Terms and Conditions

Imperas Software Limited Website Terms of Service

Welcome to the Imperas Website. (the "Site", "Service"). These Terms of Service together with Imperas Software Limited's Privacy Statement (collectively the "Terms") govern your use of this Site. Imperas may change the Terms of Service from time to time. Your access to the Site in any way is evidence of your acceptance of the Terms and the enforcement of said Terms. If you do not agree to these terms and conditions, you may not use the Site. Imperas reserves the right, in its sole discretion, to change, modify, or otherwise alter these Terms at any time effective upon posting of the modified Terms on the Site. Imperas will endeavor, but cannot guarantee, to bring any changes to the Terms to your attention. Please review the Terms periodically. Your continued use of the Site or any materials or services accessible through it, after such posting or notification means you accept the modifications. The use by you of any content or services accessible through the Site may be subject to your acceptance of separate agreements with Imperas or third parties.

License and Site Access

Imperas grants you a non-exclusive and limited license to access and make personal use of the Site. You may not download (other than page caching), or modify any portion of the Site, except with the express written consent of Imperas. The license to use the Site does not include any resale or commercial use of the Site or its contents; or any derivative use or adaptation of this Site or its contents, in whole or in part; or any use of data mining, robots or similar data gathering and extraction tools or processes. You agree not to store in any form, distribute, transmit, display, reproduce, modify, create derivative works or any other adaptation from, sell or otherwise exploit any of the content on this site for any commercial purpose. By using the Site, you warrant to Imperas that you will not use the Site, or any of the content obtained from the Site, for any purpose that is unlawful or prohibited by these Terms.

Imperas does not grant any license or other authorisation to any user of the Site to the trade marks, registered trade marks, service marks, or any other copyrightable material or other intellectual property, comprised on or within the Site. If you violate any of these Terms, your permission to use the Site automatically terminates.

In consideration of your use of the Site, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form, if applicable, and (b) to maintain and update this information to keep it true, accurate, current and complete. Each registration is for a single user only and Imperas does not permit you to share your registration details with any other person. If any information provided by you is untrue, inaccurate, not current or incomplete and this has an effect, in Imperas’s sole discretion, on the safety or security of the Site or the other Users of the Site, Imperas has the right to terminate your account and refuse any and all current or future use of the Site. You agree not to resell or transfer the Site or use of or access to the Site.

Electronic Communications

When you visit the Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically.

We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.

You are responsible for providing, at your expense, any access to the Internet and any required equipment.

Conduct. By using the Site you agree that you will not do any of the following:

(a) Restrict or inhibit any other user from using and enjoying the Site; or

(b) Post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or foreign law, including without limitation the U.S. export control laws and regulations; or

(c) Post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication (except as otherwise expressly permitted by Imperas) or engage in spamming or flooding; or

(d) Post or transmit any information or software which contains a virus, trojan horse, worm or other harmful component; or

(e) Post, publish, transmit, reproduce, distribute or in any way exploit any information, software or other material obtained through the Site for commercial purposes (other than as expressly permitted by the provider of such information, software or other material); or

(f) Upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material obtained through the Site which is protected by copyright, or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder.

Imperas has no obligation to monitor the Site. However, you acknowledge and agree that Imperas has the right to monitor the Site electronically from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Service properly, or to protect itself or its subscribers. Imperas will comply with all data protection laws in force in England and Wales and as amended from time to time. Imperas will not intentionally monitor or disclose any private electronic-mail message unless required by law. Imperas reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, inappropriate or in violation of these Terms of Service.

A breach of this Conduct section may be considered to be a criminal offence under the Computer Misuse Act 1990. Imperas will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Site will cease immediately.

Feedback

Imperas may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its software and services ("Feedback"). Imperas does not monitor Feedback, but reserves the right to remove any such information in its sole discretion. If the Site contains Feedback or any other information which you find objectionable or which you believe infringes your rights or applicable law then you should contact us at ukprivacy@Imperas.com

You agree that Imperas may, in its sole discretion, use the feedback you provide to Imperas in any way, including in future modifications of the Site, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant Imperas a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works and adaptations from, distribute, publish and display the Feedback in any manner and for any purpose.

Third Party Services

In connection with your use of the Site, you may be made aware of services, products, offers and promotions provided by third parties, and not by Imperas. If you decide to use Third Party Services, you are responsible for reviewing and understanding the terms and conditions governing any Third Party Services. You agree that the third party, and not Imperas, is responsible for the performance of such Third Party Services

Third Party Web Sites

The Site may contain or reference links to websites operated by third parties ("Third Party Websites"). These links are provided as a convenience only. Such Third Party Websites are not under the control of Imperas. Imperas is not responsible for the content of any Third Party Website or any link contained in a Third Party Website. Imperas does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Service is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Imperas of any information contained in any Third Party Website. In no event will Imperas be responsible for the information contained in such Third Party Website or for your use of or inability to use such website. Access to any Third Party Website is at Licensee's own risk, and Licensee acknowledges and understands that linked Third Party Websites may contain terms and privacy policies that are different from those of Imperas. Imperas is not responsible for such provisions, and expressly disclaims any liability for them.

