PhotoFrame Manager – End User License Agreement

IMPORTANT NOTICE

While you should read the whole of this agreement before purchasing licenses to use PhotoFrame Manager, specific attention is drawn to clause 3 (Account Opening and Activation) and clause 4 (Software Activation) below describing essential requirements for the operation of PhotoFrame Manager.  If these requirements are not met, PhotoFrame Manager will not work or may cease to work.

1.          Definitions

(a)        “The Agreement” is this End User License Agreement together with the appended privacy policy and, where applicable under clause 21(a) below, the terms set out in the relevant listing on an eBay web site and any other terms required by eBay.

(b)       “The Licensor” is TenScope Limited, a company registered in England, company number 06656008, with its registered office at 136 Pinner Road, Northwood, Middlesex, HA6 1BP, United Kingdom or its successors in title under the Agreement.

(c)        “The Licensee” is the person entitled under the Agreement to Use the Software.

(d)       Where the Licensee is an individual person, a Licensee’s “Household” comprises those individual persons who normally reside at the same address as the Licensee.

(e)        Where the Licensee is a business or other organisation (such as a club, charity, trade union or government organisation), however such business or organisation is established and whether incorporated or not, the Licensee’s “Employees” are those individual persons who carry out work directly for the Licensee.  For the avoidance of doubt, this does not include individuals employed by contractors or sub‑contractors engaged by the Licensee where there is no direct legal, contractual relationship between those individuals and the Licensee.

(f)         “The License” is the non‑exclusive license granted to the Licensee by the Licensor to Use the Software in accordance with the Agreement.  “License” or “Licenses” also, as the context requires, includes the permission to Use the Software on a specified number of Machines.

(g)       “An Account” is an account as described in clause 3 (Account Opening and Activation) of the Agreement.

(h)       “User Name” is a user name for an Account as described in clause 3 (Account Opening and Activation) of the Agreement.

(i)         “E‑Mail Address” is an e‑mail address associated with an Account as described in clause 3 (Account Opening and Activation) of the Agreement.

(j)         “Password” is a password for an Account as described in clause 3 (Account Opening and Activation) of the Agreement.

(k)        “The Software” is the computer programme titled PhotoFrame Manager:

(i)         Together with all associated software including but not limited to the Web Sites, the Installation File, configuration files and Activation Codes;

(ii)       Including any part or parts thereof, encryption, decryption and other software keys contained therein and any computer code contained in such part or parts or keys;

(iii)      Supplied to or obtained by the Licensee on CD or other physical media, via e‑mail, downloaded from the internet or through any other network or form of network or in any other format or from any other source;

(iv)     Howsoever stored in any format or in any media directly or indirectly accessible by the Licensee.

(l)         “The Web Sites” are the web site or sites run by the Licensor for the purpose of providing information about and user support for the computer programme titled PhotoFrame Manager.

(m)      “The Installation File” is the Microsoft ® Installer (MSI) file provided by the Licensor for the purpose of installing the Software for Use on a Machine.

(n)       “An Activation Code” is an Account Activation Code or a Software Activation Code.

(o)       “An Account Activation Code” is a software code obtained by the Licensee in accordance with clause 3 (Account Opening and Activation) of the Agreement.

(p)       “A Software Activation Code” is a software code obtained by the Licensee in accordance with clause 4 (Software Activation) of the Agreement that enables the Software to operate with Full Functionality.

(q)       “Full Functionality” is all the designed functionality of the Software intended by the Licensor, including but not limited to Limited Functionality.

(r)         “Limited Functionality” is that part of the functionality of the Software required to enable the Licensee to carry out the operations described in clause 3 (Account Opening and Activation) and clause 4 (Software Activation) below.

(s)        “Use” of the Software is the execution by a Machine’s processor of any computer code forming part of the Software and Use of the Software on a Machine is the execution by that Machine’s processor of any computer code forming part of the Software.

