Editor commercial license (v1.4)

v1.4 - Effective date: 8th March 2021

IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE DOWNLOADING THE SOFTWARE: This licence agreement (the "Licence") is a legal agreement between you (the "Licensee" or "you") and SpryMedia Ltd and having a place of business at Mayfield, Forgandenny, Perthshire, PH2 9EQ, UK (the "Licensor" or "we") for this DataTables Editor software product (the "Software"), which includes computer software, the data supplied with it, and online or electronic documentation (the "Documentation").

BY DOWNLOADING THIS SOFTWARE AND/OR MAKING PAYMENT OF THE LICENCE FEE YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND, IF RELEVANT, YOUR EMPLOYEES. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE ARE UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE DOWNLOADING THE SOFTWARE IMMEDIATELY.

1

GRANT AND SCOPE OF LICENCE

1.1

In consideration of you agreeing to abide by the terms of this Licence and the payment of the licence fee, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence.

1.2

You may:

(a)

download and use the Software for your internal business purposes, for use by the number of developers for which you have purchased the Software.

(b)

make as many copies of the Software as required, for back-up purposes only, subject to compliance with the undertakings set out in clause 3;

(c)

receive and use any free supplementary software code or update of the Software incorporating "patches" and corrections of errors as may be provided by the Licensor from time to time;

(d)

use any Documentation in support of the use permitted under clause 1.1.

1.3

The Licensor may, at any time, replace the current version of the Software with an updated or upgrade version or new release. The:

(a)

Licensee is entitled to download and use all upgrades of the DataTables Editor software that are made available by Licensor for one calendar year after purchase.

(b)

Licensee may purchase a renewal license at any time, or select automatic renewal at initial purchase, to extend the period that upgrades will be available by an additional calendar year.

(c)

Licensee may continue to use the software at the latest version that was available during their upgrade period, after their upgrade period expires, if a renewal license is not purchased.

(d)

Licensor reserves the right to require that a new Licence is agreed to by any purchaser of such updated or upgraded version.

2

FEES

2.1

The Licensee shall pay to the Licensor licence fees in the amount detailed on the Licensor’s website at http://editor.datatables.net (the "Website") from time to time and (based on the number of developers) before downloading the Software. Payment can be made through Stripe, PayPal, or alternative means with agreement between parties;

2.2

All sums payable under this licence are exclusive of VAT or any relevant local sales taxes, for which the Licensee shall be responsible;

2.3

The licence fee is calculated in US Dollars, Euros or Sterling. The Licensor shall not be liable for any losses incurred by the Licensee caused by exchange rate fluctuations or by any failure to remit or convert funds at a particular time or at a more favourable rate of exchange than actually used.

2.4

If the Licensee fails to pay any amount payable by it under this licence the Licensor may charge the Licensee interest on the overdue amount (payable by the Licensee immediately on demand) from the due date up to the date of actual payment at the rate of 3% per annum above the base rate for the time being of the Royal Bank of Scotland. Such interest shall accrue on a daily basis and be compounded quarterly. The Licensor may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 and Late Payment of Commercial Debts Regulations 2002.

2.5

If the Licensee selects the "Subscription" payment option, the Licensor will store payment details (using [Stripe](https://stripe.com/en-gb/privacy)) to charge the license renewal fee, agreed when the original license was purchased. This will be charged annually and may be cancelled at any time by the Licensee.

3

LICENSEE'S UNDERTAKINGS

3.1

Except as expressly set out in this Licence or as permitted by law, you undertake:

(a)

not to copy the Software or Documentation except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security;

(b)

not to rent, lease, sub-license or loan or translate the Software or Documentation;

(c)

to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number of developers using the Software and on the reasonable request of the Licensor producing evidence thereof to the Licensor;

(d)

to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence;

(e)

to include the copyright notice of the Licensor on all entire and partial copies of the Software in any form;

(f)

to allow the Licensor to use the Licencee’s logo and/or trading name on the Website. The Licensee’s logo and/or trading name shall only be used to identify the Licensee as a user of the Software

4

SUPPORT

Credits purchased to allow the provision of support for the Software ("Support Credits"), if not included at the time of purchase of the Software, can be purchased through the Website. Support Credits can be used for DataTables, Editor or any of the other first class plug-ins included in the DataTables download package. Support Credits are valid for 12 months from the date of purchase. The Licensor will endeavour to respond to a support request within 2 UK working days. Support will be provided by e-mail or through the forum on the Website. If the Licensor is unable to provide a solution, answer or fix to any reasonable support query (the determination of what is reasonable being at the sole discretion of the Licensor) then the Licensor may, at his sole discretion, refund such Support Credit(s) as the Licensor deems relevant.

5

REGISTRATION

The Licensee shall, before purchasing the Software, register their e-mail address with the Licensor by creating a login for the forum on the Website. The login requires the creation of a user name and password of the Licensee’s choice.

6

INTELLECTUAL PROPERTY RIGHTS

You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to the Licensor, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this Licence.

7

WARRANTY

7.1

The Licensor warrants that the Software will, when properly used, perform substantially in accordance with the functions described in the Documentation (provided that the Software is properly used in the web-browsers for which it was designed as referred to in the accompanying documentation), and the Documentation correctly describes the operation of the Software in all material respects.

