u4c Member’s Software Licence Agreement
Please read carefully before downloading or using u4c Tutorials, u4c Resource files and u4c Wand© files.
This u4c Member’s Software Licence Agreement (Licence) is a legal agreement between you (Licencee or you) as an enrolled Member of the u4c Membership site and u4c4seconds Limited a company incorporated in Kenya, registration number CPR/2015/180956 having its registered office at 257 Miotoni Road, Karen, Nairobi, Kenya, (Licensor, us or we) to download, store and use u4c Software programs comprising:
1 the u4c Member Resource files comprising:
1 u4c Resource files (as defined in Schedule 1) and
2 u4c Wand© files (as defined in Schedule 2) and
2 the u4c Member Tutorials (as defined in Schedule 3)
and downloadable to you as a Member of the u4c Membership site.
We licence use of the u4c Resource files, u4c Wand© files and u4c Tutorials to you for your own personal use on the basis of this Licence. We do not sell the u4c Resource files, u4c Wand© files or the u4c Tutorials to you. We remain the owners of the u4c Resource files, the u4c Wand© files and the u4c Tutorials at all times.
IMPORTANT NOTICE TO ALL USERS:
By installing the u4c software or u4c documentation or clicking on the “accept” button you agree to the terms of this Licence which will bind you, your employees or clients (the users).
If you do not agree to the terms of this Licence, we will not licence the u4c Resource files, u4c Wand© files and u4c Tutorials to you and you must discontinue the installation process now.
You are advised to print and retain a copy of this Licence for your future reference.
1. Grant and scope of licence
1.1. In consideration of you agreeing to abide by the terms of this Licence and the payment of the appropriate u4c Membership (licence) fee, we grant to you a non-exclusive, non-transferable licence to use the u4c Resource files, u4c Wand© files and u4c Tutorials that together form the components of the u4c Members Course for your own personal and individual use under the terms of this Licence.
1.2. You may:
Install and use the u4c Resource files, u4c Wand© files and u4c Tutorials of the u4c Members Course in accordance with the terms and conditions as described in the Licensing Options page of our website (u4c software download terms and conditions);
Provided you comply with the provisions in clause 2 you may make a reasonable number of copies of the u4c Resource files, u4c Wand© files and u4c Tutorials for sole purposes of back-up and provided that you do not use the backup copies for any purpose except
1 restoration of the u4c Resource, u4c Wand© files and u4c Tutorials after loss,
2 for use in your personal working with the u4c Resource files, u4c Wand© files and u4c Tutorials; and
3 If you are using a u4c Wand© file or files for third-party use or end-use, you agree to
1 ensure as far as may be within your control that such third-party person or entity is or becomes the holder of a u4c Third-Party User Licence (TPUL) within 90 days of their first use or end use of any u4c Wand© file or any spreadsheet file derived directly or indirectly therefrom.
2 ensure as far as may be within your control that in the event that such third-party does not become the holder of a u4c Third-Party User Licence (TPUL) within 90 days of their first use or end use of any u4c Wand© file or any spreadsheet file derived directly or indirectly therefrom that that entity discontinues the storage, use or end use of any u4c Wand© file or any spreadsheet file derived directly or indirectly therefrom.
3 in the event of such continued third-party storage and use without such third-party user or end user procuring a u4c Third-Party User Licence within 90 days of their first use or end use, to report such continued storage, use or end use by email to u4c4seconds Limited within 30 days after the expiry of 90 days from the first use or end use by that third-party of any u4c Wand© file or any spreadsheet file derived directly or indirectly therefrom.
4 If you are using the u4c Software beyond the rights granted by the terms of this Licence, we will terminate this Licence in which case you must immediately cease to use the u4c Tutorials, u4c Resource files and u4c Wand© files (as defined in Schedules, 1,2 and 3 to this agreement) and any files derived directly or indirectly from them.
You acknowledge that we have the right to terminate access and use to all unlicenced users of u4c Tutorials, u4c Resource files and u4c Wand© files and any files derived directly or indirectly from them.
The terms, conditions and licence fees for third-party users or entities are set out in our website.
2. Restrictions
Except as expressly set out in this Licence or as permitted by law, you undertake:
2.1. not to copy the u4c Tutorials, u4c Resource files and u4c Wand© files except where such copying is incidental to their normal use or where it is necessary for the purpose of back-up;
2.2. not to sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the u4c Tutorials, u4c Resource files or u4c Wand© files;
2.3 to supervise and control use of the u4c Wand© files and ensure that when used under your control for the use, end use or benefit of any third-party user or entity, such use will accord with the terms of this Licence;
2.4 to include our copyright notice on all entire and partial copies of the u4c Wand© files in any form; and
2.5 not to provide, or otherwise make available, the u4c Tutorials, u4c Resource files and u4c Wand© files in any form, in whole or in part to any person other than permitted by this software licence.
2.6 When using any u4c Wand© file, or any spreadsheet file derived directly or indirectly therefrom you agree to enter either your name or your u4c Members licence number in the manner prescribed in the u4c Tutorials covering u4c Membership and the use of u4c Wand© files.
2.7. You acknowledge that we have the right to independently verify and audit your and users use of the u4c Software.
3. Intellectual property rights
3.1. You acknowledge that all intellectual property rights in u4c Resource files, u4c Wand© files and u4c Tutorials throughout the world belong to us; that rights in u4c Resource files, u4c Wand© files and u4c Tutorials are licenced (not sold) to you, and that you have no rights in, or to, u4c Resource files, u4c Wand© files and u4c Tutorials other than the right to use them in accordance with the terms of this Licence.
