END USER LICENCE AGREEMENT - PLEASE READ CAREFULLY BEFORE LOGGING ON AND ACCESSING THE ABNRM.com WEB PORTAL
This end-user license agreement (“EULA”) is a legal agreement between you (“you” or “your”) and AB Agri Limited trading as ABN (company number: 00193800) of Weston Centre, 10 Grosvenor Street, London W1K 4QY (“us”, “we” or “our”) for the website portal software known as “ABNRM.com Portal” located at www.abnrm.com, including any information, data or services provided or accessible through that application, together with any updates or supplements to that application (together the “Portal”). Registered users of the Portal shall be provided with access to market data for various commodities and related market information (together the “Data”) and shall be able to create alerts for notifications relating to particular market price changes.
We license use of the Portal and the Data to you on the basis of this EULA. We do not sell the Portal or any Data to you. We remain the owners of the Portal and the owners or licensees of the Data at all times.
Operating system requirements: this Portal requires internet access and an operating system and browser of the type more particularly outlined in Schedule 1 of this EULA.
Important notice:
By logging on to the Portal or by clicking on the "Accept" button below you agree to the terms of this EULA which will bind you. The terms of the EULA include, in particular, the Privacy and Cookies Policy defined in condition 1.5 and the limitations on liability in condition 7.
If you do not agree to the terms of this EULA, we will not license the Portal to you and you must stop logging on and accessing the content now by clicking on the "Cancel" button below. In this case the logging on process will terminate.
You should print a copy of this EULA for future reference.
AGREED TERMS
1 ACKNOWLEDGEMENTS
1.1 The terms of this EULA apply to the Portal, unless they come with separate terms, in which case those terms apply.
1.2 We may change the terms of this EULA at any time upon notification to you detailing the change or notifying you of the change when you next log on to our Portal. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the Portal.
1.3 From time to time updates to the Portal may be issued. Depending on the update, you may not be able to use the Portal until you have downloaded or streamed the latest version of any requisite supporting software and accepted any new terms.
1.4 You accept responsibility in accordance with the terms of this EULA for the use of the Portal on or in relation to any computer, mobile telephone or other device from which you access the Portal, whether or not it is owned by you (“Devices”, each a “Device”). You will be deemed to have obtained permission from the owners of any Device that is not owned by you to use that Device and to access the Portal from that Device. You and they may be charged by your and their service providers for internet access on the Devices.
1.5 The terms of our privacy and cookies policy from time to time, available at https://abnrm.com/privacy-amp-cookies-policy-p1455.aspx (“Privacy and Cookies Policy”) are incorporated into this EULA by reference and apply to the Portal. Additionally, by using the Portal, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using the Portal may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
1.6 By using the Portal, you consent to us collecting and using technical information about the Devices and related software, hardware and peripherals for the Portal that are internet-based or wireless to improve our products and to provide any services to you.
1.7 Certain features of the Portal may make use of location data sent from the Devices. You can turn off this functionality at any time by turning off the location services settings for the Portal on the Device. If you use these features, you consent to us and our affiliates' and licensees' transmission, collection, maintenance, processing and use of your location data and queries to develop, provide and improve location-based and road traffic-based products and services. You may withdraw this consent at any time by turning off the location services settings on the Device.
1.8 You acknowledge and agree that where we have agreed to supply goods and/or services to you (an “Order”), that Order will be subject to our then in force terms of supply for those goods and/or services, together with any other terms and conditions, which we make available to you at or before the time of purchase.
1.9 You acknowledge that there will be situations in which information regarding your Orders and the deliveries thereof will not show in the Portal in real-time, including but not limited to where proof of delivery is required from third party hauliers, and you accept the terms of the EULA on the basis of such functionality.
1.10 The Portal may from time to time contain links to other independent third-party websites (“Third-party Sites”). Third-party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third-party Sites, including the purchase and use of any goods or services accessible through them.
1.11 Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.
2 GRANT AND SCOPE OF LICENCE
In consideration of, and subject to, you abiding by the terms of this EULA and the Privacy and Cookies Policy (incorporated into this EULA by reference) we grant you a personal, non-transferable, non-exclusive, revocable license to access the Portal using only your personal login details on the Devices and to view, use, display, download and print out materials from the Portal for your personal or internal business purposes only. We reserve all other rights.