(t)         “A Machine” is any PC or other computer or device or virtual machine capable of executing the Software or any part of it whose operating system is Microsoft ® Windows ® XP or a later version of Microsoft ® Windows ®.

2.          License

(a)        In consideration for the purchase price paid to the Licensor by the Licensee, the Licensee is permitted by the Licensor to Use the Software in accordance with the terms of the Agreement, except that the Licensee may not Use the Software for any purpose, even if the Licensor has been advised of such purpose, where it might reasonably be or have been foreseen that any failure of or defects in the Software might result in the death of or personal injury to any person.  For the avoidance of doubt, such prohibited purposes include any Use of the Software on a Machine which is or forms part of any system or network, the function of which is wholly or partly concerned with human safety.

(b)       The License permits the Licensee to Use the Software on up to the number of Machines specified at the time the License was purchased by the Licensee from the Licensor.

(c)        If the Licensee at any time purchases additional Licenses to increase the number of Machines on which the Licensee is permitted to Use the Software, then the terms of the Agreement shall apply to such additional Licenses.

(d)       Where the Software or any part of it is supplied on CD or any other physical media, the Licensee shall own such CD or other physical media.

(e)        However, whether or not the Software or any part of it is supplied on CD or any other physical media, the Licensor shall retain ownership or the Software and every part of it and no intellectual property rights are transferred to the Licensee other than the License as set out in the Agreement.

(f)         The Licensee agrees that the terms of the Agreement shall also apply in respect of any updates, upgrades, new releases, additions or other modifications to the Software which the Licensor may, at its sole discretion, make available to the Licensee from time to time.

3.          Account Opening and Activation

(a)        The Licensee must open an Account.  Without such an Account, the activation process described in clause 4 (Software Activation) cannot be completed and the Software will operate with only Limited Functionality.

(b)       Opening an Account requires the Licensee to choose a User Name and provide an E‑Mail Address.  The User Name chosen may not be the same as the User Name of any other Account.  The E‑Mail Address must be a valid e‑mail address to which the Licensee has access.

(c)        Once a User Name has been chosen and an E‑Mail Address has been provided, the Licensor will send an e‑mail to the E‑Mail Address containing an Account Activation Code and an initial Password.

(d)       The Licensee will then have a short period (typically a few hours) within which to re‑enter that User Name and enter that Password and that Account Activation Code to complete the activation of the Account.  Failure to do this will mean that the process described above to open an Account must be begun again from the beginning.

(e)        Once selected, the Licensee cannot change the User Name.

(f)         At any time, the Licensee may change the Password, change the E‑Mail Address or obtain details of the E‑Mail Address.  Such operations require that the Licensee enter the User Name and the Password.

(g)       At any time, the Licensee may reset the Password.  This operation requires that the Licensee enter the User Name and the E‑Mail Address.  The Licensor will then send an e‑mail sent to the E‑Mail Address containing a new Password.

(h)       All Account operations described above may be carried out using either the Web Sites or the Limited Functionality of the Software.

(i)         If the Licensee purchases the Licenses through an eBay web site, an Account will be opened automatically based on the Licensee’s user name and e‑mail address registered with eBay and activated, an initial password will be sent to that e‑mail address and the Licenses purchased will be associated with that Account.  If eBay does not provide the Licensor with that e‑mail address, the Licensor will send a message to the Licensee via eBay requesting details of an e‑mail address which must be provided before such an Account can be opened.

4.          Software Activation

(a)        In order for the Software to operate with Full Functionality, the Software must be activated on each Machine on which it is to be run.  Whenever activation or manual reactivation of the Software is required on a particular Machine, the Licensee will be prompted accordingly when the Software is run on that Machine.

(b)       In order to complete such activation or reactivation it is a strict requirement that the Software must have access to the internet.  It is the Licensee’s responsibility and the Licensee accepts that it is the Licensee’s responsibility to provide, at the Licensee’s cost, a connection between the Machine on which the Software is Used and the internet and to configure any firewall, proxy server, router, anti‑virus or other security software or device so that the Software can access the internet.

