(Last Updated June 14th, 2016)
RISCOUT is an advisory tool for the support of workplace risk management and is offered pursuant to the terms and conditions described below.
IMPORTANT – PLEASE READ THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE ATTEMPTING TO USE ANY SOFTWARE, DOCUMENTATION, OR OTHER PRODUCTS MADE AVAILABLE THROUGH THIS WEB SITE. THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND (the “Licensee” or “You”), AND FACE Ltd (“FACE” or “Licensor”). PLEASE CHECK THE “I HAVE READ AND AGREE WITH THE LICENSE AGREEMENT” BOX AT THE BOTTOM OF THIS AGREEMENT IF YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CHECKING THE “I HAVE READ AND AGREE WITH THE LICENSE AGREEMENT” BOX AND/OR BY PURCHASING, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE MADE AVAILABLE BY FACE THROUGH THIS WEB SITE, YOU ACKNOWLEDGE (1) THAT YOU HAVE READ THIS AGREEMENT, (2) THAT YOU UNDERSTAND IT, (3) THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, AND (4) TO THE EXTENT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU HAVE THE POWER AND AUTHORITY TO BIND THAT COMPANY.
This is a license agreement and not an agreement for sale. Subject to the terms of this Agreement, FACE hereby grants to You the following limited, non–exclusive, non–transferable licenses (the “Licenses”) to use RISCOUT and any updates, upgrades, modifications and error corrections thereto provided to You by FACE (the “Programs”) and any accompanying documentation (the “Documentation and, together with the Programs, the “Software”) as set forth below. You are granted either a Free Trial License pursuant to Section 3 or a Subscription License pursuant to Section 4. Whatever version of the License applies (i.e., Free Trial License or Subscription License) is determined at the time of the License purchase.
Unless you have received prior written authorization from FACE, you must not:
(a) copy, translate, modify, or make derivative works of the Software or any part thereof;
(b) redistribute, sublicense, rent, publish, sell, assign, lease, market, transfer, or otherwise make the Software available to third parties;
(c) reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by the applicable law;
You are authorized to use the Software for the sole purpose of evaluating its functionality and performance. You may not integrate the Software into end products or use it for any commercial, productive or training purpose. You may not redistribute the Software.
You are not entitled to support requests.
You are not eligible to receive any updates for the Software during the trial period.
THE TRIAL VERSION OF THE SOFTWARE IS LICENSED ‘AS IS’. YOU BEAR THE RISK OF USING IT. FACE GIVES NO EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS. YOU MAY HAVE ADDITIONAL RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAWS, FACE EXCLUDES THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
The standard support package entitles you to enter unlimited number of support requests via FACE’s ticketing system, during the period of validity of Your License with a 48 hour response time (excluding Saturdays and Sundays).
For one (1) year from the date on which you purchased the License for the Software, or for the extra period covered by the extension you purchased, You will be eligible to receive all major updates and minor updates for the version of the Software that you license hereunder. Updates replace and/or supplement (and may disable) the version of the Software that formed the basis for your eligibility to the update. You may use the resulting updated Software only in accordance with the terms of this License. In no event will FACE provide support of any kind to any other users of the reports produced by Your usage of the Software.
For one (1) year from the date on which you purchased the License for the Software, or for the extra period covered by the extension you purchased, You will be entitled to use the Software that you license hereunder. FACE will limit or terminate your access to the Software after the period of one year from the date on which you purchased the License for the Software or alternatively of the extra period covered by the extension you purchased. FACE will not be liable for any consequences resulting from such limitation or termination.
You may not use FACE product names, logos or trademarks to market Your Assessment Reports without written permission of FACE.
This Agreement and the License granted hereunder shall continue to be valid until terminated in accordance with this Section. Unless otherwise prohibited by law, and without prejudice to FACE’s other rights or remedies, FACE shall have the right to terminate this Agreement and the License granted hereunder immediately if You breach any of the material terms of this Agreement, and You fail to cure such material breach within thirty (30) days of the receipt of the notice from FACE. Upon termination of this Agreement, all Licenses granted to You hereunder shall be automatically terminated and You shall immediately cease any use of the Software.
FACE reserves the right to discontinue the Software or any component of the Software, whether offered as a standalone product or solely as a component, at any time. However, FACE is obligated to provide further period of license in accordance with the terms set forth in this Agreement for all discontinued Software or components for a period equal to the period of discontinuance.
