Software Terms
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Techloq Limited of New Burlington House, 1075 Finchley Road, London NW11 0PU, UK (Company registration number: 10186794; VAT number: 418455388) (Licensor, us or we) for:
Techloq computer software and the data supplied with the software (Software). You must download and install the Software in order to receive associated services from us. Please follow the installation instructions – until you install the Software it will not function.
We license use of the Software to you on the basis of this Licence. We do not sell the Software to you. We remain the owners of the Software at all times.
This Licence differentiates in certain places between use of the Software by businesses (including individuals acting in the course of their business) and by consumers.
Consumer Rights: Where you are a consumer you have additional rights to terminate this Licence – Your attention is drawn to section 5.
Operating System Requirements: the Software requires a computer with a minimum of 2 gigabytes of RAM and Windows 8 (or newer version) operating system (Operating System).
The Software enables de-encryption of encrypted materials. Such functionality may be turned off but note that this may diminish the functionality of the Software. If we are able to see any such de-encrypted materials we will use reasonable endeavours to maintain it as confidential. You are responsible for informing other users of this section.
1.1 In consideration of you agreeing to abide by the terms of this Licence and payment of the applicable fee levied on sign up for the Software and associated services (Licence Fee), the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Software and receive associated services on the terms of this Licence for the period for which you subscribe unless terminated earlier in accordance with this Licence.
1.2 This Licence is a subscription to use the Software and receive associated services and includes enrolment into an ongoing/recurring payment plan. At the end of each Licence period, unless we notify you that we are not renewing your Licence or you notify us that you do not wish to renew, this Licence will automatically renew for a period equivalent to the previous Licence period and you authorise us (without further notice to you) to collect the then applicable Licence Fee using the payment card we have on file for you. If any payment card we have on file for you is declined for payment of the applicable Licence Fee, we will seek to take payment on five occasions. If after five attempts to take payment we have not received payment of the Licence Fee your account will be blocked. From such time you will be unable to use the Software until you make payment of the Licence Fee. During such period you will be unable to access the internet on any device on which you have used the software. You will remain responsible for any charges you incur to your internet provider during any such period of no access.
1.3 You can cancel this Licence at any time before the end of the current Licence period. Cancellation will take effect at the end of that Licence period and you will remain able to use the Software until the end of the applicable Licence period.
1.4 You may:
- install and use the Software for your personal or business purposes:
- on one central processing unit (CPU) if the Licence is a single-user licence or the Software is for single use; or
- if the Licence is a multi-user or network licence, for the number of concurrent users agreed between you and us.
- provided it is used at any one time on only one computer owned or leased by you, transfer the Software from one computer to another;
- provided you comply with the provisions in section 2, make up to two copies of the Software for back-up purposes; and
- 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.
1.5 We may update or require you to update the Software, provided that the Software shall always match the description of it that we provided to you before you bought it.
1.6 We will make the Software available for download and installation by you as soon as we accept your order and receive payment for the Software. You are responsible for arranging and maintaining internet access required for download and installation of the Software.
1.7 We will contact you in advance to tell you we will be suspending supply of the Software and/or associated services in the ordinary course of business, unless the problem is urgent or an emergency. If we have to suspend the supply of Software and/or associated services in the ordinary course of business for longer than 5 days in any 30 day period we will adjust the price so that you do not pay for the Software and/or associated services while they are suspended. You may contact us to end this Licence if we suspend the Software and/or associated services, or tell you we are going to suspend it and/or them, in each case for a period of more than 10 days and we will refund any Licence Fees you have paid in advance for the Software and/or associated services in respect of the period after you end this Licence.
1.8 We may increase the Licence Fees for each subsequent Licence period by giving you at least 7 days’ notice in advance of the end of the then current Licence period. We may alter your credit card instruction if your Licence Fees change for any reason.
1.9 No Licence Fee is refundable to you if you decide not to use the Software, except where due to our breach of this Licence.
1.10 You may use the Software only for lawful purposes. Further, where you use the Software to access or use the services of any third party website you must abide by the terms and conditions of that website. Failure to do so will be considered a material breach of this Licence that is not remediable for the purpose of clause 7.1 and will entitle us to terminate this Licence in accordance with that clause.
Except as expressly set out in this Licence or as permitted by any local law, you undertake:
- not to copy the Software, 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;
- not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
- not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Software to obtain the information necessary to create an independent program that can be operated with the Software or with another program (Permitted Objective), and provided that the information obtained by you during such activities:
- is used only for the Permitted Objective;
- is not disclosed or communicated without the Licensor’s prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
- is not used to create any software that is substantially similar in its expression to the Software;
- to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
- to include our copyright notice on all entire and partial copies of the Software in any form;
- not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us; and
- to comply with all applicable technology control or export laws and regulations.
- 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.
3.1 You acknowledge that all intellectual property rights in the Software throughout the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Software other than the right to use the Software in accordance with the terms of this Licence.
3.2 You acknowledge that you have no right to have access to the Software in source code form other than as expressly provided in this Licence.
4.1 We warrant that the Software will, when properly used on an Operating System for which it was designed, perform substantially in accordance with any functionality advertised by us (including on any website) for a period of 90 days from the date of installation of the Software (Warranty Period).
4.2 If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the statement above, we will, at our sole option, either repair or replace the Software.
4.3 The warranty does not apply:
4.3 The warranty does not apply:
(a) if the defect or fault in the Software results from you having altered or modified the Software;
(b) if the defect or fault in the Software results from you having used the Software in breach of the terms of this Licence.
4.4 Where you are a consumer (meaning that you are not acting in the course of business) this warranty is in addition to your legal rights in relation to Software that is faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.
4.5 If we provide support and other associated services to you, for example troubleshooting services, we may be able to see your browser search history. We will keep service logs for 30 days.
4.6 We do not warrant that our website from which you can download the Software will be available at all times, that associated services will be available at all times or that the Software is error-free.
5.1 Exercising your right to change your mind (Consumer Contracts Regulations 2013). For most products bought online you have a legal right to change your mind within 14 days and receive a refund.
NOTE: You do not have a right to change your mind in respect of digital products, including the Software, after you have started to download it.
5.2 In relation to the Software you have 14 days after the day we email you to confirm we accept your order, or, if earlier, until you start downloading the Software to change your mind and receive a refund. If we delivered the Software to you immediately, and you agreed to this when ordering, you will not have a right to change your mind.
5.3 To exercise your rights under this section 5, please let us know by doing one of the following:
- Phone or email. Call customer services on +1(845)2375501 (USA) or +44(020)88004141 (UK) or email us at support@techloq.com. Please provide your name, home address, details of the order and, where available, your phone number and email address.
- Online. Complete the form at https://www.techloq.com/#contact-us on our website.
- By post. Print off the form http://www.techloq.com/downloads/cancellation-form.docx and post it to us at the address on the form. Or simply write to us at that address, including details of what you bought, when you ordered or received it and your name and address.
5.4 How we will refund you. We will refund you the price you paid for the Software by the method you used for payment.
5.5 When your refund will be made. We will make any refunds due to you within 14 days of your telling us you have changed your mind.
5.6 The rights in this section 5 are in addition to your legal rights in relation to Software that is faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office
6.1 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 in the provision of services to you. 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.
6.2 When we are liable for damage to your property. If defective digital content that we have supplied damages a device or digital content belonging to you, 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.
6.3 We are not liable for business losses. If you use the Software and associated services 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, loss or corruption of data, in each case whether such losses are direct or indirect.
6.4 All terms implied by law are hereby excluded from this Licence to the extent permitted by law.
6.5 Subject to section 6.7, our liability to you is limited to the Licence Fee paid for the then current Licence period.
6.6 You acknowledge that the Software and associated services have 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 and associated services meet your requirements.
6.7 Nothing in this Licence seeks to exclude or limit liability that cannot be lawfully excluded or limited under applicable law, including liability for death or personal injury caused by our negligence or for fraud.
7.1 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so, or if we have a serious concern as to your use of the Software and/or the associated services. Serious concerns include use (including alleged use) of the Software and/or the associated services for unethical or illegal purposes. In such circumstances no Licence Fee shall be refundable.
7.2 If you are a business user we may terminate this Licence immediately by written notice to you at any time subject to refunding to you a pro rata proportion of the Licence Fee for the remaining period of the term for which you have paid as at the effective date of termination.
7.3 Upon termination for any reason:
- all rights granted to you under this Licence shall cease;
- you must cease all activities authorised by this Licence; and
- 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.
8.1 If you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by email at contact@techloq.com or by pre-paid post to Techloq Limited of New Burlington House, 1075 Finchley Road, London NW11 0PU, UK. We will confirm receipt of this by contacting you in writing, normally by email.
8.2 If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address you provide or confirm to us.
9.1 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the Licence.
9.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
9.3 Nothing in this Licence gives rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence.
9.4 Each of the sections of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
9.5 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this Licence, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
10.1 We will use the personal information you provide to us:
- to supply the Software and associated services to you;
- to process your payment for the Software and associated services;
- if you agreed to this during the order process, to give you information about similar products that we provide, but you may stop receiving this at any time by contacting us; and
- in accordance with our Privacy Policy (available on our website).
10.2 We will only give your personal information to third parties where the law either requires or allows us to do so, or where you have agreed we may do so.
11.1 This Licence is governed by English law provided that where you are a consumer nothing in this Licence supersedes or replaces any mandatory laws that apply in your place of residence. You or we can bring legal proceedings under this Licence in the courts of your place of residence.
11.2 This Licence is governed by English law and the English courts have non-exclusive jurisdiction in respect of any dispute arising under or in connection with it.