SignStix

• Documentation: the user instructions for aiding use of the Services
• Effective Date: the date that this licence is accepted by the Customer
• Initial Term: the initial term of this licence as specified in writing by the Customer and confirmed by the Licensor, or otherwise shall be 1 month from the Effective Date
• Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world
• Licensor: the entity granting the licence to the Customer to use the Services in accordance with the terms of this licence as notified to the Customer
• References to “Licensor” in this licence shall mean the Reseller or Signstix as the case may be depending on which entity the Customer enters into this licence with
• Passcode: the passcode provided to the Customer to enable it to enter into this licence and use the Services
• Renewal Period(s): the renewal period or periods which shall follow the Initial Term and which are specified in writing by the Licensor, or otherwise, if not other period is specified, the Renewal Periods shall be successive periods of 1 (one) month
• Reseller: any reseller appointed by Signstix to act as its authorised reseller of the Services and with whom the Customer has contracted to enable it to enter into this licence
• Services: the subscription services provided by the Licensor to the Customer under this licence via https://cms
• Signstix
• com or https://api
• Signstix
• com or any other website notified to the Customer from time to time, as more particularly described in the Documentation
• In this licence, references to the Services shall also include the Software and the Documentation
• Signstix: Signstix Limited incorporated and registered in England and Wales with company number 08579363 whose registered office is at The Exchange, Station Parade, Harrogate, North Yorkshire, HG1 1TS
• Software: the online software applications proprietary to Signstix the use of which forms part of the Services from time to time
• Subscriptions: the subscriptions purchased by the Customer which entitle Users to access and use the Services on a per Connection basis in accordance with this licence
• Subscription Fees: the subscription fees payable for the Subscriptions by the Customer to the Licensor
• Subscription Term: the Initial Term together with any subsequent Renewal Periods
• Support Services Policy: Signstix’s policy for providing support in relation to the Services as made available at https://cms
• Signstix
• com or https://api
• signstix
• com or such other website address as may be notified to the Customer from time to time
• Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services on behalf of the Customer
• Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices
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• 1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
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• 2 a reference to a party includes its successors and permitted assigns;
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• 3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted for time to time and reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; and
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• 4 any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms

2. Grant, formation and scope of licence

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• 1 The licence granted hereunder is granted either by a Reseller where such Reseller has been appointed by Signstix or may be granted by Signstix directly where the Services are licensed directly by Signstix
• Where a Reseller is appointed and so acts as Licensor hereunder, that entity acts in its own name and for its own account and not as agent for Signstix
• The entity which grants the rights to the Customer to use the Services in accordance with the terms hereof shall be the Licensor
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• 2 This licence applies to the Customer’s use of the Services to the exclusion of any terms and conditions which the Customer may seek to impose or incorporate, or any terms and conditions which are implied by trade, custom, practice or course of dealing
• These licence terms shall be binding on the Customer from the date on which the Customer first uses the Services unless otherwise stated in writing by the Licensor
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• 3 For the avoidance of doubt, these terms and conditions apply to the use of the Services only
• To the extent that any other services or deliverables are to be provided by the Reseller to the Customer, then the same shall be governed by the Reseller’s terms and conditions which shall apply to the performance of such services or supply of goods
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• 4 In consideration of and subject to, the Customer paying the Subscription Fees and complying with the terms of this licence, the Licensor hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub-licences, to use and to permit its Users to use, the Services during the Subscription Term solely for the Customer’s internal business operations, subject to the terms and conditions of this licence
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• 5 The Customer shall not, and shall not permit any third party to use the Services on behalf of or for the benefit of any third party, or, subject to clause 13
• 9, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party (except the Users)
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• 6 The Customer undertakes that the maximum number of Connections at any time shall not exceed the number of Subscriptions it has purchased from time to time
• If notwithstanding such restriction, the number of Connections is exceeded, then without prejudice to the Licensor’s and Signstix’s other rights, the Customer shall pay the amount of any underpayment of Subscription Fees within 10 Business Days of demand, to the Licensor
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• 7 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property, and each of the Reseller and Signstix reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause