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Read the terms of this agreement and any provided supplemental
license terms (collectively "agreement") carefully before
buying or installing the software and before requesting work/support. By buying or installing the software, and/or by requesting work/support, you agree to the terms of this agreement. |
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| Big Yellow Box underwent a change of ownership/status on 1st April 2016, and all agreements, terms, and liabilities from before that date are no longer valid and are superceded by this document. | |
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BigYellowZone.com and BigYellowKey.com are trading names of Big Yellow Box. Postal Address: Big Yellow Box 10 Stanfield Road Ferndown Dorset BH22 9PA UK |
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| 1. Support: |
Technical support is available from support@bigyellowzone.com. For all/any technical support that you request, Big Yellow Box reserves the right to charge you at their Standard Development Hourly Rate (or at their Urgent Hourly Rate if appropriate) for the amount of time that Big Yellow Box takes to deal with your technical request(s)/question(s). All support is charged at hourly rates, and none of it is provided for free unless explicitly agreed-to by Big Yellow Box to you beforehand. Big Yellow Box reserves the right to widthraw from supporting any of its software at any time. |
| 2. Estimates: |
Any estimate provided by Big Yellow Box for any time-related costs (ie hourly-rate work for
development, installation, technical support etc)
is provided in good faith but is
not binding in any way. Big Yellow Box is not liable for any actual time costs that run above initial (or subsequent) estimates. Time-spent by Big Yellow Box which has not yet been paid for by Big Yellow Box's customer (but where corresponding work has been requested by the customer) must be paid in full and immediately upon Big Yellow Box's request regardless of the status of the development/work and regardless of any estimates that may have been provided. Time-spent is time-charged/payable regardless of what that time was spent doing (replying to emails about technical questions, investigation/analysis, coding etc) as long as the time-spent relates to the request in question; there are no exceptions to this unless you have an explicit agreement with Big Yellow Box for the relevant specific task/request beforehand. |
| 3. Upgrades: |
If/when an upgrade to software becomes available, in the case of software for VPCart
this will be shown on your BigYellowZone Live Update screen (BYZ036), and for all other (non-VPCart)
software it will be shown on your "My Software" screen when you login to your account on the
bigyellowkey.com site. The cost of upgrades varies depending on the software concerned, how long ago you last bought the software (and/or last paid for an upgrade for it), and whether or not it/you is/are currently covered by a Big Yellow Box subscription/pass service that you may have purchased. |
| 4. Development Issues and Disputes: |
Please see 9. Limitation of liability below which applies
to analysis/development work which Big Yellow Box
may do on your site(s) (including software installation/integration)
as well as for Big Yellow Box "off the shelf" software. Big Yellow Box reserves the right to stop work on any request/project at any time. If a request/project is halted part-way through (either by Big Yellow Box or by instruction from the customer), then any unpaid time-spent asat the stoppage time is still to be paid by the customer even if the project/request is halted before completion. Examples of the kind of situation where there could be a "stopped" request/project: a) Part-way through the work being done by Big Yellow Box, the estimated time-remaining to complete the project/request is such that the customer is unlikely or unwilling to pay for the remaining work if it were to be continued to completion. b) Part-way through the work being done by Big Yellow Box, there are technical issues (or extra requests/specifications) which then cause the project to start veering beyond the original scope and/or beyond the technical aspects of the initial request. c) Part-way through the work being done by Big Yellow Box, there are internal staff issues (illness, holiday, maternity/paternity, retirement etc) which mean that the project/request can not be completed or which mean the project/request would go beyond a previous estimated timescale. d) Part-way through the work being done by Big Yellow Box, it becomes apparent that the working relationship between Big Yellow Box and the customer has deteriorated for any reason and is no longer productive or viable or acceptable by either side or by both sides. |
| 5. Subscriptions/Passes: |
Big Yellow Box may offer services which are subscription-based
(for example, the "BigYellowZone Annual Pass"). These services are domain-based (one subscription/pass per domain), and they entitle the buyer to download certain Big Yellow Box software (and upgrades to that software) for their subscribed domain while the subscription/pass is active. If the subscription/pass expires, then the software which the buyer had already downloaded while their subscription was still active remains legal/usable for the domain that they originally subscribed to, even after the expiration date of the subscription/pass. Once a subscription/pass expires, the buyer has these options which they can choose at any time after the expiration date: 1) Buying another subscription/pass i.e. to "reactivate" their original subscription/pass by buying another instance of it, where the new subscription/pass date starts from the date of purchase of that new subscription/pass; this would be done if the customer is intending to update multiple modules or buy multiple new modules. 2) Buying individual software/upgrades ("pay as you go" scenario) i.e. paying for software/upgrades on a per-module basis if/when available; this would be done if the customer only wants/needs a small number of modules/upgrades and doesn't expect to perform any other upgrades or get more addons in the near future. 