Disclaimer of Warranties

Your use of the Site, including any applets, software, and content contained therein, is entirely at your own risk. THE SERVICE IS PROVIDED "AS IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EXCEPT AS EXPRESSLY SET OUT HEREIN, IMPERAS, ITS AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY "SUPPLIERS") DISCLAIM ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, GUARANTEES AND OTHER TERMS, WHETHER EXPRESS, IMPLIED, BY STATUTE, COLLATERALLY OR OTHERWISE REGARDING THE SITE AND RELATED MATERIALS INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY AND NON-INFRINGEMENT. IMPERAS DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR OTHER TERMS RELATING TO THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR QUALITY OF ANY CONTENT ON THE SITE, REGARDLESS OF WHO ORIGINATES THAT CONTENT. IMPERAS DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE SITE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION OR THAT THE SITE WILL MEET YOUR REQUIREMENTS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOU BEAR ALL RISKS ASSOCIATED WITH USING OR RELYING ON THAT CONTENT. IMPERAS IS NOT LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY CONTENT POSTED ON OR LINKED FROM THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN CONTENT, OR FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY CONTENT.

Limitation of Liability

THE ENTIRE CUMULATIVE LIABILITY OF IMPERAS AND ITS SUPPLIERS, IN CONTRACT, TORT (INCLUDING NEGLIGENCE), UNDER STATUTE AND OTHERWISE FOR ALL MATTERS ARISING FROM OR RELATING TO THESE TERMS AND THE SITE SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE RELATED SERVICES OR CONTENT PURCHASED FROM IMPERAS, ITS AUTHORIsED RESELLER OR ITS SERVICE PROVIDERS, OR £50 IF GREATER.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IMPERAS AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES RELATING TO TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE,OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF IMPERAS OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN IMPERAS AND YOU. IMPERAS WOULD NOT BE ABLE TO HAVE PROVIDED THE SERVICE WITHOUT SUCH LIMITATIONS.

THIS CLAUSE DOES NOT AFFECT THE LIABILITY OF IMPERAS FOR DEATH OR PERSONAL INJURY ARISING FROM ITS NEGLIGENCE, NOR ITS LIABILITY FOR FRAUDULENT MISREPRESENTATION OR MISREPRESENTATION AS TO A FUNDAMENTAL MATTER, NOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Banking, Billing or Other Online Services

Access to Online Banking, Online Payment, and any other services available through the Internet and selected Imperas products (the "Online Service") is provided by your financial institution and not Imperas. You agree not to hold Imperas liable for any loss or damage of any sort incurred as a result of any such dealings with any services provided by your financial institution. Your access may be limited from time to time, depending on the service provided by your Internet service provider or your financial institution. You may be billed for these Online Services by your financial institution, not Imperas, and such financial institution may have its own service agreement which will govern the Online Services it provides. You agree to be responsible for all telephone charges associated with your Internet and online service usage.

Information about you and your visits to the Site

Imperas process information about you in accordance with its Privacy Policy. This includes having cookies placed on your system. If you do not wish us to use cookies when you visit the Site, you can configure the settings of your browser to (a) be informed when a cookie is being placed on your PC, (b) not to accept cookies or (c) opt-out and reject cookies altogether. Please consult your browser's manual or your browser's "help" facility. If you choose to reject cookies, you may not be able to access certain areas of the Site. By using the Site, you consent to such processing.

Termination and Amendment

Your privilege to use or access the Site may be terminated by Imperas immediately and without notice if you fail to comply with any term or condition of the Terms. Upon such termination, you must immediately cease accessing or using the Site and agree not to re-register or otherwise make use of the Site. Furthermore, you acknowledge that Imperas reserves the right to take action -- technical, legal or otherwise -- to block, nullify or deny your ability to access the Site. You understand that Imperas may exercise this right in its sole discretion.

Imperas reserves the right, in its sole discretion, at any time and from time to time to change, modify or discontinue, temporarily or permanently, the Site (or any part thereof). Imperas shall not be liable to you or other third party for any such modification, suspension or discontinuance except as expressly provided herein.

You agree to defend, indemnify and hold Imperas and its affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Service or the placement or transmission of any message, information, software or other materials through the Service by you or users of your account or related to any violation of these Terms by you or users of your account.

Miscellaneous

Except as expressly set forth in these Terms, these Terms of Service are a complete statement of the agreement between you and Imperas, and set forth the entire liability of Imperas and its Suppliers and your exclusive remedy with respect to your access and use of the Site. In the event of a conflict between these Terms of Service and the Privacy Policy, these Terms of Service shall prevail. The Suppliers, agents, distributors, dealers, and employees of Imperas are not authorised to make modifications to the Terms, or to make any additional representations, commitments or warranties binding on Imperas. Any waiver of the terms herein by Imperas must be in a writing signed by an authorised officer of Imperas and expressly referencing the applicable provisions of the Terms. If any provision of the Terms is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. The Terms will be governed by the laws of England and Wales as applied to agreements entered into, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction, and applicable federal law. The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to the Site although Imperas retains the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.

Headings are included for convenience only, and shall not be considered in interpreting these Terms. The Terms do not limit any rights that Imperas may have under trade secret, copyright, patent or other laws.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. If you have any concerns about material which appears on the Site, please contact us.