MQA Ltd Download Agreement

By downloading the CD Tag Restorer Software Application (“the Software”) which belongs to MQA Ltd (“MQA”, “we”, “us”) or its subsidiaries, you agree to the following terms. IF YOU DO NOT AGREE TO THESE TERMS DO NOT DOWNLOAD THE SOFTWARE. The terms of an End User License Agreement accompanying a particular Software file upon installation or download of the software shall supersede the terms presented below (please scroll down).

We grant you access to download the Software for your personal, non-commercial use on the understanding that you agree not to:

• a)use (including make any copies of) the Software beyond the scope of the licence granted to You pursuant to this Agreement;
• b)provide any other person, including any subcontractor, independent contractor, affiliate or your service provider, with access to the Software without prior written consent from us;
• c)modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof;
• d)combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;
• e)reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
• f)remove, delete, alter, or obscure any trade marks or any copyright, trade mark, patent, or other Intellectual Property Rights or proprietary rights notices provided on or with the Software, including any copy thereof;
• g)copy the Software, in whole or in part;
• h)rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any Third Party for any reason;
• i)use the Software in violation of any law, regulation, or rule or in any unlawful manner or for any unlawful purpose;
• j)disclose any vulnerability discovered, reproduced, or confirmed through the use of the Software except in accordance with industry accepted vulnerability disclosure practices and pursuant to applicable laws and regulations.

INTELLECTUAL PROPERTY RIGHTS

Your right to use the Software is limited to the download of the Software. MQA and its licensors (if applicable) retain sole and exclusive ownership of the Software and all intellectual property rights therein, including all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. You acknowledge and agree that the Software is provided under licence, and is not sold to You. You do not acquire any ownership interest in the Software under this Agreement. You may not remove, alter, or obscure any copyright, trade mark or other proprietary rights notices appearing on the Software.

You shall use reasonable efforts to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.

You acknowledge that it is Your responsibility to implement back-up plans and other safeguards appropriate for the value of the devices, data, and systems with which You use the Software.

You acknowledge that you have no right to have access to the Software in source code form other than as expressly provided by this Agreement.

LIMITATIONS OF LIABILITY

• a)We are responsible to You for foreseeable loss and damage caused by us resulting from our failure to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable.
• b)We do not exclude or limit in any way our liability to You where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
• c)If defective digital content that we have supplied damages a device or digital content belonging to You due to a fault we are responsible for, we will either repair the damage or pay You compensation. However, we will not be liable for damage that You could have avoided by following our advice to apply an update offered to You free of charge or for damage that was caused by You failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
• d)To the fullest extent permissible under law, the compensation for damage incurred by You arising howsoever from our negligence (but excluding gross negligence) shall not exceed the amount of fees that we have received from You pursuant to provision of the Software, if any.
• e)We are not liable for business losses. The Software is for domestic and private use. If You use the Software for any commercial, business or resale purpose we will have no liability to You for any loss of profit, loss of business, business interruption, or loss of business opportunity.

Contacting Us

If You have any questions regarding the terms of this Agreement, please contact us via email at: appSupport@mqa.co.uk

End User License Agreement effective 17 July 2018

This End User License Agreement, (this “Agreement”), is a binding agreement between MQA Ltd (”MQA”, “we”, “us”) and You and applies from the point that You download the Software and throughout your installation and use of the Software. IT IS A LEGALLY BINDING AGREEMENT. PLEASE READ IT CAREFULLY.

ACCEPTANCE OF THE TERMS

WE PROVIDE THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM.

BY CLICKING THE “ACCEPT” BUTTON OR INSTALLING AND/OR USING THE SOFTWARE YOU (A) ACCEPT THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND BY ITS TERMS; (B) CONFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT AND (C) CONFIRM THAT YOU WILL INSTALL AND USE THE SOFTWARE ONLY FOR PERSONAL AND NON-COMMERCIAL USE.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, WE WILL NOT AND DO NOT LICENSE THE SOFTWARE TO YOU. YOU MUST NOT DOWNLOAD OR INSTALL THE SOFTWARE.

We may modify the terms of this Agreement on written notice to you.

1. Definitions.

For the purposes of this Agreement, the following terms have the following meanings:

”Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trade mark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Software” means the “CD Tag Restorer” Software Application developed and provided by MQA, including any upgrades, updates, patches, modifications, revisions, copies, and documentation made available by MQA.

”Third Party” means any person other than You or MQA.

2. Grant and Scope of Licence.

a) Subject to and conditioned upon Your strict compliance with all the terms and conditions set forth in this Agreement, we hereby grant to You a non-transferable, non-exclusive licence to download, install, use and run the Software at no charge and for your personal non-commercial use only.

b) MQA may, at its discretion, discontinue this no-charge policy at any time and impose a fee for Your use of the Software, on written notice to you.

c) Your use of the Software must be in a machine-readable, object or executable code form. The software shall be deemed delivered when made available to You for download or installation.

d) We may at our discretion decide to charge users a fee to operate certain features through an advanced version of the Software. No technical support or maintenance is offered as part of Your use of the Software, although such services may be provided by us at our discretion for a charge.

3. Third-Party Licences.

The Software may contain or be accompanied by certain software components that are owned by persons or entities other than us and that are provided to You on licence terms that are in addition to and/or different from those contained in this Agreement (”Third-Party Licences”). A list of all Third- Party Licences is identified in the installation folder of the application under “Third Party Licenses and Notices”. Your use of Third-Party Licenses in conjunction with the Software and in accordance with this Agreement is permitted under the Third-Party Licences. The Third Party Notices may include important licensing and liability disclaimers, from the Third-Party Licensors. You are bound by and shall comply with all Third-Party Licenses. Any breach by You of any Third-Party License is also a breach of this Agreement.

