PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE POWBOT SOFTWARE OR DOWNLOADING THE SOFTWARE UPDATE ACCOMPANYING THIS AGREEMENT. BY USING THE POWBOT SOFTWARE OR DOWNLOADING THE SOFTWARE UPDATE YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE POWBOT SOFTWARE OR DOWNLOAD THE SOFTWARE UPDATE.
Merton Labs s.r.o ("Merton Labs"), a company registered in the Czech Republic under Company No. 05579201, whose registered office is Štěpánská 540, 120 00 Nové Město, Praha 2, Czech Republic.
You (you become a party by downloading the PowBot Software)
NOW IT IS HEREBY AGREED AS FOLLOWS
PowBot Softwaremeans the PowBot application, including third party software incorporated in it and any subsequent applications and software Updates.
Updatesmeans any new versions, revisions or bug x releases downloaded by you subsequent to originally downloading the PowBot Software.
We, Us, Ourmeans Merton Labs
You, Yourmeans the person who accepts this Agreement by downloading the PowBot Software.
2.1. Subject to the terms and conditions of this Agreement, we hereby grant you a time limited, revocable, non-exclusive, worldwide licence to use the PowBot Software and other items supplied or made available by us, but only for use in connection with the PowBot Software. This Agreement is made, and becomes binding on both parties, when you download the PowBot Software.
2.2. You may not rent, lease, sell, redistribute or sub-license the PowBot Software and you may not transfer or assign your rights under this Agreement to anyone else.
2.3. The data and features made available to you through the PowBot Software will depend on the type of licence you have purchased.
2.4. You are not licensed to, and may not, download the PowBot Software if you are under 18 years of age.
2.5. At our discretion, we may make future Updates of the PowBot Software available to you. Updates, if any, may not necessarily include all existing software features.
2.6. We are entitled to suspend any service provided to you through the PowBot Software without notice where
2.6.1. we need to suspend access to the PowBot Software for maintenance or other similar reasons; or
2.6.2. you are in breach of this Agreement.
We will give you as much notice as possible of any suspension of service.
3.1. You are liable for any telephone or other communication charges and any charges made by your Internet service provider or any other third party as a result of your use of the PowBot Software.
3.2. You agree NEVER to leave the PC once you have accessed the PowBot Software nor to let anyone else use it on your behalf.
3.3. Whilst we will develop and implement reasonable security standards for regulating and controlling unauthorised access to the PowBot Software, we cannot and shall not be responsible for any loss or misuse of information contained therein caused by unauthorised third parties hacking into or otherwise obtaining access to your systems.
4.1. You agree neither to disaggregate the PowBot Software, nor to decompile the software used in making or operating the PowBot Software, nor to develop any database or any service from such disaggregation or decompilation.
4.2. You agree neither to modify nor reverse engineer the PowBot Software (or any part of it) nor to allow any third party to carry out any of these acts.
4.3. You agree not to use the PowBot Software for any unlawful purpose.
4.4. You will indemnify us against any losses whatsoever and howsoever arising as a result of your breach of this clause 4.
5.1. You agree that all intellectual property rights, including copyright, database rights, rights in condential information and trade secrets, trademarks, service marks, and trade names, patents or design rights (whether registered or not and including applications for the same), in the PowBot Software shall remain our exclusive property.
5.2. We make available on the Website a subset of the code of PowBot Software (“the Subset”), so you can view it and understand how it works. By downloading the Subset, you agree we retain copyright in it, in the code of PowBot Software and in any developments of the Subset, which you return to us.
You may not use the Subset for any purpose other than as set out in this sub-clause. In particular, and without limitation, you may not use it for any commercial purpose whatsoever.
6.3. We will not be liable to you for any breaches you may commit of the Data Protection Act 1998 and you will indemnify us against any claims we may receive for any such breaches.
7.1. Your licence to use the PowBot Software comes into effect on the day you first download the PowBot Software.
7.2. Your licence to use the PowBot Software will terminate either:
7.2.1. at the time and date specified on the Website when you download the application;
7.2.2. at 2359 hrs on the day you download the PowBot Software without also obtaining a Trial or Activation Key; or
7.2.3. if you download the PowBot Software but for whatever reason are unable to install or activate it; or
7.2.4. if terminated according to the terms and conditions of this Agreement.
7.3. We may immediately terminate this Agreement and disable your access to the PowBot Software and its associated data:
7.3.1. if you are in breach of this Agreement, including not paying in full; or
7.3.2. if you cease business, become insolvent, commit any act of insolvency or become subject to any proceeding under an insolvency law or have a receiver appointed over your assets; or
7.3.3. if you challenge the validity of our Intellectual Property Rights in the PowBot Software; or
7.3.4. if you engage in conduct prejudicial to the marketing of the PowBot Software or to its reputation; or
7.3.5. if you assign or attempt to assign or transfer your rights or liabilities under this Agreement; or
7.3.6. under clause 7.4.
