Way to the Web Product License

LICENCE TERMS AND CONDITIONS

1.	LICENCE

	1.1	Way to the Web  Limited of 73, Donaldson Way, Woodley, 
		Reading, Berkshire, RG5 4XL ("Way to the Web")  hereby grants 
		you a non-exclusive, non-transferable licence to download and 
		use (the "Product") and the accompanying documentation (the 
		"Documentation") on the following terms.

	1.2	The copyright and all other rights in the Product and the 
		 Documentation remain with Way to the Web.

2.	ACCEPTANCE

	You are deemed to have accepted the terms and conditions of this 
	Licence by downloading the Product.

3.	SCOPE OF LICENCE

	3.1	You shall not:

		3.1.1	modify, adapt, merge, translate, decompile, 
		disassemble, or reverse engineer the Product, except as 
		permitted by law; or

		3.1.2	sell, assign, rent, sub-license, loan, mortgage, 
		charge or otherwise deal in any way in the Product or 
		Documentation or any interest in them except as expressly 
		provided in this Licence.

4.	DURATION OF LICENCE

	4.1	This Licence  shall commence on the date hereof and, subject 
	to other terms of this Licence,  shall continue thereafter for as 
	long as you continue to use the Product.

	4.2	This Licence shall terminate automatically if you fail to 
	abide by any of its terms.

	4.3	Upon termination of this Licence you shall destroy the 
	Product and the Documentation and shall erase all copies of the 
	Product under your control and stored on any medium.

5.	WARRANTIES AND REMEDIES

	5.1	Way to the Web warrants that for a period of 90 days from the 
	date that the Product is downloaded, it will provide the facilities 
	and functions set out in the Documentation when properly used and 
	further, that the Documentation will provide adequate instruction to 
	enable you to make proper  use of such facilities and functions.

	5.2	The said warranty shall be subject to you complying with  
	your obligations hereunder and to there having been made no 
	alterations to the Product by any person other than Way to the Web. 
	When notifying a defect or error  you shall  (so far as you are able) 
	provide Way to the Web with a documented example of such defect or 
	error.

	5. 3	Way to the Web shall have no liability or obligations under 
	the said warranty other than to remedy breaches thereof  by the 
	provision of materials and services within a reasonable time and 
	without charge to you.  If Way to the Web shall fail to comply with 
	such obligations its liability for such failure shall be limited as 
	specified in Clause 6. The foregoing states the entire liability of 
	Way to the Web, whether in contract or tort, for defects and errors 
	in the Products and the Documentation.

	5.4	You acknowledge that the Products have not been prepared to 
	meet your individual requirements and that it is therefore your 
	responsibility to ensure that the facilities and functions described 
	in the Documentation meet your requirements. Way to the Web shall not 
	be liable for any failure of the Products to provide any facility or 
	function not specified in the Documentation

	5.5	Way to the Web does not warrant that the operation of the 
	Products will be uninterrupted or error free or that all errors will 
	be remedied.

	5.6	Except as expressly provided in this Licence, no warranty, 
	condition, undertaking or term, express or implied, statutory or 
	otherwise, as to the condition, quality, performance or fitness for 
	purpose of the Products or the Documentation is given or assumed by 
	Way to the Web and all such warranties, conditions, undertakings and 
	terms are hereby excluded to the fullest extent permitted by law.

6.  	LIABILITY

	6.1	Way to the Web will indemnify you and keep you fully and 
	effectively indemnified against any loss of or damage to any property 
	or injury to or death of any person caused by any negligent act or 
	omission or wilful misconduct of  Way to the Web, its employees, 
	agents or sub-contractors or by any breach of its contractual 
	obligations arising out of this Licence.

	6.2	Except in respect of injury to or death of any person caused
	 by negligence (for which no limit applies) Way to the Web's 
	liability to you under sub-clause 6.1 above in respect of each event 
	or series of connected events shall not exceed one and a half times 
	the price you paid to licence the Product.

	6.3	Notwithstanding anything else contained in this Licence, Way 
	to the Web shall not be liable to you for loss of profits or 
	contracts or indirect or consequential loss or damage whether arising 
	from negligence, breach of contract or howsoever caused

	6.4	 Way to the Web shall not be liable to you for any loss 
	arising out of  your failure to keep full and up-to-date security 
	copies of the computer programs and data you use.

7.	CONFIDENTIAL INFORMATION

	7.1	You undertake   to treat as confidential and keep secret all 
	information contained or embodied in the Products and the 
	Documentation  which,  by its nature has the necessary quality of 
	confidence about it ("Confidential Information"), provided that this 
	clause shall not extend to any information which is already public 
	knowledge or becomes so at a future date (otherwise than as a result 
	of a breach of this clause).