(c)        At the time they are purchased, all Licenses are associated with an Account.  Licenses cannot be transferred from one Account to another Account.  In relation to activation, reactivation, deactivation and resetting of Licenses, all references to User Name, Password and E‑Mail Address refer to the User Name, Password and E‑Mail Address for the Account with which the relevant Licenses are associated.

(d)       Activation of the Software on a Machine can only be carried out through the Limited Functionality of the Software while it is running on the Machine on which it is to be activated after it is installed on that Machine using the Installation File.

(e)        Activation of the Software on a Machine requires the Licensee to enter the User Name and Password for the Account.

(f)         The Licensor will then send an e‑mail to the E‑Mail Address containing a Software Activation Code.

(g)       The Licensee will then have a short period (typically a few hours) within which to re‑enter that User Name and that Password and enter that Account Activation Code to complete the activation of the Software on that Machine.  Failure to do this will mean that the process described above to activate the Software on that Machine must be begun again from the beginning.

(h)       If, however, the Licensee has already activated or reactivated (and not deactivated) the Software on as many Machines as the number of Licenses purchased by the Licensee, then an e‑mail containing a Software Activation Code required to complete the activation will not be sent and the Software will not be activated on that Machine.  In that event, if the Licensee still intends to activate the Software on that Machine, the Licensee must EITHER purchase additional Licenses OR deactivate the Software on another Machine on which the Licensee has already activated it OR reset all the Licensee’s Licenses.

(i)         After such activation, the Software will at certain intervals of time require reactivation.  Reactivation may also be required in certain other circumstances.  If the Software is not so activated or reactivated, it will operate only with Limited Functionality.

(j)         Provided the Licensee has not reset all the Licensee’s Licenses, and there are no long periods (typically at least a few months) during which the Software is not Used on that Machine at a time when the Software has access to the internet, such periodic reactivation will normally occur automatically without any further action by the Licensee.

(k)        If, however, such automatic reactivation does not occur for any reason, manual reactivation will be required.  The process for this is identical to the activation process described above.

(l)         At any time, the Licensee may deactivate the Software on a particular Machine.  This operation can only be carried out through the Limited Functionality of the Software while it is running on the Machine on which it is to be deactivated.  This operation requires that the Licensee enter the User Name and the Password.  After deactivation the Software can be Used on that Machine with only Limited Functionality unless it is again activated on that Machine.  Such deactivation is intended to enable a Licensee to transfer a License from one Machine to another.

(m)      At any time the Licensee may reset all the Licensee’s Licenses subject to a maximum of 3 such resets in any period of 365 days.  This operation can be carried out through the Web Sites or through the Limited Functionality of the Software while it is running on any Machine.  This operation requires that the Licensee enter the User Name and the Password.  After resetting all the Licensee’s Licenses, manual reactivation of the Software will, at some time, though not necessarily immediately, be required on all Machines on which it has been activated by the Licensee.  Without such reactivation on a machine when prompted, the Software will thereafter operate with only Limited Functionality on that Machine.  Such resetting is intended to enable the Licensee to recover the use of all the Licensee’s Licenses in circumstances where deactivation of the Software on one or more Machines is not possible (for example if a Machine is damaged, corrupted or stolen).

(n)       While it is the Licensor’s present intention to maintain the services required for activation and reactivation as described above for the indefinite future, the Licensor reserves the right to decide, in its absolute discretion, to discontinue such services.  In the event that the Licensor so decides for any reason, the Licensor will use reasonable endeavours to publicise that fact through the Web Sites and give notice of that fact to the Licensee and to maintain such services for at least 3 months after that notice is given.  During that period the Licensee should deactivate and the reactivate the Software on every Machine on which it is activated or intended to be activated.  Thereafter, the Software will not at any time require any further activation or reactivation on those Machines.  However, failure to do this may result in the Full Functionality of the Software being permanently unavailable on any Machine on which this has not been done.  Further, any subsequent significant change in the hardware of a Machine or certain major changes to the configuration of a Machine, for example if the operating system on that Machine is reinstalled, the Full Functionality of the Software may become permanently unavailable on that Machine.

