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End User License Agreement
By downloading, installing or using this application or any portion thereof (“APPLICATION”), you agree to the following terms and conditions (the “Terms and Conditions”).
1. AGREEMENT between You and Thomas Miller
This EULA is a legally binding agreement between you and Thomas Miller & Co Ltd, The United Kingdom Mutual Steam Ship Assurance Association (Bermuda) Limited and The United Kingdom Mutual Steam Ship Assurance Association (Europe) Limited, The United Kingdom Freight Demurrage and Defence Association Limited and any parent, director, employee, subsidiary or affiliates of any of the entities (collectively referred to in this agreement as “Thomas Miller”) and Thomas Miller, 90 Fenchurch Street, London, United Kingdom.
You intend to be legally bound to this EULA to the same extent as if Thomas Miller and you physically signed this EULA.
By installing, copying, or otherwise using the APPLICATION, you agree to be bound by the terms and conditions contained in this EULA.
If you do not agree to all of the terms and conditions contained in this EULA, you may not install or use the SOFTWARE.
2. DEFINITION OF “APPLICATION”
This EULA governs your use of Thomas Miller software product(s) enclosed or otherwise accompanied herewith (individually and collectively, the “APPLICATION”).
The term “APPLICATION” includes, to the extent provided by Thomas Miller:
a. any revisions, updates and/or upgrades thereto
b. any data, images, executable files, databases, data engines, computer software or similar items normally used or distributed with computer software products
c. any associated media, documentation (including physical, electronic and on-line) and printed materials
3. USE OF APPLICATION
a. Thomas Miller grants you the non-exclusive, non-transferable, limited right and license to install and use this APPLICATION solely and exclusively for your personal use.
b. You may not use the APPLICATION in any manner that could damage, disable, overburden, or impair the APPLICATION (or servers or networks connected to the APPLICATION), nor may you use the APPLICATION in any manner that could interfere with any other party’s use and enjoyment of the APPLICATION (or servers or networks connected to the APPLICATION).
c. You agree that you are solely responsible for (and that Thomas Miller has no responsibility to you or to any third-party for) your use of the APPLICATION, any breach of your obligations under the Terms and Conditions, and for the consequences (including any loss or damage which Thomas Miller may suffer) of any such breach.
The APPLICATION is owned by Thomas Miller and/or its licensor(s) and is protected by copyright laws and international treaties. You may not remove the copyright notice from any copy of the APPLICATION.
5. Grant of License
The APPLICATION is not sold to you. Rather, it is licensed on a non-exclusive basis solely for use by you, and you alone, under the terms of this agreement. Thomas Miller retains all title to and ownership of the APPLICATION and reserves all rights not expressly granted to you hereby.
6. Single License Only
The APPLICATION may be installed only through the Apple Store (TM), and can only be installed and used on the single, original device from which the software was obtained through the Apple Store (TM).
7. PROPRIETARY RIGHTS
You acknowledge that Thomas Miller and/or third parties own all right, title and interest in and to the APPLICATION and content, excluding content provided by you, that may be presented or accessed through the APPLICATION, including without limitation all Intellectual Property Rights therein and thereto.
“Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
You agree that you will not, and will not allow any third-party to,
a. Copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the APPLICATION or content that may be presented or accessed through the APPLICATION for any purpose, unless otherwise permitted,
b. Take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management functionality) contained in the APPLICATION,
c. Use the APPLICATION to access, copy, transfer, trans-code or retransmit content in violation of any law or third-party rights, or
d. Remove, obscure, or alter Thomas Miller’s or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the APPLICATION.
8. SENSITIVE PERSONAL DATA
You acknowledge that
a. Thomas Miller is not responsible for the consequences of any property damage, personal identity theft, loss of material belongings, personal injury, harm, and/or personal health or medical conditions, and/or any negative occurrence, activity, and/or situation having occurred as a result of entering and storing personal information and/or sensitive information through the use of the APPLICATION, and that
b. you acknowledge that, after having read this Agreement, that you UNDERSTAND, and AGREE to the precautionary advice to NOT use ACTUAL bank account information and/or other financial institution information, and to NOT share, store, and/or transfer the data contained within the APPLICATION on public and/or non-secure networks, which includes both wired and wireless networks. You agree to own the risks of such actions and to not hold Thomas Miller accountable for any and all consequences of actions and behavior that is not in accordance with the above advice.