7.4. If we receive direction or advice from a regulator or suitably qualied legal expert that we should cease or amend the provision of the PowBot Software due to its non compliance with legislation, regulations, codes or other industry or regulatory rules, we shall be entitled to either (i) modify the PowBot Software as necessary; or (ii) terminate this Agreement.
7.5. In the event that this Agreement is terminated pursuant to clause 7.3 or 7.4 above, we shall have no liability in respect of such termination, except in respect of any accrued claims up to the date of such termination. Termination shall not release any party from any obligation or liability incurred prior to the date of termination.
8.1. We do not make, and hereby disclaim, any warranty, express or implied, with respect to the PowBot Software or any other services provided under this Agreement including, but not limited to, tness for a particular purpose of the PowBot Software. If for any reason the PowBot Software does not work, we will, at your option: either (a) allow you to re-download the PowBot Software; or (b) replace the download for free; or (c) send you a refund of what you have paid for that download. You may apply for a refund by sending an email to [email protected]
8.2. You agree that we shall not be liable to you (or to any third party claiming through you) for any loss or injury arising out of or caused (in whole or in part) if: (a) the PowBot Software is unavailable or suspended for any reason; or (b) the PowBot Software causes your PC or other systems not to work normally or at all; or (c) a claim of any sort is brought directly against you by Jagex Ltd.
8.3. You agree that we will not be liable to you (or to any third party claiming through you) for any loss of prots, revenue or goodwill, loss of anticipated savings, loss or corruption of data, even if such loss was reasonably foreseeable or if we had been advised of the possibility of you incurring the same.
8.4. You agree that we will not be liable to you (or to any third party claiming through you) for any special, indirect or consequential loss, even if such loss was reasonably foreseeable or if we had been advised of the possibility of you incurring the same.
8.5. If we are found liable to you under this Agreement, you agree that our maximum aggregate liability to you in respect of any direct loss (or any other loss to the extent that such loss is not excluded by this Agreement), whether such loss arises in contract or tort or otherwise, shall be limited to an amount equal to the total payments we have received from you in the year before you incurred such loss.
8.6. Nothing in this Agreement shall exclude or limit either party’s liability in respect of (i) death or personal injury caused by its negligence or that of its employees, agents or subcontractors or (ii) fraud or fraudulent misrepresentation.
9.1. Your right to a licence of the PowBot Software, pursuant to Clause 2.1, comes into eect when you download it. You become due to make payment under this Clause once you download a particular application, when you must pay the price of that application set out in the Website.
If, for whatever reason, we have not received payment in full once you download a particular application, we may immediately terminate this Agreement under Clause 7.3.1.
9.2. The price you pay for the PowBot Software is calculated on the basis that: 9.2.1. you pay by credit or debit card through the Website and
9.2.2. it is non-refundable for any reason once you have used PowBot Software in any way.
10.1. This Agreement shall be governed by and construed in accordance with Czech law and the parties hereby submit to the exclusive jurisdiction of the Czech Courts.
10.2. Entire Agreement
10.2.1. This Agreement constitutes the entire understanding between you and us with respect to the subject matter hereof and supersedes all prior or contemporaneous discussions, understandings and agreements in regard thereto.
10.2.2. For the purposes of this clause a Pre-Contractual Statement means any agreement, undertaking, representation, warranty, promise, assurance or arrangement of any nature whatsoever (whether in written or draft form, including on the Website, and whether express or implied) made or given by any person (including intermediaries or introducers) at any time prior to the execution of this Agreement in connection with any of the matters dealt with in this Agreement.
10.2.3. Each Party hereby acknowledges that it has not entered into this Agreement in reliance upon any Pre-Contractual Statement which is not expressly set out herein and that this Agreement supersedes and extinguishes any prior Pre-Contractual Statements relating thereto and each Party hereby unconditionally and irrevocably waives any claims, rights or remedies whether arising in contract, misrepresentation, negligence, breach, statutory duty or otherwise arising by virtue of any Pre-Contractual Statement not set out herein, even where set out in the Website or any brochure.
10.3. Neither the PowBot Software nor its underlying information or technology may be downloaded or otherwise exported or re-exported: (i) to (or to any national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the US has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's List of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the PowBot Software, you agree to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such List or Table.
10.4. This Agreement may only be amended in writing by one of our duly authorised representatives.
10.5. If any provision of this Agreement shall be found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not aect the other provisions of this Agreement and all provisions not aected by such invalidity shall remain in full force and eect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision that achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.
10.6. We may assign or novate this Agreement governing the PowBot Software to any aliated company or to any purchaser of all or part of our assets and you hereby consent to such assignment or novation.
BY USING THE PowBot SOFTWARE AND DOWNLOADING THE SOFTWARE UPDATE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT
This Agreement applies from 10 October 2020