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Content Management System Licence Agreement
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IMPORTANT - Please read the terms and conditions carefully. Refer to Article 10 for definition of terms.
Unless superseded by a signed license agreement between you and LeaderPage, LeaderPage is willing to license Content Management System software, databases, web design and maintenance services, or documentation to you only if you accept all terms and conditions contained in this license agreement.
LeaderPage Content Management System software, databases, web design and maintenance services, or documentation must not be used by you if you have not accepted this license Agreement. If you do not agree to the terms and conditions as stated then LeaderPage is unwilling to license Content Management System software, databases, web design and maintenance services, or documentation to you, and you should notify LeaderPage that you do not accept the License Agreement below. See http://www.LeaderPage.com/ for updated terms that may apply to future versions of Content Management System software, databases, web design and maintenance services, or documentation.
ARTICLE 1 - LICENSE AGREEMENT (LP/09/2010)
This License Agreement is between you ("Licensee") and ("LeaderPage”, “LEADERPAGE”) an Irish company registered with the Companies Registration Office, Ireland.
Rates subject to revision every 12 months.
ARTICLE 2—INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP
Content Management System software, databases, web design and maintenance services, or documentation are licensed and not sold. LEADERPAGE and its licensors own Software, Data, Web Services, and Documentation, which are protected by Irish and applicable international laws, treaties, and conventions regarding intellectual property and proprietary rights including trade secrets. Licensee agrees to use reasonable means to protect Software, Data, Web Services, and Documentation from unauthorized use, reproduction, distribution, or publication. LEADERPAGE and its third-party licensors reserve all rights not specifically granted in this License Agreement including the right to change and improve Web Services.
ARTICLE 3—GRANT OF LICENSE
ARTICLE 4—SCOPE OF USE
4.1 Permitted Uses a. LEADERPAGE may install and store CMS Software, Data, and Documentation on Licensee’s web servers. b. Licensee may make routine computer backups for archival purposes. LEADERPAGE shall not be responsible for data loss or failure of the Licensee’s hosting servers. Any web hosting costs and backup arrangements are the sole responsibility of the Licencee. d. Licensee may use, copy, or prepare derivative works of Documentation supplied in digital format (software code excluded) and thereafter reproduce, display, and redistribute the customized documentation only for Licensee's own internal use. Portion(s) of Documentation supplied in digital format merged with other software and printed or digital documentation are subject to this License Agreement. Licensee shall include the following copyright attribution notice acknowledging the proprietary rights of LEADERPAGE and its licensors: "Portions of this document include intellectual property of LEADERPAGE and its licensors and are used herein under license. Copyright © [Insert the actual copyright date(s) from the source materials] LEADERPAGE and its licensors. All rights reserved." 4.2 Uses Not Permitted a. Except as provided herein, Licensee shall not sell, rent, lease, sublicense, lend, assign, or time-share Software, Data, Web Services, or Documentation. Licensee shall not act as a service bureau or commercial application service provider (ASP) that allows third-party access to Software, Data, Web Services, and Documentation. A commercial ASP means a Licensee who uses Software, Data, Web Services, or Documentation for a site or service and operates the site or the service for a profit or generates revenue by charging for access to the site or service. b. Licensee shall not redistribute Software, Data, or Web Services to unauthorized third parties, in whole or in part, including, but not limited to, extensions, components, or DLLs without the prior written approval of LEADERPAGE. c. Licensee shall not reverse engineer, decompile, or disassemble Software, Data, Web Services, or Documentation except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction. d. Except to the extent that applicable law prohibits this restriction, Licensee shall not make any attempt to circumvent the technological measure(s) that controls access to or use of Software, Data, Web Services, and Documentation. e. Licensee shall not redistribute Software registration number/license authorization file(s), developer license file(s), or Web Services access codes to unauthorized third parties without the prior approval of LEADERPAGE. f. Licensee shall not use Software or Web Services to transfer or exchange any material where such transfer or exchange is prohibited by intellectual property laws or any other applicable laws. g. Licensee shall not remove or obscure any LEADERPAGE or its licensors' patent, copyright, trademark, or proprietary rights notices contained in or affixed to Software, Data, Web Services, or Documentation. h. Licensee shall not unbundle individual or component parts of Software or Data for independent use.