4. Prohibitions and Your liability

The Software is intended to be used only in accordance with MQA’s user guide documentation which is supplied in conjunction with the Software. Any other use of the Software is strictly prohibited.

You shall not and You agree not to directly or indirectly including via any third party:

a) use (including make any copies of) the Software beyond the scope of the licence granted to You pursuant to this Agreement;

b) provide any other person, including any subcontractor, independent contractor, affiliate or your service provider, with access to the Software without prior written consent from us;

c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof;

d) combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;

e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;

f) remove, delete, alter, or obscure any trade marks or any copyright, trade mark, patent, or other Intellectual Property Rights or proprietary rights notices provided on or with the Software, including any copy thereof;

g) copy the Software, in whole or in part;

h) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any Third Party for any reason;

i) use the Software in violation of any law, regulation, or rule or in any unlawful manner or for any unlawful purpose;

j) disclose any vulnerability discovered, reproduced, or confirmed through the use of the Software except in accordance with industry accepted vulnerability disclosure practices and pursuant to applicable laws and regulations.

We reserve the right, but have no obligation, to monitor compliance with the prohibitions set forth above in this clause 4, and we may investigate and prosecute violations of any of the above and/or involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement.

5. Intellectual Property Rights and Ownership.

a) Your right to use the Software is limited to the scope expressly granted by clause 2 of this Agreement. MQA and its licensors (if applicable) retain sole and exclusive ownership of the Software and all Intellectual Property Rights therein. You acknowledge and agree that the Software is provided under licence, and is not sold to You. You do not acquire any ownership interest in the Software under this Agreement, or any other rights thereto, other than to use the same in accordance with the licence granted and subject to all terms, conditions, and restrictions under this Agreement. You may not remove, alter, or obscure any copyright, trade mark or other proprietary rights notices appearing on the Software.

b) You shall use reasonable efforts to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorised access.

c) You acknowledge that it is Your responsibility to implement back-up plans and other safeguards appropriate for the value of the devices, data, and systems with which You use the Software.

d) You acknowledge that you have no right to have access to the Software in source code form other than as expressly provided by this Agreement.

6. Copy Protection and Security Features

The Software may contain technological copy protection or other security features designed to prevent unauthorised use of the Software, including features to protect against any use of the Software that is prohibited. You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

7. Collection and Use of Information.

a) If You provide us with any suggestions, comments, or other feedback regarding the Software (“Feedback”) You acknowledge that such Feedback will become our property and we may use (or not use) any such Feedback in any manner and for any purpose, without implying or creating any interest on Your part in any of our products or services that may be based on such Feedback.

b) We will only use your personal information as set out with and in line with our Website Privacy Policy which is available at: https://www.mqa.co.uk/terms-and-conditions

8. Term and Termination.

a) This Agreement and the licence granted hereunder shall remain in effect until terminated.

b) We may terminate this Agreement immediately by written notice to You if you commit a material or persistent breach of this Agreement which You fail to remedy (if remediable) within 14 days after the service of written notice requiring You to do so.

c) You may terminate this Agreement by providing written notice to MQA.

d) Upon termination for any reason all rights granted to You under this Agreement shall cease and You must cease all activities authorised by this Agreement; and

e) You must immediately delete or remove the Software from all computer equipment in Your possession and immediately destroy or return to us (at our option) all copies of the Software then in Your possession, custody or control and, in the case of destruction, certify to us that You have done so.

9. Assignment

You may not assign, delegate or transfer your obligations under this Agreement without our prior written consent. We may transfer our rights and obligations under these terms to another organisation, after giving you written notice.

10. Limitation of Liability

a) We are responsible to You for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage You suffer that is a foreseeable result of our breaking this licence or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time this Licence was made, both we and You knew it might happen.

b) We do not exclude or limit in any way our liability to You where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

c) If defective digital content that we have supplied damages a device or digital content belonging to You due to a fault we are responsible for, we will either repair the damage or pay You compensation. However, we will not be liable for damage that You could have avoided by following our advice to apply an update offered to You free of charge or for damage that was caused by You failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

d) To the fullest extent permissible under law, the compensation for damage incurred by You arising howsoever from our negligence (but excluding gross negligence) shall not exceed the amount of fees that we have received from You pursuant to provision of the Software, if any.

e) We are not liable for business losses. The Software is for domestic and private use. If You use the Software for any commercial, business or resale purpose we will have no liability to You for any loss of profit, loss of business, business interruption, or loss of business opportunity.

f) 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 meet your requirements.

11. Miscellaneous.

a) All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the England and Wales and any dispute is subject to the exclusive jurisdiction of the English courts.

b) This Agreement constitutes the sole and entire agreement between You and MQA with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. If You have previously agreed to the Download Agreement, this Agreement supersedes the terms of that Agreement.

c) No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

d) If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

e) If we have to contact You or give You notice in writing, we will do so by email to the address You provide or confirm to us. If You wish to contact us in writing, or if any condition in this Agreement requires You to give us notice in writing, You can send this to us by email to appSupport@mqa.co.uk

f) This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

g) This Agreement will be interpreted and construed in accordance with the English language.

Contacting Us

If You have any questions regarding the terms of this Agreement, please contact us via email at: appSupport@mqa.co.uk.