Software Licensing Agreement
These are the terms upon which MyGolfIQ.com ("MyGolfIQ.com") as Licensor licenses and supplies software and provides support and maintenance services to the customer ("Customer").
Software means the software to be supplied by MyGolfIQ.com to the Customer under this agreement as described in the Documentation and includes any improvement, update, version or adaptation of the Software.
Documentation means the documentation for the Software to be supplied to the Customer under this agreement including any installation and user manuals and guides provided with the Software.
License means the license to use the Software and Documentation set out in this agreement.
Services means any support and maintenance services to be provided by MyGolfIQ.com to the Customer as agreed in writing between MyGolfIQ.com and the Customer.
2 Supply of Software and Documentation
All Software and Documentation is supplied to the Customer on the terms of this agreement.
Any Services provided to the Customer will be provided on the terms of this agreement. MyGolfIQ.com may subcontract the provision of the Services.
MyGolfIQ.com grants to the Customer a non-transferable, non-exclusive license to use the Software and Documentation by the Customer for the purposes set out in the Documentation. The license is perpetual, subject to termination of this agreement. The customer may install copies of the software on their computer and personal portable devices. Except with the prior written consent of MyGolfIQ.com the customer must not:-
- Sell, gift or provide to any third party copies of the Software
- Install the Software in any location that is not specifically and solely for the customer's personal use.
The Customer will assume liability for any legal claim that may arise from a third party who has obtained the Software illegally from the Customer.
The Customer will pay for the Software, Documentation, Services and License prior to receiving the Software
6 Intellectual property
The owner of the intellectual property retains ownership of all intellectual property rights in the Software and Documentation. These include but are not limited registered Copy writes or Patent (s) pending. The Customer will not remove any notices regarding the ownership of intellectual property from the Software or Documentation.
7 Ownership of Software
The Customer may make copies of the Software solely for personal use as previously described in point 4 of this agreement. The Customer will not copy, or permit any other party to copy, the Software or any part of it. The Customer must not sell or purport to sell any copies of the Software. All copies of the Software, including copies made by the Customer, are the property of MyGolfIQ.com. The Customer may not copy or publish the Documentation in whole or in part, except as permitted in writing by MyGolfIQ.com. The Customer will not reverse engineer, decompile or disassemble the Software, or permit any other party to do any such act.
The customer will, on purchase of the software be given access to an introduction video (session 1) by way of a streaming link in the members area on the MyGolfIQ.com website. The customer will not require to see this video more than once however access to the video will be granted twice as part of this agreement.
The customer will only need to download purchased MyGolfIQ.com audio files once however access to each audio file will be granted twice as part of this agreement.
8 Source code
The owner of the source code retains ownership of the source code of the Software which will not be delivered to the Customer. The Customer is not entitled to obtain a copy of the source code or otherwise access the source code.
The Customer will take all reasonable steps necessary to ensure that the Software or any part of it is not made available by the Customer, or by any of its employees, agents or sub-contractors, to any other organizations or individuals.
The License is personal to the Customer and the Customer must not sell or sublicense or assign the License to any other person (or purport to do any of the said acts).
To the extent permitted by law, MyGolfIQ.com does not warrant that the Software is error free or fit for the purpose of use by the Customer. The Customer acknowledges that the Software may contain errors which may affect the operation of the Software and the results generated by the Software. The Customer accepts that, to the extent permitted by law, MyGolfIQ.com accepts no liability for any errors arising out the use or performance of the Software or the data , results or other information generated by the Software.
12 No other warranties
Except as set out in clause 11 above or where implied by law, MyGolfIQ.com gives no other warranty and makes no representation or undertaking in relation to the Software or Documentation, or its performance or suitability for any purpose. Except to the extent that any law or statute prohibits the exclusion of any condition or warranty, all other conditions or warranties are excluded. All implied terms, conditions and warranties in any Sale of Goods legislation are excluded.
13 Non-excludable rights
Where any law or statute implies a term into this agreement, or confers a right or remedy, which cannot be excluded, the liability of MyGolfIQ.com is limited to the maximum extent allowed under the applicable law or statute.
14 Remedy for breach of warranty
MyGolfIQ.com's liability and the Customer's remedy for breach of any express warranty, or warranty or right implied or conferred by law, are limited to, at MyGolfIQ.com's option, one or more of:
In the case of any goods:-
- Replacement of the Software or Documentation or supply of equivalent software or documentation;
- Correction of the Software or Documentation;
- Payment of the cost of replacing the Software or Documentation or acquiring equivalent software or documentation; or
- Payment of the cost of correcting the Software or Documentation.