ARTICLE 5—TERM AND TERMINATION
This License Agreement is effective upon acceptance. This License Agreement and any licenses granted hereunder shall continue until (i) such time that Licensee elects in writing to discontinue use of Software, Data, Web Services, or Documentation and terminates the license; (ii) expiration of a Term License; or (iii) either party terminates the license for a material breach that is not cured within ten (10) days of written notice to the other party, except that termination is immediate for a material breach of a nature that is impossible to cure. Upon termination of a license, Licensee shall (i) cease access and use of Web Services and clear Web Services client-side data cache and (ii) uninstall, remove, and destroy all Software, Data, and Documentation and any whole or partial copies, modifications, or merged portions in any form and execute and deliver evidence of such actions to LEADERPAGE or its authorized distributor.
ARTICLE 6—LIMITED WARRANTIES AND DISCLAIMERS
6.1 Limited Warranties. Except as otherwise provided in this Article 6, LEADERPAGE warrants that (i) the unmodified Software will substantially conform to the published Documentation and (ii) media on which the Software, Data, and Documentation is provided will be free from defects in materials and workmanship under normal use and service for a period of ninety (90) days from the date of receipt. 6.2 Data and Web Services Disclaimer. Data and Web Services may contain some nonconformities, defects, errors, or omissions. THE DATA AND WEB SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF AY KIND. Without limiting the generality of the preceding sentence, LEADERPAGE and its licensors do not warrant that Data and Web Services will meet Licensee's needs or expectations, that the use of Data and Web Services will be uninterrupted, or that all nonconformities can or will be corrected. LEADERPAGE and its licensors are not inviting reliance on Data or Web Services, and Licensee should always verify actual Data or Web Services. 6.3 Special Disclaimer. SAMPLES, HOT FIXES, EVALUATION SOFTWARE, AND BETA ARE DELIVERED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSEE ASSUMES ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE SAMPLES, HOT FIXES, EVALUATION SOFTWARE, AND BETA. 6.4 Internet Disclaimer. BOTH PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS AND THAT (i) THE INTERNET IS NOT A SECURE INFRASTRUCTURE, (ii) NEITHER PARTY HAS CONTROL OVER THE INTERNET, AND (iii) NEITHER PARTY IS LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE WEB SERVICE. 6.5 General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, LEADERPAGE DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. LEADERPAGE DOES NOT WARRANT AND DISCLAIMS THAT SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION WILL MEET LICENSEE'S NEEDS; THAT LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED, ERROR-FREE, FAULT-TOLERANT, OR FAIL-SAFE; OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. SOFTWARE, DATA, WEB SERVICES, AND DOCUMENTATION ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO DEATH, PERSONAL INJURY, OR PHYSICAL PROPERTY/ENVIRONMENTAL DAMAGE. ANY SUCH USE SHALL BE AT LICENSEE'S OWN RISK AND COST. 6.6 Exclusive Remedy. Licensee's exclusive remedy and LEADERPAGE's entire liability for breach of the limited warranties set forth in this Article 6 shall be limited, at LEADERPAGE's sole discretion, to (i) replacement of any defective electronic files; (ii) repair, correction, or a workaround for Software subject to the LEADERPAGE Support Services Policy; or (iii) return of the license fees paid by Licensee for Software or Documentation that does not meet LEADERPAGE's limited warranty, provided that Licensee uninstalls, removes, and destroys all copies of Software or Documentation and executes and delivers evidence of such actions to LEADERPAGE or its authorized distributor.