3 LICENCE RESTRICTIONS
3.1 Except as expressly set out in this EULA or as permitted by any local law, you agree:
3.1.1 not to copy the Portal except where such copying is incidental to normal use of the Portal;
3.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Portal;
3.1.3 not to make alterations to, or modifications of, the whole or any part of the Portal, or permit the Portal or any part of it to be combined with, or become incorporated in, any other programs;
3.1.4 not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Portal or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Portal with another software program, and provided that the information obtained by you during such activities:
a) is used only for the purpose of achieving inter-operability of the Portal with another software program;
b) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
c) is not used to create any software that is substantially similar to the Portal;
3.1.5 to keep all copies of the Portal secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Portal;
3.1.6 to change your password on receipt of your initial login details to a suitably complex combination, to keep your login and password secure and confidential and to not share it with any other person. In the event that your login details are or could be at risk of disclosure, you agree to notify us in writing as soon as reasonably practicable whereupon we agree to reset your login.
3.1.7 not to remove or obscure our copyright notice on any copies of the Portal on any medium;
3.1.8 not to provide or otherwise make available the Portal in whole or in part (including object and source code), in any form to any person without prior written consent from us; and
3.1.9 to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Portal (“Technology”),
together “Licence Restrictions”.
4 ACCEPTABLE USE RESTRICTIONS
4.1 You must:
4.1.1 not use the Portal in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Portal or any operating system;
4.1.2 not infringe our intellectual property rights or those of any third party in relation to your use of the Portal, including the submission of any material (to the extent that such use is not licensed by this EULA);
4.1.3 not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Portal;
4.1.4 not use the Portal in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
4.1.5 not collect or harvest any information or data from the Portal or our systems or attempt to decipher any transmissions to or from the servers running the Portal.
4.2 We will use our reasonable efforts to ensure that any data or third party data provided on the Portal is accurate and complete, however we do not make any warranty regarding the data, third party data or any other information obtained through our Portal or regarding the accuracy, timeliness, truthfulness, completeness or reliability of any data, third party data or other information obtained through our Portal. None of the information we publish constitutes advice or a recommendation to enter into any transaction. Commentary and other materials posted are not intended to amount material on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on any materials by any visitor to the Portal, or by anyone who may be informed of any of its contents.
5 INTELLECTUAL PROPERTY RIGHTS
5.1 You acknowledge that all intellectual property rights in the Portal and the Technology anywhere in the world belong to us or our licensors, that rights in the Portal are licensed (not sold) to you, and that you have no rights in, or to, the Portal or the Technology other than the right to use each of them in accordance with the terms of this EULA.
5.2 You acknowledge that you have no right to have access to the Portal in source-code form.
6 NO WARRANTY
The Portal is provided “as is” and all conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this EULA or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care. We do not make any warranties that the Portal will be free from errors or bugs and we do not make any warranties that the service will be uninterrupted and you acknowledge that any data downloaded through the Portal is done at your own discretion and risk and that you will be solely responsible for any damage caused to your computer system or loss due to download or use of such information.
7 LIMITATION OF LIABILITY
7.1 You acknowledge that the Portal has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities, functions and information of the Portal meet your requirements.
7.2 You agree not to use the Portal for any exploitation or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
7.3 You agree to notify us in writing of any leavers or persons that are no longer authorised to access the Portal (an “Outgoing User”), stating the last day of access for that Outgoing User, as soon as reasonably practicable, and in any event, no later than 2 business days before the Outgoing User’s intended last day of access to the Portal. On receipt of such notification, we agree to cancel the login details of the Outgoing User as instructed. You further accept that unless notification is given in accordance with this clause 7.3, we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity caused by unauthorised use or access to the Portal by an Outgoing User.
7.4 We are only responsible for loss or damage you suffer that is a foreseeable result of our breach of this EULA or our negligence up to the limit specified in condition 7.5, but we are not responsible for any unforeseeable loss or damage. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we granted you the EULA.