(o)       While it is the Licensor’s present intention to maintain the parts of the Web Sites that provide support information for the Software for the indefinite future, the Licensor reserves the right to decide, in its absolute discretion, to discontinue such parts of the Web Sites.  In the event that the Licensor so decides for any reason, the Licensor will use reasonable endeavours to publicise that fact through the Web Sites and give notice of that fact to the Licensee and to maintain such parts of the Web Sites for at least 3 months after that notice is given and during that period to send an e‑mail to the E‑Mail Address containing information substantially equivalent to the information contained in such parts of the Web Sites.

5.          Right to Cancel the Agreement

(a)        Provided that the Licensee has not activated the Software as described in clause 4 (Software Activation) on any Machine, the Licensee has the right to a full refund of the purchase price paid for the License.  A request for such a refund may be made by notice from the Licensee to the Licensor.

(b)       Where, however, the Software has been supplied to the Licensor on CD or other physical media, this does not include a refund of any charge for postage, packing, handling or such CD or physical media included in or with the purchase price.

(c)        In such circumstances, the Licensor may by notice require the Licensee to return such CD or other physical media to an address in the United Kingdom specified at the time by the Licensor at the Licensee’s cost.

(d)       For the avoidance of doubt, where such a refund is requested or paid, all relevant terms of the Agreement intended to protect the Licensor’s rights in the Software and to restrict, limit or exclude the Licensor’s liability shall remain in force.

(e)        In addition, if the Licensee is a consumer, as defined in relevant legislation, the Licensee may have a right to cancel the Agreement under the Consumer Protection (Distance Selling) Regulations 2000 or any re‑enactment or modification thereof.  If available, such a right must be claimed in writing within 7 clear working days of the receipt by the Licensee of any CD or other physical media or, if no such CD or other physical media is provided, within 7 clear working days of receipt by the Licensee of details of how the Software may be obtained electronically.  Upon such cancellation, the Licensee must deactivate the Software on any Machine on which it has currently been activated or reactivated by the Licensee and the Licensor may require that the Licensee deletes, destroys or otherwise renders inaccessible all copies of the Software, and of any part of it, stored in any format or on any media, including but not limited to any CD or other physical media on which the Software or any part of it was provided, and including but not limited to any copies made for backup or archival purposes or, where appropriate, require the Licensee to return such CD or other physical media to an address in the United Kingdom specified at the time by the Licensor at the Licensee’s cost.  Once this is complete to the satisfaction of the Licensor any monies paid to the Licensor will be returned to the Licensee within 30 days.

6.          Modification, Reverse Engineering etc.

(a)        The Licensee must not carry out and must not cause or permit, whether directly or indirectly:

(i)         Any modification, adaptation or translation of the Software or of any part thereof;

(ii)       Any reverse engineering, decompilation, disassembly, decryption or other form of examination or analysis of the Software or of any part thereof;

(iii)      Any creation of derivative works based upon the Software or any part thereof.

(b)       Such prohibitions apply whether such modification, adaptation, translation, reverse engineering, decompilation, disassembly, decryption, examination, analysis or creation is carried out for the purpose of avoiding the activation or reactivation requirements set out in clause 4 (Software Activation) or for any other purpose or for no particular purpose at all.

7.          Copying the Software

(a)        The Licensee may make one or more copies of the Software or any part of it for the Licensee’s own backup or archival purposes.

(b)       If the Licensee has purchased more than one License then the Licensee may copy the Installation File onto the hard disc or other storage media installed in one Machine for the purpose of facilitating the installation of the Software on that Machine and / or other Machines and the activation of the Software on that Machine and / or those Machines by the Licensee.