	7.2	You shall not without the prior written consent of Way to the 
	Web divulge any part of the Confidential Information to any person 
	except to:

		7.2.1	your own employees and then only to those employees 
		who need to know the same;

		7.2.2	your auditors and any other persons or bodies having 
		a right duty or obligation to know your business and then 
		only in pursuance of such right duty or obligation;

		7.2.3	any person who is from time to time appointed by you 
		to maintain your network, website  or  the equipment upon 
		which the Product is being used (in accordance with the terms 
		of the Licence) and then only to the extent necessary to 
		enable such person properly to maintain such network, website 
		or equipment.

	7.3	You undertake to ensure that the persons and bodies mentioned 
	in paragraphs 7.2.1, 7.2.2 and 7.2.3 are made aware prior  to the 
	disclosure of any part of the Confidential Information that the same 
	is confidential and that they owe a duty of confidence to Way to the 
	Web. You shall indemnify Way to the Web against any loss or damage 
	which Way to the Web may sustain or incur as a result of  your 
	failing to comply with such undertaking

	7.4	You shall promptly notify Way to the Web if you become aware 
	of any breach of confidence by any person to whom you  divulge all or 
	any part of the Confidential Information and shall give Way to the 
	Web all reasonable assistance in connection with any proceedings 
	which Way to the Web may institute against such person for breach of 
	confidence.

	7.5	The foregoing obligations as to confidentiality shall remain 
	in full force and effect notwithstanding any termination of this  
	Licence.

8.  	INDEMNITIES

	8.1	Way to the Web shall indemnify you against any claim that the 
	normal use or possession of the Products and/or Documentation 
	infringes the intellectual property rights of any third party 
	provided that Way to the Web is given immediate and complete control 
	of such claim, that  you do not prejudice  Way to the Web's defence 
	of such claim, that you give  Way to the Web all reasonable 
	assistance with such claim and that the claim does not arise as a 
	result of the use of the Products and/or Documentation in combination 
	with any equipment or programs not supplied or approved by  Way to 
	the Web. Way to the Web shall have the right to replace or change all 
	or any part of the Products and/or Documentation in order to avoid 
	any infringement. The foregoing states the entire liability of Way to 
	the Web to you in respect of the infringement of the intellectual 
	property rights of any third party

	8.2	Except to the extent caused by  Way to the Web's breach of 
	its obligations hereunder, or its negligent or wilful misconduct in 
	connection with this Licence, and without limiting Way to the Web's 
	obligations in sub-clause 8.1 above, you shall indemnify and hold  
	Way to the Web harmless from any and all liability, loss and damage  
	Way to the Web may suffer as a result of claims demands or judgments 
	by any third party arising out of  your use or operation of the 
	Products,  the Documentation and related output. You shall, at your 
	expense, defend any such action, suit or claim against  Way to the 
	Web.

9.	SUPPORT

	Way to the Web's technical support staff will, between the hours of 
	9.00 and 17.30 UK time Monday to Friday inclusive (except on bank and 
	public holidays), endeavour to answer on-line or by email any queries 
	you may have about the Product. For support please either use the 
	on-line support desk or the on-line support forum given on our 
	Website or in the Documentation.  Any Product updates that may be 
	made available by Way to the Web from time to time will be supplied 
	at Way to the Web's then prevailing charges and subject to Way to the 
	Web's then prevailing terms and conditions. Way to the Web does not 
	guarantee backward compatibility with previous versions of the 
	Product as it retains the right to add, remove or modify any feature 
	or function in previous versions, at its sole discretion.

10.	OTHER SERVICES

	Way to the Web may also provide you with, at its option and subject 
	to its then prevailing charges and terms and conditions, other 
	services in relation to the Product, such as installation and 
	consultancy  services. Please contact Way to the Web at the number 
	given on our Website or in the Documentation for more information 
	about such services.

11.	CONSUMERS

	If you deal as a consumer as defined in the Unfair Contract Terms Act 
	1977, your statutory rights remain unaffected.

12.	PERSONAL INFORMATION CONTROL

	You agree to comply with all applicable laws, regulations, rulings and
	orders of the EU, US and other countries (including but not limited to
	the EU's GDPR) in which you have operations relating to the protection,
	use, and distribution of personal information of your users or
	visitors on any devices which have the Program installed or stored. 
	Further, you shall indemnify Way to the Web for any and all claims 
	resulting from your violation of any such laws, regulations, rulings,
	or orders.

13.	LAW

	This Licence constitutes the entire agreement between you and Way to 
	the Web relating to the Product and the Documentation and is governed 
	by and construed in accordance with  the laws of England. The courts 
	of England shall have exclusive jurisdiction. 