7.5 Our maximum aggregate liability under or in connection with this EULA (including your use of any Services) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £100. This does not apply to the types of loss set out in condition 7.6.
7.6 Nothing in this EULA shall limit or exclude our liability for:
7.6.1 human death or human personal injury resulting from our negligence;
7.6.2 fraud or fraudulent misrepresentation; and
7.6.3 any other liability that cannot be excluded or limited by English law.
8 TERMINATION
8.1 We may (acting in our sole discretion) immediately suspend your use of the Portal or terminate this EULA without notice to you if you commit any breach of this EULA or the Privacy and Cookies Policy.
8.2 We or you may terminate this EULA immediately upon notice to the other.
8.3 On termination for any reason:
8.3.1 all rights granted to you under this EULA shall cease;
8.3.2 you must immediately cease all activities authorised by this EULA, including your use of the Portal;
8.3.3 you must immediately destroy all copies of the Portal then in your possession, custody or control and, if required by us, certify to us that you have done so; and
8.3.4 we are entitled to immediately disable and cancel your login.
9 COMMUNICATION BETWEEN US
9.1 If you wish to contact us in writing, or if any condition in this EULA requires you to give us notice in writing, you can send this to us by e-mail or by prepaid post to our address as set out at the start of this EULA or admin@abnrm.com. We will confirm receipt of this by contacting you in writing, normally by e-mail.
9.2 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 request for the Portal.
10 EVENTS OUTSIDE OUR CONTROL
10.1 We will not be liable or responsible for any failure to perform or delay in performance of, any of our obligations under this EULA (including, for the avoidance of doubt, our provision of the Portal) that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks (“Event Outside Our Control”).
10.2 If an Event Outside Our Control takes place that affects the performance of our obligations under this EULA our obligations under this EULA will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.
11 OTHER IMPORTANT TERMS
11.1 We may transfer our rights and obligations under this EULA to another organisation, but this will not affect your rights or our obligations under this EULA.
11.2 You may only transfer your rights or obligations under this EULA to another person if we agree in writing. In any such event, you will constitute an Outgoing User and as such, must comply with clause 7.3 of this EULA.
11.3 If we fail to insist that you perform any of your obligations under this EULA, 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.
11.4 Each of the conditions of this EULA operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
11.5 Please note that this EULA, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
Schedule 1
Portal Operating System and Browser Requirements
System Requirements
Computer/Processor
• Computer with a 1 gigahertz (GHz) 32-bit (x86) or 64-bit (x64) processor.
Operating System
• Windows Vista 32-bit with Service Pack 2 (SP2) or higher
• Windows Vista 64-bit with Service Pack 2 (SP2) or higher
• Windows 7 32-bit or higher
• Windows 7 64-bit or higher
• Windows Server 2008 32-bit with Service Pack 2 (SP2) or higher
• Windows Server 2008 64-bit with Service Pack 2 (SP2) or higher
• Windows Server 2008 R2 64-bit
Memory
• Windows Vista 32-bit – 512 megabytes (MB)
• Windows Vista 64-bit – 512 MB
• Windows 7 32-bit – 512 MB
• Windows 7 64-bit – 512 MB
• Windows Server 2008 32-bit – 512 MB
• Windows Server 2008 64-bit – 512 MB
• Windows Server 2008 R2 64-bit – 512 MB
Hard Drive Space
• Windows Vista 32-bit – 70 MB
• Windows Vista 64-bit – 120 MB
• Windows 7 32-bit – 70 MB
• Windows 7 64-bit – 120 MB
• Windows Server 2008 32-bit – 150 MB
• Windows Server 2008 64-bit – 200 MB
• Windows Server 2008 R2 64-bit – 200 MB Drive
• CD-ROM drive (if installation is done from a CD-ROM) Display
• Super VGA (800 x 600) or higher-resolution monitor with 256 colours Peripherals
• Modem or Internet connection
• Microsoft Mouse, Microsoft IntelliMouse, or compatible pointing device
Browser Requirements
Internet Explorer 9 and above
Google Chrome 35 and above
Mozilla Firefox 30 and above
Safari 5.1 and above