(c)        Notwithstanding anything contained elsewhere in the Agreement, the Licensee may not copy the Software or any part of it or install it on a Machine or do anything else that makes it available for Use on a single Machine by more than one person at the same time.  Such prohibited actions include, but are not limited to, installation on a Machine running as a terminal server or having any equivalent functionality or providing any bureau service.

(d)       Further, the Licensee may not publish or make the Software or any part of it available on any web site or any system of file‑sharing or network with similar capabilities.

(e)        Except as specified above, the Licensee may not make or cause or permit to be made any copies of the Software or any part of it.

8.          Restriction, Limitation and Exclusion of Liability

(a)        Except where the Licensor’s liability may not be lawfully limited or excluded under English law, the Licensor’s liability to the Licensee or to any other person, whether arising under contract, statute, tort (including, without limitation, negligence), or otherwise, shall be restricted, limited and excluded as set out below.

(b)       The Licensor shall have no liability and the Licensee accepts that the Licensor shall have no liability:

(i)         For any losses or damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the Use of or inability to Use or caused directly or indirectly by the Use of or inability to Use the Software or any part thereof whether through failure of any part of its functionality or its functioning in a manner not expected or anticipated by the Licensee or otherwise, even if the Licensor has been advised of the possibility of such damages, except for loss of or damage to the Software itself;

(ii)       For any losses or damages exceeding in total 10 times the amount of the purchase price paid for the License.  Where the Licensee has purchased Licenses to Use the Software on a specified number of Machines, the purchase price for the purposes of this clause shall, if the specified number of Machines is 5 or fewer, be the total purchase price paid for the Licenses or, if the specified number of Machines is more than 5, 5 times the total purchase price paid for the Licenses divided by the specified number of Machines.

(iii)      For any losses or damages arising out of the Use of or inability to Use or caused directly or indirectly by the Use of or inability to Use the Software or any part thereof whether through failure of any part of its functionality or its functioning in a manner not expected or anticipated by the Licensee or otherwise, on a Machine or virtual machine other than a Machine whose operating system is Microsoft ® Windows ® XP on which all current recommended patches, updates and security fixes available from the Windows ® Update or Microsoft ® Update web sites, including but not limited to Microsoft ® Windows ® XP Service Pack 3, have been installed.

(c)        The Licensee accepts that it is the Licensee’s responsibility to ensure that regular, reliable backup copies are made of all relevant data, programmes and other information stored on any computer or other similar device and that such backups are made sufficiently frequently to avoid the risk of any material loss or damage to such data, programmes and other information in the event of any failure of any software or computer programme or system.  The Licensor shall therefore have no liability and the Licensee accepts that the Licensor shall have no liability for any loss or damage caused wholly or partly, whether directly or indirectly, by failure to make such backups or which could have been avoided had such backups been made.

(d)       The Licensee accepts that it is not possible to create software programmes with zero defects.  The Licensor shall therefore have no liability and the Licensee accepts that the Licensor shall have no liability for any loss or damage caused directly or indirectly by any defect or defects in the Software unless such defect or defects results in a substantial failure in the Full Functionality, as intended by the Licensor, of the Software.

(e)        The Licensee accepts that it is the Licensee’s responsibility to determine whether the Software is suitable for any purpose for which the Licensee intends to Use it.  The Licensor shall therefore have no liability and the Licensee accepts that the Licensor shall have no liability for any loss or damage caused directly or indirectly by Use of the Software for a purpose for which it is not suitable.  Under this clause, such purposes shall include, but are not limited to, production of images for use in or in connection with passports, visas and any other official documents and, in particular, the Licensor shall therefore have no liability for any loss or damage caused directly or indirectly by Use of the Software in the production of such images if the resultant images do not meet the requirements of such passport, visa or other authorities.