All title and ownership rights on and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text embedded in the Software), the intellectual property embodied in the Software, and any trademarks or service marks of FACE that are used in connection with the Software are and shall at all times remain exclusively owned by FACE and its licensors. All title and intellectual property rights on and to the content that may be accessed through use of the Software, shall be the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants you no rights to use such content.
FACE warrants solely to You that the Software will perform substantially in accordance with the accompanying written materials for the period of duration for which You purchased the License for the Software. FACE does not warrant that the use of the Software will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected. This limited warranty shall not apply to any error or failure resulting from (i) machine error, (ii) Your failure to follow operating instructions, (iii) negligence or accident, or (iv) modifications to the Software by any person or entity other than FACE. In any event that falls within this warranty, Your sole and exclusive remedy and FACE’s sole and exclusive obligation, is the reparation of all or any portion of the Software. If such remedy fails its essential purpose, the Licensee’s sole remedy and FACE’s maximum liability shall be a refund of the paid purchase price for the defective Software only. This limited warranty is only valid if FACE receives a written notice of the breach of warranty no later than thirty (30) days after the event that falls within this warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 9 HERETO, FACE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
The Software is an advisory means of support for the production of reports of workplace risk assessments. FACE will not be liable for the accuracy and consistency of the final risk assessment report produced by the use of the Software in any workplace and consequently for any accidents, damages or diseases that may occur, or any failures identified in safety audits, regardless whether these risks have been identified and assessed correctly in the risk assessment report produced by the use of the Software.
To the maximum extent permitted by applicable law, in no event will FACE be liable for any indirect, special, incidental, or consequential damages arising out of the use of or inability to use the Software, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (grounds) (contract, tort or otherwise) upon which the claim is based. In any case, FACE’s total liability under any provision of this agreement shall not exceed in aggregate the sum of the license fees the Licensee paid to FACE for the Software giving rise to such damages, notwithstanding any failure of the essential purpose of any limited remedy. FACE is not responsible for any liability arising out of information (photographs, data) provided by the Licensee or a third party that is accessed through the Software and/or any material linked through such content.
You agree to indemnify, hold harmless, and defend FACE and its resellers from and against any and all claims, lawsuits and proceedings (collectively “Claims”), and all expenses, costs (including attorney's fees), judgments, damages and other liabilities resulting from such Claims, that arise or result from the use of the Software.
Except otherwise provided herein, each party expressly undertakes to retain in confidence all information and know-how exchanged in the course of use and beyond the existence of this Agreement. However, neither party shall have an obligation to maintain the confidentiality of information that (i) it received rightfully from a third party without an obligation to maintain such information in confidence; (ii) the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence; (iii) was known to the receiving party prior to its disclosure by the disclosing party; or (iv) is independently developed by the receiving party without any use of the confidential information of the disclosing party. Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Each party’s obligations under this Section 11 shall apply at all times during the term of this Agreement and for two (2) years following the termination of this Agreement.
This License shall be governed by the law of the Hellenic Republic, without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by such good faith discussion between the parties, it shall then be submitted for resolution to the competent court of Thessaloniki, Greece. If any provision of this Agreement is to be held unenforceable, such holding will not affect the validity of the other provisions hereto. Failure of a party to enforce any provision of this Agreement shall not constitute or be considered as a waiver of such provision or of the right to enforce such provision.
This Agreement sets forth our entire agreement regarding the Software and supersedes any prior or contemporaneous communications regarding the Software. You agree that You are not relying on any representation or obligation other than those set forth in this Agreement. Use of any purchase order or other Licensee document in connection herewith shall be for administrative convenience only and all terms and conditions stated therein shall be void and of no effect unless otherwise agreed to in writing by both parties.
You may not assign, sublicense, sub-contract, or otherwise transfer this Agreement, or any rights or obligations under it, without FACE’s prior written consent.
Sections 3.4, 9, 10, 11, 12, 13, 14, 15, 16, and 17 shall survive the expiration or termination of this Agreement.
Should a particular provision of this Agreement be terminated or held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, this Agreement shall remain in full force and effect as to the remaining provisions.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE PRODUCT, BY LOADING OR RUNNING THE SOFTWARE PRODUCT, OR BY PLACING OR COPYING THE SOFTWARE INTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN FACE AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.