ARTICLE 7—LIMITATION OF LIABILITY
7.1 Disclaimer of Certain Types of Liability. LEADERPAGE AND ITS LICENSORS SHALL NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS, LOST SALES, OR BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY GOODWILL; OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR USE OF SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION, HOWEVER CAUSED ON ANY THEORY OF LIABILITY, WHETHER OR NOT LEADERPAGE OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 7.2 General Limitation of Liability. EXCEPT AS PROVIDED IN ARTICLE 8—INFRINGEMENT INDEMNITY, LEADERPAGE'S TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE FOR SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION PURSUANT TO THIS LICENSE AGREEMENT. 7.3 Applicability of Disclaimers and Limitations. Licensee agrees that the limitations of liability and disclaimers set forth in this License Agreement will apply regardless of whether Licensee has accepted Software, Data, Web Services, or Documentation or any other product or service delivered by LEADERPAGE. The parties agree that LEADERPAGE has set its prices and entered into this License Agreement in reliance on the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between the parties, and that the same form an essential basis of the bargain between the parties. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
ARTICLE 8—INFRINGEMENT INDEMNITY
8.1 LEADERPAGE shall defend, indemnify, and hold harmless Licensee from and against any loss, liability, cost, or expense, including reasonable legal fees, which may be incurred by Licensee against any claims, actions, or demands by a third party alleging that Software infringes a Irish. patent, copyright, or trademark, provided a. Licensee promptly notifies LEADERPAGE in writing of the claim; b. Licensee provides documents clearly describing the allegations of infringement; c. LEADERPAGE has sole control of the defense of any actions and negotiations related to the defense or settlement of any claim; and d. Licensee cooperates fully in the defense of the claim. 8.2 If Software is found to infringe a IRISH patent, copyright, or trademark, LEADERPAGE, at its own expense, may either (i) obtain rights for Licensee to continue using Software or (ii) modify the allegedly infringing elements of Software while maintaining substantially similar software functionality or data/informational content. If neither alternative is commercially reasonable, the infringing item(s) shall be returned to LEADERPAGE, the license shall terminate, and Licensee shall uninstall the infringing items. LEADERPAGE's entire liability shall then be to indemnify Licensee pursuant to Section 8.1 and to refund license fees paid by Licensee for the infringing item(s), prorated on a five (5)-year, straight-line depreciation basis beginning from the initial date of delivery. 8.3 LEADERPAGE shall have no obligation to defend Licensee or to pay any resulting costs, damages, or legal' fees for any claims or demands alleging direct or contributory infringement of Software by (i) the combination of or integration with a product, process, or system not supplied by LEADERPAGE; (ii) material alteration by anyone other than LEADERPAGE or contractors acting on behalf of LEADERPAGE; (iii) use after Licensee has been notified of possible infringement; or (iv) use after modifications are provided or a return is ordered by LEADERPAGE under Section 8.2. 8.4 In no event shall the indemnification set forth in this Article 8 apply to any Samples, hot fixes, Beta, or evaluation software delivered hereunder. THE FOREGOING STATES THE ENTIRE OBLIGATION OF LEADERPAGE WITH RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
ARTICLE 9—GENERAL PROVISIONS
9.1 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export, reexport, transfer, or release Software, Data, Web Services, or Documentation, in whole or in part, to (i) any IRISH embargoed country (or to a national or resident of any IRISH embargoed country); (ii) any person or organization deemed engaging in activity that is deemed illegal. (iii) any person or entity where such export, reexport, or provision violates any IRISH export control laws or regulations including, but not limited to, the terms of any export license or licensing provision and any amendments and supplemental additions to IRISH export laws as they may occur from time to time. 9.2 Taxes and Fees, Shipping Charges. License fees quoted to Licensee are exclusive of any and all taxes or fees, including, but not limited to, sales tax, use tax, value-added tax (VAT), customs, duties, or tariffs, and shipping and handling charges. 9.3 No Implied Waivers. The failure of either party to enforce any provision of this License Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. 9.4 Severability. The parties agree that if any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable. 9.5 Successor and Assigns. Licensee shall not assign, sublicense, or transfer Licensee's rights or delegate its obligations under this License Agreement without LEADERPAGE's prior written consent, and any attempt to do so without consent shall be void. This License Agreement shall be binding upon the respective successors and assigns of the parties to this License Agreement. Notwithstanding, a government contractor that has acquired Software, Data, Web Services, or Documentation under contract to the government may assign this License Agreement to its government customer upon written notice to LEADERPAGE, provided the government customer assents to the terms of this License Agreement. 