basis that you will, should we so request, allow us to conduct all negotiations and litigation and that you will provide us with all reasonable assistance that we might request and that you will not attempt to compromise or settle any such infringement allegation.

We may, at our expense, modify or replace Our Software in order to avoid the infringement of third party Intellectual Property Rights or we may terminate your licence to use Our Software in order to prevent further infringements occurring. Should we terminate your licence to use Our Software, we will refund the licence fee paid by the purchaser of that licence, subject to reasonable depreciation given the period through which that copy of Our Software has been used under these Licence Terms since the licence to use that copy was purchased.

You will respect our Intellectual Property Rights and those of the third parties who own or control the Third Party Software that is packaged with Our Software. You gain no rights as a result of your purchase of a licence to use Our Software or through your use of Our Software save for the permission we grant you to use Our Software under these Licence Terms. You will indemnify us against all actions, claims, proceedings, damages, costs and expenses arising from your infringement of our Intellectual Property Rights in Our Software.

Our Software contains technological protection measures designed to detect and/or prevent the infringement of our Intellectual Property Rights. You should be aware that circumventing such measures may constitute a criminal offence and we may, in the event that you attempt to circumvent those measures, terminate all licences to use Our Software that you have purchased (including all licences that you have since assigned to third parties) immediately and without notice so as to protect our intellectual property.

You will allow us to audit your use of Our Software in order to ensure your compliance with these Licence Terms, though any such audit will be carried out in good faith only where we have reasonable suspicion that such an infringement may have occurred.

You will notify us as soon as possible should you become aware that any third party is infringing the Intellectual Property Rights in Our Software, whether that infringement arises from the unauthorised use, copying, distribution of Our Software or any other act.

Term & Termination

Your right to download, install and use Our Software in accordance with these Licence Terms starts on the date we received the Licence Fee from you (if you are the original purchaser of the licence in question) or on the date that a transfer of the licence to you is completed (if you are not the original purchaser). Your right to use Our Software continues indefinitely unless terminated in accordance with these Licence Terms.

We may terminate your licence to use Our Software if you breach or fail to comply with any of your obligations under these Licence Terms. If your breach or non-compliance can be fixed, we will contact you citing the breach or non-compliance and we will give you 14 days to correct the position. If you fail to do so, we may terminate your licence to use Our Software without further notice.

We may suspend your use of Our Software rather than terminate your licence, thereby giving you an opportunity to put things right. Suspension as opposed to termination is entirely at our discretion.

We may also terminate your licence:

  • if you, as an individual, are declared bankrupt, become mentally incapacitated or die; or
  • if you, being a company, go into liquidation, whether compulsory or voluntary (except for the purposes of any amalgamation or reconstruction) or have a receiver appointed over any of your assets or undertakings, or you are unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986) or you stop payment of any sums due under these Licence Terms or you cease to carry on the whole or substantially the whole of your business;

and you must notify us immediately should any of these circumstances arise. Please note however, this will not affect any Licences that you have already transferred to your clients, although to be clear, were any of these events to happen to a client to whom you have already transferred a licence to use Our Software, our right to terminate will still arise nonetheless.

Were you able to continue using Our Software after we had terminated or suspended your licence, you would be doing so without our permission. This would be an infringement of our Intellectual Property Rights. Consequently, we have built into Our Software technological protection measures designed to ensure that your copy of Our Software will be unusable once your licence has been terminated or suspended.

We may, having terminated your licence to use Our Software, require you to uninstall and remove Our Software from any and all domains we have cited.

Should circumstances arise that give us cause to terminate a licence, we may in addition terminate all licences to use Our Software that you hold.

Please note that your right to use Our Software will not be terminated should we cease trading or enter insolvency proceedings of any kind. Your rights under these Licence Terms will survive any such proceedings and any purchaser of the Intellectual Property Rights in Our Software will acquire those rights subject to your licence.

Other Stuff

We will not be liable to you for any failure on our part for reasons that are beyond our reasonable control. Should something go wrong that is beyond our reasonable control, we promise to do our best to try to put it right as quickly as reasonably practicable.

We are satisfied that the use of Our Software by yourself or your clients will comply with English law. You will ensure that when making use of Our Software, you (and your clients) will comply with all applicable laws and regulations whether under English law or the law of your (or your client’s) own jurisdiction, wherever that happens to be. We will not be liable should you (or your clients) fail, whether directly or indirectly, deliberately or accidentally, to comply with those laws and regulations and you will indemnify us for any loss or expense we incur as a result of dealing with any investigations, claims or other regulatory or civil action that occurs as a result of that failure.

You (our customer) and we (Edgeofmyseat Limited) are independent businesses and we are not operating in partnership or in any kind of principal/agent or employer/employee relationship, nor in any other relationship of trust to each other.

In order to have the effect intended for them, some of the provisions of these Licence Terms will survive the termination of your licence, however that might come about.

The unenforceability of any part of these Licence Terms will not affect the enforceability of any other part.

Just because we do not insist on your compliance with any one or more of your obligations under these Licence Terms does not mean that we waive our right to insist on that compliance at some later date.

There may be occasions when the law requires information that we give you or communications you wish to send us be in writing. Where that is the case, you agree that such communications and information may be transmitted electronically. Nevertheless, if you wish to write to us in hard copy, you may address your letter to the registered office address given at the top of these Licence Terms. For the purpose of these Licence Terms, you may deem that we have received that letter seven days after the date you have posted it (to give us the chance to collect it). We may send notices to any address, electronic or street, that you have provided to us in creating your account on the Website or by sending notifications to your account.

You recognise that your breach (or threatened breach) of these Licence Terms may cause irreparable harm to us and that in such a situation, we are entitled to seek an injunction or other equitable relief to prevent that breach or further occurrences of that breach in future.

With regard to any indemnity given by you to us or us to you under these Licence Terms, the party with the benefit of that indemnity will take all reasonable steps to reduce or mitigate the loss covered by that indemnity.

No person who is not a party to these Licence Terms shall have any rights under the Contracts (Rights of Third parties) Act 1999 to rely upon or enforce any of the provisions of these Licence Terms. However, this does not affect any right or remedy of the third party that exists or is available apart from that Act.

Absolutely everything relevant to and incorporated into our contract with you is recorded either in these Licence Terms, our Purchase Terms, our Registration Terms or in our Privacy Policy. If something you consider important isn’t recorded in those documents, it doesn’t form part of the contract, so please either disregard it or cease your use of Our Software.

From time to time, the provision of new functionality or the removal of old functionality, the development of new products, changes to our business model or all manner of other things may require us to make changes to these Licence Terms. Where the need arises, we will alert you to the new Licence Terms as soon as possible and no later than 28 days before the new Licence Terms come into force. Should you (or your client) continue to make use of Our Software once the new Licence Terms come into force, you will be deemed to have accepted the new Licence Terms.

Just to be clear, any new Licence Terms that we adopt will not narrow the rights granted to you nor will we be entitled to charge any additional fees in respect of those rights.

If you do not consider our new Licence Terms to be acceptable, you may notify us of this via the Account Centre and your Licence(s) will terminate immediately prior to the new Licence Terms coming into effect. Were this to happen within one calendar year of your purchase of a licence, we will refund to you 50% of the fee that you have paid to us in respect of that licence.

These Licence Terms are governed by the law of England and Wales and is subject to the exclusive jurisdiction of the English Courts.