(f)         The Licensor shall have no liability, and the Licensee accepts that the Licensor shall have no liability, for any loss or damage caused directly or indirectly by any defect or defects in any software obtained by the Licensor from any other party and used or relied on by the Licensor in the design or writing of the Software and the Licensor’s responsibility in relation to all such defects is limited to using its reasonable endeavours to assist the Licensee to obtain compensation from such other party and the Licensee agrees to reimburse the Licensor for its reasonable costs of providing such assistance.

(g)       The Licensee acknowledges that the purchase price paid for the License has been calculated on the basis that the Licensor will restrict, limit and exclude its liability as set out in the Agreement, and that the restrictions, limitations and exclusions of liability in the Agreement are therefore reasonable.

(h)       The Licensee agrees that, in relation to the Software, the employees, officers and agents of the Licensor have no liability to the Licensee or to any other person, whether arising under contract, statute, tort (including, without limitation, negligence), or otherwise and that the only claim the Licensee or such other person may have in relation to the Software is against the Licensor.  To the maximum extent permitted by law, the Licensee agrees to indemnify the employees, officers and agents of the Licensor for any costs, expenses or damages payable by them arising from or incurred in defending any claims against them by the Licensee or any other person.

9.          Limitations of the Software

(a)        The Software is designed and intended to run on a Machine which is not a virtual machine and whose operating system is Microsoft ® Windows ® XP.  While the Licensee is permitted under the Agreement to Use the Software on a Machine whose operating system is a later version of Microsoft ® Windows ® than Microsoft ® Windows ® XP or which is a virtual machine, the Licensor gives no express or implied guarantee or warranty that the Software will function as intended or at all on such a Machine or virtual machine.

(b)       Where the Software is run on a Machine whose operating system is Microsoft ® Windows ® XP, the Licensor gives no express or implied guarantee or warranty that the Software will function as intended or at all on such a Machine unless all current recommended patches, updates and security fixes available from the Windows ® Update or Microsoft ® Update web sites, including but not limited to Microsoft ® Windows ® XP Service Pack 3, have been installed on that Machine.

10.      Security and Confidentiality

(a)        Except as stated below, the Licensor will use reasonable endeavours to ensure that all electronic communication of the User Name, Password, E‑Mail Address and Activation Codes is secure by using encryption or electronic signature or authentication systems.

(b)       Details sent by e‑mail to the E‑Mail Address are, by their nature, not secure.  To provide some protection for the Licensee, the Licensor will, however, not include the User Name in any e‑mail containing a Password or an Activation Code.

(c)        When an e‑mail is sent containing a Password, the Licensee is strongly advised to change the Password, either through the Web Sites or through the Limited Functionality of the Software, immediately after the e‑mail is received.

(d)       It is the Licensee’s sole responsibility to ensure that the Password is not deliberately or accidentally disclosed to any other person (including but not limited to disclosure resulting from any other person gaining access by any means to an e‑mail containing the Password) and the Licensor accepts no responsibility for any consequences of such disclosure.

(e)        Further, the Licensor accepts no responsibility for the consequences of any other person being able to gain access by any means to e‑mails sent to the Licensee including, but not limited to, use of such access to carry out any operations on the Account or activation, reactivation or deactivation of the Software or resetting of all the Licensee’s Licenses.

(f)         While the Licensor may enforce minimum standards in relation to the length and complexity of the Password, the Licensor accepts no responsibility for the consequences of the Licensee setting a Password which might be guessed or inferred from any fact or facts about the Licensee or the Licensee’s circumstances or personal life that might be known to another person or from any other password, key, code, secret, user name or similar code, however described, used by the Licensee for any purpose or which might be discoverable using a dictionary or other attack on relatively weak passwords.

11.      Assignment of Rights

(a)        The rights of the Licensee under the Agreement are personal and may not be assigned, sold, leased, rented, sub‑licensed or otherwise transferred to any other person.