3) No action i.e. letting the subscription/pass lapse and not buying any more software/upgrades; this would be done if the customer doesn't expect to perform any upgrades or get more addons in the near future, but where they still want their existing modules to continue to be legal/valid for the domain that they originally downloaded them for. Included/Excluded Software: Big Yellow Box reserves to the right to include or exclude, at any time, whichever software/upgrades it chooses to regarding which software is covered under the subscription/pass service. If Big Yellow Box changes the inclusion/exclusion of a specific module/upgrade in the service, that change does not effect the validity/legality of what's already been downloaded by the customer previously. Most software will be included-in/covered-by these services, but Big Yellow Box reserves the right to exclude some modules from the service and to only allow those excluded modules to be purchased via a standard "pay as you go" process (ie pay per-module/upgrade). Big Yellow Box reserves the right to change the price of the subscription/pass services at any time, but the expiry date of an existing valid subscription/pass will remain as-is even if the subscription/pass has had its price changed since the purchase of that subscription/pass. Big Yellow Box reserves the right to change the terms of the subscription/pass services at any time, and those terms changes will also apply to any existing subscription/pass which customers may have that are still active. Big Yellow Box will email you before your subscription/pass expires so that you can then choose one of the 3 options mentioned above. |
| 6. License to use: | Big Yellow Box grants you a non-exclusive and non-transferable license for the use only of the accompanying software and documentation and any error corrections and/or enhancements provided by Big Yellow Box (collectively "software") for use on one single domain (and on one test domain). If you wish to use any of these files across multiple domains then please contact support@bigyellowzone.com for further licensing options. |
| 7. Restrictions: | This software is confidential and copyrighted. Big Yellow Box and/or its licensors retain title to software and all associated intellectual property rights. Except as specifically authorized in any supplemental license terms, you may not make copies of software, other than a single copy of software for testing and archival purposes. This software is licensed to you only as open source and as such you are allowed to make amendments to the software, but any amendments you do make are made at your own risk and will not be supported. You may not publish or provide the results of any benchmark or comparison tests run on software to any third party without the prior written consent of Big Yellow Box. No right, title or interest in or to any trademark, service mark, logo or trade name of Big Yellow Box, its trading names or its licensors is granted under this agreement. |
| 8. Disclaimer of warranty: | Unless specified in this agreement, all express or implied conditions, representations and warranties, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, are disclaimed, except to the extent that these disclaimers are held to be legally invalid. |
| 9. Limitation of liability: | To the extent not prohibited by law, in no event will Big Yellow Box or its licensors be liable for any lost revenue, profit or data, or for special, indirect, consequential, incidental or punitive damages, however caused regardless of the theory of liability, arising out of or related to the use of or inability to use software, even if Big Yellow Box has been advised of the possibility of such damages. In no event will Big Yellow Box's liability to you, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by you for software under this agreement. The foregoing limitations will apply even if the above stated warranty fails of its essential purpose. |
| 10. Termination: | This agreement is effective until terminated. You may terminate this agreement at any time by destroying all copies of software. This agreement will terminate immediately without notice from Big Yellow Box if you fail to comply with any provision of this agreement. Upon termination, you must destroy all copies of software. |
| 11. Export regulations: | All software and technical data delivered under this agreement are subject to UK export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery to you. |
| 12. Governing law: | UK and European Law will govern and apply exclusively to this agreement. |
| 13. Severability: | If any provision of this agreement is held to be unenforceable, this agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this agreement will immediately terminate. |
| 14. Integration: | This agreement is the entire agreement between you and Big Yellow Box relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this agreement. No modification of this agreement will be binding, unless in writing and signed by an authorized representative of each party. |
| 15. Privacy Policy: | Please see http://www.bigyellowkey.com/privacy.asp for details of our Privacy Policy. |
| 16. The "Reasonable" test: |
This point is not legally binding, it's simply a summary of our (Big Yellow Box's)
general ethos which should help
allay fears that you may have from the points preceding it. Firstly, we can't be held responsible for anything that happened in our name or by our staff before 1st April 2016; the company was setup in a very different way before then and our situation was very different; we are essentially starting with a completely clean-sheet on all fronts as at 1st April 2016. Secondly, we always aim to be reasonable, fair, and balanced; we always put on our "customer hat" when considering issues, and we try and see things from both sides. Thirdly, we are a business, and at the end of the day, regardless of the situation, we need to get paid for our time. So, our general approach is to consider what's "reasonable" from both sides given the situation and, in the words of Spike Lee, "Always do the right thing." |
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For inquiries please contact: Big Yellow Box support@bigyellowzone.com Postal Address: Big Yellow Box 10 Stanfield Road Ferndown Dorset BH22 9PA UK |
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