9. One Archival Copy
You may only make one archival copy, which may only be used for backup purposes, and may not be distributed to others.
10. No Transfer of License
You may not transfer your license of the APPLICATION to anyone. Also you may not sub-license any of your rights granted by this agreement.
11. Decompiling, Disassembling or Reverse Engineering
You acknowledge that the APPLICATION contains trade secrets and other proprietary information of Thomas Miller and/or its licensor(s). You may not decompile, disassemble or otherwise reverse engineer the APPLICATION, or engage in any other activities to obtain underlying information that is not visible to the user in connection with normal use of the APPLICATION.
12. Updates and Upgrades
This license grants you the right to enhancements, bug fixes, patches or updates to the APPLICATION and to submit support inquiries.
UPDATES are defined as new versions of the APPLICATION, if the major version number has not been changed (the major version number is the first number of the product version string, e.g.: the major version number of “220.127.116.11? is 1). If the major version number changes, then the new version of the APPLICATION is defined as an UPGRADE. Available UPDATES are offered free of charge (this does not include any costs for your internet connection and/or the transfer itself and/or any other costs in relation to obtain UPDATES) by Thomas Miller which can be downloaded from the Apple Store (TM).
UPGRADES: When the APPLICATION is published on the Apple Store (TM), with a major version number greater than that of the APPLICATION for which you have already obtained a license, with no regard to whether or not the UPGRADED version of the APPLICATION on the Apple Store (TM) has similarities and/or similar features to the previous major version of the APPLICATION, a new license will be required to obtain the UPGRADED version of the APPLICATION.
The license granted to you is valid until termination. You may terminate it at any time by returning the APPLICATION (including any portions or copies thereof) to Thomas Miller. The license will also terminate automatically without any notice from Thomas Miller if you fail to comply with any term or condition of this agreement. You agree upon such termination to return the APPLICATION (including any portions or copies thereof) to Thomas Miller Upon termination, Thomas Miller may also enforce any rights provided by law. The terms and conditions of this agreement that protects the proprietary rights of Thomas Miller will continue in force after termination.
This agreement is binding you as well as to your employees, employers, contractors and agents and any successors and assignees, family members, friends, coworkers, acquaintances of any type, that for one reason or another, with or without your permission, gain access to and use the APPLICATION on your device. This agreement is the entire agreement between us and supersedes any other understandings or agreements. If a single term or condition of this agreement is or will become invalid, all other terms and conditions of this agreement remain valid and untouched. For such a case, both parties commit themselves to replace the invalid term and/or condition with a valid term and/or condition which is almost equal to its legal, economic and technical meaning. Place of jurisdiction is The United Kingdom.
These Terms and Conditions will continue to apply until terminated by either you, Thomas Miller as set forth below. You may terminate these Terms and Conditions at any time by permanently deleting the APPLICATION from your mobile device in its entirety. Your rights automatically and immediately terminate without notice from Thomas Miller or any Third Party if you fail to comply with any provision of these Terms and Conditions. In such event, you must immediately delete the APPLICATION.
To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Thomas Miller its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from your use of the APPLICATION, including downloading, installing, or and/or using of the APPLICATION, and/or your violation of these Terms and Conditions.
17. THIRD PARTY BENEFICARY
Apple and Apple’s subsidiaries, are third party beneficiaries of this EULA. Under this agreement Apple will have the right (and you will be deemed to have accepted the right) to enforce the EULA against the end-user as a third party beneficiary thereof
18. DISCLAIMER OF WARRANTIES
a. THOMAS MILLER DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE APPLICATION WILL MEET YOUR REQUIREMENTS AND/OR NEEDS, AND/OR THAT THE OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED, ERROR-FREE OR FREE FROM MALICIOUS CODE (“MALICIOUS CODE” MEANS ANY PROGRAM CODE DESIGNED TO CONTAMINATE OTHER COMPUTER PROGRAMS AND/OR COMPUTER DATA, CONSUME COMPUTER RESOURCES, MODIFY, DESTROY, RECORD, OR TRANSMIT DATA, OR IN SOME OTHER FASHION USURP THE NORMAL OPERATION OF THE COMPUTER, COMPUTER SYSTEM OR COMPUTER NETWORK, INCLUDING VIRUSES, TROJAN HORSES, DROPPERS, WORMS, LOGIC BOMBS, AND THE LIKE).