(b)       The rights of the Licensee in relation to the Use of the Software (but not any other rights, including, in particular, rights relating to copying and activation and reactivation of the Software) may be exercised by the Licensee or by any members of the Licensee’s Household or by any of the Licensee’s Employees provided that the Licensee has informed each such person exercising such rights of the terms of the Agreement and such person has agreed to those terms.

(c)        Where such rights are exercised by a member of the Licensee’s Household or by one of the Licensee’s Employees, such person shall be or shall be deemed to be acting as the agent of the Licensee and the terms of the Agreement shall apply to such exercise and the Licensee shall be liable for any breach of such terms by such person.

(d)       The Licensor may, at its absolute discretion, assign its rights and obligations under the Agreement to a third party provided that it gives 7 days notice of its intention to do so to the Licensee.

12.      Copyright / Trademarks

The Software is owned by the Licensor and is protected by copyright laws, international treaty provisions, and other national laws.  The Licensee agrees that the Licensee has no right, title or interest in the Software, except as set out in the Agreement.

13.      Rights of Third Parties

Except as specifically set out in the Agreement, the Licensor and the Licensee do not intend any third party to have any benefit under the Agreement and except as specifically set out in the Agreement no third party shall be entitled to rely on or to enforce any term or terms of the Agreement either under the Contract (Rights of Third Parties) Act 1999 or any re‑enactment or modification thereof or otherwise.

14.      Exports and Imports

(a)        The Software and related technology may be subject to import or export control laws or regulations in the Licensee’s country and may be subject to import or export laws or regulations in other countries, whether in relation to elements of the Software that use or implement strong encryption or otherwise.  The Licensee agrees to comply strictly with all such laws and regulations and acknowledges that the Licensee has the responsibility to obtain all appropriate permissions, licenses or other documents and to comply with all such laws and regulations and applicable procedures in relation to any export, re‑export or import of the Software relating directly or indirectly to the purchase of the License by the Licensee or consequent on such purchase and that, to the maximum extent permitted by law, the Licensor has no responsibility either for such compliance or to ascertain or verify in any way whether the Licensee has so complied.

(b)       Further, the Licensee agrees that the Licensor cannot be held responsible for any Use of the Software which may be illegal in the Licensee’s country or any other country in which the Licensee or any member of the Licensee’s Household or any of the Licensee’s Employees Uses the Software, and the Licensee also agrees that the Licensee has no intention to Use the Software for any such purpose.

15.      Offer and Acceptance

Opening an Account, submission of relevant details via the Web Sites and making a payment via the Web Sites and payment providers linked to the Web Sites shall be merely an offer by the Licensee which will be accepted or deemed to be accepted by the Licensor when and only when an e-mail is sent by the Licensor to the E-Mail Address in response to such submission and payment containing the Installation File as an attachment.

16.      Communication and Notices

(a)        Any communication or notice from the Licensor to the Licensee in relation to the Agreement shall be valid if sent by e‑mail to the E‑Mail Address and shall be deemed to be received 72 hours after such e‑mail was sent (or, if earlier, the time of actual receipt) irrespective of whether such e‑mail has actually been received by the Licensee or whether the E‑Mail Address is or continues to be a valid e‑mail address.

(b)       Any communication or notice from the Licensee to the Licensor in relation to the Agreement shall be valid if sent to the Licensor using the then current contact details for the Licensor on the Web Sites and shall be deemed to be received 72 hours after such e‑mail was sent (or, if earlier, the time of actual receipt) irrespective of whether such communication has actually been received by the Licensor.

(c)        Alternatively, written communications may be sent to the Licensor by e‑mail to info@photoframemanager.co.uk or by regular post to the Licensor’s business address at 10 Bazile Road, London, N21 1HB, United Kingdom or the e‑mail address or business address contained in the most recent notification by the Licensor to the Licensee of such e‑mail address or business address.