9.6 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8, and 9 of this License Agreement shall survive the expiration or termination of this License Agreement. 9.7 Equitable Relief. Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage and that, in the event of such breach, in addition to any and all remedies at law, LEADERPAGE shall have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or undertaking or proving injury as a condition for relief. 9.8 Government Licensee. Software, Data, Web Services, and Documentation are commercial computer software, commercial data, commercial computer software documentation, and commercial Web Services. This License Agreement contains LEADERPAGE's commercial license terms and conditions for such items. The commercial license rights in this License Agreement strictly govern Licensee's use, reproduction, or disclosure of Software, Data, Web Services, and Documentation. No other license terms or conditions shall apply unless expressly agreed in writing by LEADERPAGE and Licensee. LEADERPAGE Software source code is unpublished, and all rights to Software, Data, Web Services, and Documentation are reserved under copyright laws of Ireland. In the event any court, arbitrator, or board holds that the Licensee has greater rights to any portion of Software, Data, Web Services, or Documentation under applicable public procurement law, such rights shall extend only to the portions affected. 9.9 Governing Law, Arbitration a. Licensees in the UK and Ireland. This License Agreement shall be governed by and construed in accordance with the laws of the republic of Ireland without reference to conflict of laws principles, except that International agreements shall govern in matters of intellectual property. Except as provided in Section 9.7, any dispute arising out of or relating to this License Agreement or the breach thereof, which cannot be settled through negotiation, shall be finally settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in a court of competent jurisdiction. This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. b. All Other Licensees. Except as provided in Section 9.7, any dispute arising out of or relating to this License Agreement or the breach thereof, which cannot be settled through negotiation, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one (1) arbitrator appointed in accordance with said rules. The language of the arbitration shall be in English. The place of the arbitration shall be at an agreed-upon location. This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Either party shall, at the request of the other, make available documents or witnesses relevant to the major aspects of the dispute. 9.10 Maintenance. Maintenance for qualifying Software or Data consists of updates and other benefits such as access to technical support, specified in LEADERPAGE's or its distributor's most current applicable software maintenance policy. 9.11 Entire Agreement. This License Agreement, including Exhibit 1, constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous license agreements, understandings, and arrangements between the parties relating to such subject matter. Additional or different terms included with an order or other document shall not be binding upon LEADERPAGE. Any modification(s) or amendment(s) to this License Agreement must be in writing and signed by each party.
Definitions. The terms used are defined as follows: a) "Beta" means any alpha, beta, or prerelease Software, Data, Documentation, or Web Services. b) "Data" means any LEADERPAGE or third-party digital dataset(s) including, but not limited to, geographic vector data coordinates, raster, reports, or associated tabular attributes, licensed under this License Agreement. c) "Documentation" means all printed and digital materials including, but not limited to, help files, user reference documentation, training documentation, or technical information and briefings. d) "Samples" means sample code, sample applications, add-ons, or sample extensions of Software, Data, Documentation, or Web Services. e) "Software" means all or any portion of LEADERPAGE's proprietary software technology accessed or downloaded from an authorized LEADERPAGE Web site or delivered on any media in any format including backups, updates, service packs, patches, hot fixes, or permitted merged copies. f) "Term License" means licenses provided for use in a limited time period or on a subscription or transaction basis. g) "Web Services" means software services or LEADERPAGE or third-party data provided by LEADERPAGE that perform Website Content Management (CMS) functions, tasks, or data services and are accessed over the Internet. h) “Irish” means the country of the Republic of Ireland. i) CMS Software means Content Management System software.
SCOPE OF USE