3.2. The integrity of u4c Tutorials, u4c Resource files and u4c Wand© files is or may be protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in u4c Tutorials, u4c Resource files and u4c Wand© files are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose sole intended purpose is to facilitate the unauthorised removal or circumvention of such TPM.
4. Limited warranty
4.1. We warrant that:
the u4c Resource files and u4c Wand© files will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the u4c Tutorials; and
that the u4c Tutorials substantially describe the operation of the u4c Resource files and u4c Wand© files in all material respects, for a period of 90 days from the date of installation of the u4c Resource files and u4c Wand© files (Warranty Period).
4.2. The warranty does not apply:
if the defect or fault in u4c Resource files and u4c Wand© files results from a user having modified or amended the original versions of any u4c Tutorials, u4c Resource files and u4c Wand© files; and
if the defect or fault in the u4c Resource files and u4c Wand© files results from a user having used the u4c Tutorials, u4c Resource files and u4c Wand© files in contravention of the terms of this Licence.
4.3 This warranty is in addition to your legal rights in relation to u4c software that is faulty or not as described.
4.4. You acknowledge that the u4c Software will not operate entirely uninterrupted or error-free and is an off-the-shelf software package designed to support a course of training and to provide certain u4c-enabled files for user application and is not a bespoke software prepared to meet any user’s individual requirements. It is therefore the responsibility of the user to ensure that the facilities and functions described in the u4c Tutorials meet their requirements. We will not be liable for any material failure of the u4c Resource files and u4c Wand© files to provide any facility or function not specified in the u4c Tutorials.
4.5. You acknowledge that the Licensor does not provide any financial, accountancy or legal advice under this Agreement or in relation to the u4c Software programs and, except to the extent expressly provided otherwise in this Agreement, the Licensor does not warrant or represent that the u4c Software programs or the use of the u4c Software programs by the Licensee will not give rise to any legal liability on the part of the Licensee or any other person.
4.6. You acknowledge that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the u4c Software will be wholly free from defects, errors and bugs.
4.7. You acknowledge that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the u4c Software will be entirely secure.
4.8. We do not warrant, guarantee or make any representations regarding the results of the u4c Tutorials, u4c Resource files and u4c Wand© files in terms of their correctness, accuracy, reliability or otherwise. The entire risk as to the results of using the u4c Tutorials, u4c Resource files and u4c Wand© files is assumed by the user.
4.9. If you are using a demo version of the u4c Software, you acknowledge that the u4c Software is provided “as is” without any warranties.
5. Limitation of liability if you are a consumer user
5.1. For the purposes of this Licence a “consumer” means any natural person who is using the Software for a purpose outside his or her trade, business or profession.
5.2. If you are a consumer, we only supply the Software and Documentation for domestic and private use. You agree not to use the Software and Documentation for any commercial, business or re-sale purposes, and we have no liability to you for any:
loss of profit;
loss of business;
business interruption;
loss of business opportunity; and
loss or corruption of data or information.
5.3. We are only responsible for loss or damage you suffer that is a foreseeable result of our breach of this Licence or our negligence up to the amount specified in clause 5.4, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we granted you the Licence.
5.4. Our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the licence fee you have paid. This does not apply to the types of loss set out in clause 5.5.
5.5. Nothing in this Licence shall limit or exclude our liability for:
death or personal injury resulting from our negligence;
fraud or fraudulent misrepresentation;
any other liability that cannot be excluded or limited by Kenyan law.
6. Termination
6.1. We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after we have provided you written notice requiring you to do so.
6.2. Upon termination for any reason:
all rights granted to you and users under this Licence shall cease;
you must cease all activities authorised by this Licence;
you must immediately delete or remove the u4c Tutorials, u4c Resource files and u4c Wand© files and any files derived directly or indirectly therefrom from all computer equipment in your possession and certify to us that you have done so.
7. Communications between us
7.1. If you wish to contact us in writing, or if any clause in this Licence requires you to give us notice in writing, you can send this to us by email to ops@u4c4seconds.com. We will confirm receipt of this by contacting you in writing, normally by e-mail.
7.2. If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order for the u4c Software.
7.3. Pease note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent.
8. Other important terms
8.1. We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
8.2. If you are a business customer, this Licence and any document or webpage expressly referred to in it constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of the us which is not set out in this Licence or any document or webpage expressly referred to in it.
8.3. If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
8.4. Each of the clauses of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
8.5. Please note that this Licence, its subject matter and its formation, are governed by Kenya law. You and we both agree to that the courts in Kenya will have non-exclusive jurisdiction.
8.6. u4c Membership (licence) fees are valid as the fees quoted in US Dollars (USD) in the u4c4seconds.com website at the time of application for u4c Membership.
8.7. VAT in the European Union: The prices listed include Value-Added Tax (VAT/TVA) except in the case of European Union customers ordering online who will be billed VAT at their local rate. If you are based inside the European Union and have a valid VAT number, please enter it in the Special Instructions field on the checkout page.
8.8. There is no physical shipping for any of our u4c Resource files, u4c Wand© files and u4c Tutorials products. You must specify your e-mail address, so we can send your licence code and download link to you.
8.9. u4c Resource files including u4c Wand© files are available and delivered in two content-similar versions optimised for use with Microsoft Excel when used on the Windows or on the Mac operating systems.
Credit Card Orders: (Visa, Mastercard, JCB) are welcomed and, for online sales, will be billed in whichever currency you specify: U.S. Dollars, Euros, or British Pounds Sterling. Use the popup currency menu (above each pricing table) to change the currency.
European Union customers should remember to include their VAT/TVA details where relevant.