17.      Breach and Enforcement

(a)        In the event of a breach of any of the terms of the Agreement by the Licensee, the Licensor shall, in addition to any other remedies available to it, be entitled:

(i)         To take whatever action the Licensor in its absolute discretion considers appropriate to prevent any subsequent activation or reactivation of the Software by the Licensee on any Machine on which the Licensee may Use or wish to Use the Software.

(ii)       To require that the Licensee deactivates the Software on any Machine on which it has currently been activated or reactivated by the Licensee;

(iii)      To require that, to the Licensor’s reasonable satisfaction, the Licensee deletes, destroys or otherwise renders inaccessible all copies of the Software, and of any part of it, stored in any format or on any media, including but not limited to any CD or other physical media on which the Software or any part of it was provided, and including but not limited to any copies made for backup or archival purposes.

(b)       The Licensor's failure to enforce the strict performance of any term of the Agreement will not constitute a waiver of the Licensor's right subsequently to enforce such term or any other terms of the Agreement.

18.      Force Majeure

If the Licensor is prevented from complying with its obligations under the Agreement due to any event beyond its reasonable control, the Licensor shall not be in breach of the Agreement or otherwise liable to the Licensee or any other person by reason of any delay in performance or non‑performance of any of its obligations due to such events.

19.      Privacy Policy

The Licensee agrees that the Licensor may use any and all of the personal and other data that has been or may in the future be collected from or concerning the Licensee, members of the Licensee’s Household and the Licensee’s Employees or any other person in accordance with the appended privacy policy.

20.      Severability

If any term of the Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that term shall be deemed severable from the Agreement and shall not affect the validity and enforceability of any remaining terms of the Agreement.

21.      Entire Agreement

(a)        If the Licensee purchases the Licenses through an eBay web site (at www.eBay.co.uk, www.eBay.com or any other web site operated by or on behalf of eBay), the Agreement includes the terms set out in the relevant listing on that web site and any other terms required by eBay.  In the event of any inconsistency between (i) the Agreement and (ii) the terms set out in that listing and any other such terms required by eBay, the terms set out in that listing and any other such terms required by eBay will prevail but only to the minimum extent required to eliminate such inconsistency.

(b)       The Agreement constitutes the whole legal agreement between the Licensee and the Licensor and governs the Licensor’s and the Licensee’s rights and responsibilities in relation to the Software and completely replaces any prior written or oral agreement between the Licensee and the Licensor in relation to the Software.

(c)        The express terms, conditions and warranties in the Agreement are in lieu of all warranties, conditions, terms, representations, statements, undertakings and obligations whether express or implied by statute, common law, custom, usage or otherwise all of which are hereby excluded to the fullest extent permitted by law.

(d)       The Licensee and the Licensor hereby confirm that they have not relied upon any representations, communications or other matters which have not been expressly stated in the Agreement.

(e)        Notwithstanding any provision to the contrary, nothing in the Agreement limits or excludes the Licensee’s and the Licensor’s liability for fraudulent misrepresentations.

(f)         No addition or modification to the Agreement is valid unless made in writing and agreed by both the Licensor and the Licensee.

22.      Interpretation and Headings

(a)        Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing the masculine include the feminine.

(b)       Headings are inserted for convenience only and do not affect the construction of the Agreement.

23.      Jurisdiction and Law

(a)        The Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the England.

(b)       The Licensor and the Licensee agree to submit irrevocably to the exclusive jurisdiction of the courts of England.

(c)        The governing language of the Agreement is English.

(d)       Any dispute or claim arising in connection with the Agreement shall be conducted, and all documents, submissions and arguments made by either party in respect of such claim or dispute shall be made, exclusively in the English language.

Microsoft and Windows are either registered trademarks or trademarks of Microsoft Corporation in the United States and/or other countries.

Version 1.0
20th September 2008

TenScope Limited
Registered in England, Company No. : 06656008
Registered Office : 136 Pinner Road, Northwood, Middlesex, HA6 1BP