7.2

You acknowledge that the Software has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.

7.3

You acknowledge that the Software may not be free of bugs or errors and you agree that the existence of any such bugs or errors shall not constitute a breach of this Licence.

7.4

If you notify the Licensor in writing of any defect or fault in the Software in consequence of which it fails to perform substantially in accordance with the Documentation, and such defect or fault does not result from you having amended the Software or used it in contravention of the terms of this Licence, the Licensor will, at its sole option, repair or replace the Software, provided that you make available all information that may be necessary to assist the Licensor in resolving the defect or fault, including sufficient information to enable the Licensor to recreate the defect or fault.

8

DATA PROTECTION

8.1

We will use the personal information you provide to us to:

(a)

provide the Software;

(b)

process your payment for such Software; and

(c)

inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us;

8.2

We will not give your personal information to any third party.

9

LICENSOR’S LIABILITY

9.1

This clause sets out the entire financial liability of the parties (including any liability for the acts or omissions of their respective employees, agents and subcontractors) to each other in respect of:

(a)

any breach of this Licence however arising;

(b)

any use made or resale of the Software or the Documentation by you, or of any product or service incorporating any of the Software or the Documentation; and

(c)

any representation, statement, act or omission (including negligence) arising under or in connection with this Licence.

9.2

Nothing in this Licence shall limit or exclude the liability of either party for:

(a)

death or personal injury resulting from negligence; or

(b)

fraud or fraudulent misrepresentation; or

(c)

breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

(d)

breach of section 2 of the Consumer Protection Act 1987; or

(e)

the deliberate default or wilful misconduct of that party, its employees, agents or subcontractors.

9.3

Without prejudice to clause 9.2, neither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:

(a)

loss of income;

(b)

loss of business profits or contracts;

(c)

business interruption;

(d)

loss of the use of money or anticipated savings;

(e)

loss of information;

(f)

loss of opportunity, goodwill or reputation;

(g)

loss of, damage to or corruption of data; or

(h)

any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise; provided that this clause 9.3 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of clause 9.2 or any other claims for direct financial loss that are not excluded by any of categories (a) to (h) inclusive of this clause 9.3.

9.4

Subject to clause 9.2 and clause 9.3, the Licensor's maximum aggregate liability under or in connection with this Licence, or any collateral contract, whether in contract, tort, delict (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the Licence Fee.

9.5

This Licence sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Software and Documentation. In particular, there are no clauses, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Licence. Any clause, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.

10

TERMINATION

10.1

The Licensor may terminate this Licence immediately by notice to you if:

(a)

you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service on you of notice requiring you to do so; or

(b)

a petition for a bankruptcy order to be made against you has been presented to court; or

(c)

the Licensee (where it is a company) becomes insolvent or unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt.

10.2

Upon termination for any reason:

(a)

all rights granted to you under this Licence shall cease;

(b)

you must cease all activities authorised by this Licence;

(c)

you must immediately pay to the Licensor any sums due to the Licensor under this Licence; and

(d)

you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to the Licensor (at the Licensor's option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to the Licensor that you have done so.

11

TRANSFER OF RIGHTS AND OBLIGATIONS

11.1

This Licence is binding on you and us and on our respective successors and assignees.

11.2

You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without the Licensor’s prior written consent.

11.3

The Licensor may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of his rights or obligations arising under it, at any time during the term of the Licence.

12

NOTICES

All notices given by you to the Licensor must be given to SpryMedia at Mayfield, Forgandenny, Perth and Kinross, PH2 9EQ, UK. The Licensor may give notice to you at either the e-mail or postal address you provided to it when purchasing the Software. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

13

EVENTS OUTSIDE THE LICENSOR'S CONTROL

13.1

The Licensor will not be liable or responsible for any failure to perform, or delay in performance of, any of his obligations under this Licence that is caused by an event outside his reasonable control (a "Force Majeure Event").

13.2

A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

(a)

strikes, lock-outs or other industrial action;

(b)

civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

(c)

fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

(d)

impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

(e)

impossibility of the use of public or private telecommunications networks;

(f)

the acts, decrees, legislation, regulations or restrictions of any government.

13.3

The Licensor's performance under this Licence is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Force Majeure Event.

14

WAIVER

14.1

If the Licensor fails, at any time during the term of this Licence, to insist on strict performance of any of your obligations under this Licence, or if the Licensor fails to exercise any of the rights or remedies to which he is entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

14.2

A waiver by the Licensor of any default shall not constitute a waiver of any subsequent default.

14.3

No waiver by the Licensor of any of these terms and clauses shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

15

SEVERABILITY

If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, clause or provision will to that extent be severed from the remaining terms, clauses and provisions which will continue to be valid to the fullest extent permitted by law.

16

ENTIRE AGREEMENT

This Licence and any document expressly referred to in it constitute the whole agreement between us and supersedes any previous arrangement, understanding or agreement between us, relating to the licensing of the Software and Documentation.

17

LAW AND JURISDICTION

This Licence, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the Laws of Scotland and submitted to the non-exclusive jurisdiction of the Scottish courts.