15 Use of data generated by the Software
MyGolfIQ.com accepts no responsibility for, and excludes liability for, any use of the data, results or other information generated by use of the Software by the Customer. The Customer acknowledges and agrees that such data, results or other information may contain errors.
MyGolfIQ.com is not responsible for, and excludes liability for, any action taken by the Customer (or any omission) relying on the data, results or other information generated by use of the Software by the Customer.
The Customer will indemnify MyGolfIQ.com, and keep MyGolfIQ.com indemnified against any claim by the Customer or any third party arising out any use of the data, results or other information generated by use of the Software by the Customer including (without limitation) any claim arising out of any action taken by the Customer relying on the data, results or other information generated by use of the Software or any claim alleging a breach of any applicable law, legislation, regulation or code of practice.
Except as expressly provided elsewhere in this agreement, MyGolfIQ.com will be under no liability whatsoever to the Customer (whether for breach of contract, negligence or otherwise) in respect of any injury, loss or damage which may be suffered or incurred by the Customer or which may arise directly or indirectly in respect of the supply or use of the Software or Documentation or provision of the Services under this agreement or in respect of a failure or omission on the part of MyGolfIQ.com to comply with its obligations under this agreement.
17 Consequential loss
Without limiting the generality of clause 16 above, MyGolfIQ.com will be under no liability to the Customer (whether for breach of contract, negligence or otherwise) for any special, incidental, indirect, or consequential damages or injury whatsoever (including, without limitation, damages for loss of business or profits, loss resulting from business interruption, loss of business information, loss resulting from any claim by any third party or any other pecuniary loss) arising out of the supply of the Software or Documentation or any use of the Software or Documentation supplied or the provision of the Services, even if MyGolfIQ.com has been advised of the possibility of such damages.
18 Compliance with laws
The Customer is responsible for complying with any law, legislation, regulation or code of practice applicable to the Software and its use or any action taken by the Customer relying on the data, results or other information generated by use of the Software. MyGolfIQ.com is not responsible for, and excludes liability for, any breach of any applicable law, legislation, regulation or code of practice by the Customer in relation to use of the Software or action taken by the Customer relying on the data, results or other information generated by use of the Software.
Without limiting the generality of the above, it is the Customer's responsibility to ensure that any use of the Software or action taken by the Customer relying on the data, results or other information generated by use of the Software does not breach any applicable privacy or data protection laws, any laws relating to the rights of employees; any laws relating to the use or disclosure of confidential information; or result in any claim being made against MyGolfIQ.com or the Customer.
MyGolfIQ.com may terminate this agreement , including the License granted to the Customer, if:-
- The Customer is in breach of this agreement and fails to remedy the breach within 30 days of receipt of written notice of the breach; or
- The customer is subject to any application for winding up or liquidation , or for the appointment of a receiver or manager , or is subject to any other form of insolvency administration.
If this agreement is terminated, the Customer must immediately stop using the Software and Documentation and delete the Software from its computer systems.
Each party will keep confidential any confidential information belonging to the other party disclosed pursuant to this agreement. Confidential information belonging to MyGolfIQ.com includes the unpublished content and methodology of the Software, MyGolfIQ.com's dealings with the Customer and any other information relating to the business, operations or products of MyGolfIQ.com, other than information in the public domain or information which subsequently enters the public domain (except as a result of a breach of this agreement).
If any term or part of this agreement is, or becomes, for any reason invalid or unenforceable at law, that term or part of this agreement will be and is hereby deemed to be severed from this agreement without affecting the remainder of this agreement and the remainder of this agreement will continue to be valid and enforceable.
This agreement may only be amended, varied or replaced by a document duly signed by or on behalf of the parties.
23 Entire agreement
This agreement constitutes the entire agreement between the parties in respect of the supply of the Software and Documentation. This agreement supersedes all prior representations, warranties, agreements, understandings, negotiations and discussions whether oral or written, express or implied, collateral or otherwise, by or between the parties pertaining to the subject matter of this agreement.
24 Force majeure
A party will not be liable to the other for any delay or failure to perform its obligations under this agreement by reason of any circumstances beyond its reasonable control.
25 Governing law and jurisdiction
This agreement is governed by and is to be construed in accordance with the laws of the State of Colorado, USA. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Colorado.