b. THIS APPLICATION IS PROVIDED AS IT IS WITHOUT ANY WARRANTY OF ANY KIND. THOMAS MILLER IS NOT OBLIGATED TO PROVIDE ANY UPDATES, UPGRADES OR TECHNICAL SUPPORT FOR THIS APPLICATION. FURTHER, THOMAS MILLER SHALL NOT BE LIABLE FOR THE ACCURACY OF ANY INFORMATION PROVIDED BY THOMAS MILLER OR ANY THIRD-PARTY NOR FOR ANY DAMAGES CAUSED, EITHER DIRECTLY OR INDIRECTLY, BY ACTS TAKEN OR OMISSIONS MADE BY YOU AS A RESULT OF SUCH INFORMATION.
c. YOU ASSUME FULL RESPONSIBILITY FOR THE SELECTION OF THE APPLICATION TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE APPLICATION. YOU ALSO ASSUME THE ENTIRE RISK AS IT APPLIES TO THE QUALITY AND PERFORMANCE OF THE APPLICATION. SHOULD THE APPLICATION PROVE DEFECTIVE, YOU WILL BE ABLE TO RECEIVE A FULL REFUND FOR THE PRICE PAID BY YOU TO PURCHASE THE APPLICATION, IF AND ONLY IF THE REQUEST FOR THAT REFUND IS RECEIVED WITHIN THE ALLOTTED GRACE PERIOD AS DEFINED BY APPLE FOR RECEIVING REFUNDS FOR APPLICATION THAT YOU HAVE PERCEIVED TO BE DEFECTIVE.
d. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE APPLICATION IS AT YOUR SOLE DISCRETION AND RISK AND THAT THE APPLICATION IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.
e. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR MOBILE DEVICE, OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
f. THOMAS MILLER FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO THE APPLICATION.
g. THE APPLICATION IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, MOTOR VEHICLES OF ANY TYPE, WHILE WALKING OR RIDING SELF-PROPELLED VEHICLES SUCH AS BICYCLES AND ANY OTHER TYPE OF SELF-PROPELLED VEHICLE, LIFE SUPPORT SYSTEMS, EMERGENCY COMMUNICATIONS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER ACTIVITIES IN WHICH THE FAILURE AND/OR USE OF THE APPLICATION COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
h. IN NO CASE, THOMAS MILLER OR ITS LICENSOR(S) WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST PROFITS, LOST SAVINGS, LOST REVENUES OR LOST DATA ARISING FROM OR RELATING TO THE APPLICATION OR THIS AGREEMENT, EVEN IF THOMAS MILLER OR ITS LICENSOR(S) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE THE LIABILITY IS LIMITED TO THE AMOUNT OF MONEY YOU PAID TO USE THE APPLICATION, REGARDLESS OF THE FORM OF THE CLAIM, AND ONLY IF WITHIN THE DEFECTIVE APPLICATION GRACE PERIOD AS DEFINED PREVIOUSLY.
19. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THOMAS MILLER ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSOR(S) ARE NOT LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU THROUGH YOUR USE OF THE APPLICATION, INCLUDING ANY LOSS OF DATA OR DAMAGE TO YOUR MOBILE DEVICE, WHETHER OR NOT THOMAS MILLER OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
a. These Terms and Conditions constitute the entire Agreement between you, Thomas Miller relating to the APPLICATION and govern your use of the APPLICATION, and completely replace any prior or contemporaneous agreements between you, Thomas Miller regarding the APPLICATION.
b. The failure of Thomas Miller to exercise or enforce any right or provision of these Terms and Conditions does not constitute a waiver of such right or provision, which will still be available to Thomas Miller.
c. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms and Conditions is invalid, then that provision will be removed from the Terms and Conditions without affecting the rest of the Terms and Conditions. The remaining provisions of these Terms and Conditions will continue to be valid and enforceable.
d. The rights granted in these Terms and Conditions may not be assigned or transferred by either you, Thomas Miller without the prior written approval of the other party. Neither you, Thomas Miller, nor Apple are permitted to delegate their responsibilities or obligations under these Terms and Conditions without the prior written approval of the other party.
e. These Terms and Conditions and your relationship with Thomas Miller under these Terms and Conditions will be governed by the laws of The United Kingdom. You, Thomas Miller agree to submit to the exclusive jurisdiction of the courts located within The United Kingdom to resolve any legal matter arising from these Terms and Conditions. Notwithstanding this, you agree that Thomas Miller will still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.