The Licensor is R.B. Radley & Company Limited (“Radleys”), a company registered in England under number 00889911, whose registered office is at Shire Hill, Saffron Walden, Essex, CB11 3AZ.
IT IS AGREED as follows:
THIS RADLEYS SOFTWARE PRODUCT (TOGETHER WITH ITS ACCOMPANYING DOCUMENTATION, THE "PRODUCT") IS THE PROPERTY OF RADLEYS.
THE PRODUCT IS MADE AVAILABLE TO YOU, THE ORIGINAL PURCHASER (the “Licensee”), SUBJECT TO THE FOLLOWING LICENCE AGREEMENT ("Licence"). PLEASE READ THIS LICENCE CAREFULLY BEFORE INSTALLING OR USING THE PRODUCT. A COPY OF THIS LICENCE IS AVAILABLE FOR YOUR FUTURE REFERENCE IN THE "AVA LICENCE.doc" FILE PROVIDED WITH THE PRODUCT.
YOU MAY ACCEPT THIS LICENCE BY PLACING A CHECK IN THE "I ACCEPT THE TERMS IN THE LICENCE AGREEMENT" BOX BELOW. YOU MAY REJECT THIS LICENCE, AND TERMINATE THIS INSTALLATION PROCESS, BY CLICKING THE "CANCEL" BUTTON BELOW. IF YOU DO NOT ACCEPT THIS LICENCE, THEN YOU MAY NOT INSTALL OR USE THE PRODUCT. ANY USE BY YOU OF THIS PRODUCT ALSO CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS.
Radleys is only willing to grant you this Licence if you obtained the Product from Radleys or a Radleys authorised reseller. If you obtained the Product from any other source you may not install or use the Product.
You acknowledge and agree that: (a) the Product is protected under U.K. copyright and other laws; (b) Radleys and its licensers retain all copyrights and other intellectual property rights in the Product; (c) there are no implied licences under this Licence, and any rights not expressly granted to you hereunder are reserved by Radleys; (d) you acquire no ownership or other interest (other than your licence rights) in or to the Product; and (e) Radleys owns all copies of the Product, however made.
You agree that you will not, at any time, contest anywhere in the world Radleys ownership of the Product, nor will you challenge the validity of Radleys rights in the Product. You have no rights hereunder to use any trademark or service mark belonging to Radleys.
Radleys is not required under this Licence to provide any installation, training or other services to you. Such services, if available, must be purchased separately. If, pursuant to a separate support agreement or otherwise, Radleys provides you with a new release, error correction, update, upgrade or other modification to the Product, such modification will be deemed part of the Product, and subject to the terms of this Licence, unless the modification is expressly provided subject to a separate licence agreement. Radleys reserves the right at any time not to release or to discontinue release of any Product and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of any future releases of the Product.
If you have purchased an upgrade version of the Product, it constitutes a single product with the copy of the Product that you upgraded. This means that, although you may have two sets of Product media, you still have only one licence. Therefore, you may not transfer the original copy of the Product to any other party.
1. Definitions and Interpretation
1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
the date on which the Product is accepted (or deemed to be accepted) by the Licensee pursuant to Clause 7;
any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business;
in relation to either Party, information which is disclosed to that Party by the other Party pursuant to, or in connection with, this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such). This shall include, but not be limited to, information contained in the Product and the Specification;
such computer equipment (including mobile devices where appropriate) as may be specified by the Licensee from time to time;
“Intellectual Property Rights”
(a) any and all rights in any copyrights, patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, database rights, know-how, rights in designs and inventions;
(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);
(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and
(d) the right to sue for past infringements of any of the foregoing rights;
the location where the Equipment is to be installed as specified by the Licensee from time to time;
the licence granted by Radleys hereunder
means any media, computer system, network or device on which the Product and any Program Documentation are stored or printed as provided to the Licensee by Radleys;
means any operating manuals, user instructions, technical literature and all other related materials in eye-readable form supplied to the Licensee by Radleys for aiding the use and application of the Product;
Any specification of the Product describing the facilities and functions thereof
“Use the Product”
means to read any or all parts of the Product from any form of storage media, to load the Product on the Equipment for the storage and/or running of the Product, to read and possess Program Documentation in conjunction with the use of the Product and to possess the Media.
1.2 Unless the context otherwise requires, each reference in this Agreement to:
1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;
1.2.4 a Schedule is a schedule to this Agreement;
1.2.5 a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule; and
1.2.6 a "Party" or the "Parties" refer to the parties to this Agreement.
1.3 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
1.4 Words imparting the singular number shall include the plural and vice versa.
1.5 References to any gender shall include the other gender.
1.6 Words importing persons include firms, companies and corporations and vice versa.
2. Grant of Licence
2.1 Radleys grants to the Licensee a non-exclusive licence to Use the Product on and in conjunction with the Equipment subject to the terms and conditions contained in this Agreement.
2.2 The Licensee shall Use the Product for processing its own data for its own internal business purposes only.
2.3 The Use of the Product is restricted to use on and in conjunction with the Equipment save that:
2.3.1 if the Product cannot be used with the Equipment because it is inoperable for any reason then the Licence shall be temporarily extended without additional charge to use with any other equipment until such failure has been remedied provided that such equipment is under the direct control of the Licensee. The Licensee shall promptly notify Radleys of such temporary use and of the commencement and cessation thereof;
2.3.2 the Licensee may with the prior written consent of Radleys (such consent not to be unreasonably withheld) Use the Product on and in conjunction with any replacement equipment (to be specified by type and serial number) if the Use of the Product on and in conjunction with the Equipment is permanently discontinued. Upon such consent being given the replacement equipment shall become the Equipment for the purposes of the Licence.
2.4 The Licensee shall not, without the prior written consent of Radleys, Use the Product in any location except the Location.
2.5 The Licence shall not be deemed to extend to any programs or materials of Radleys other than the Product unless specifically agreed to in writing by Radleys.
2.6 The Licensee acknowledges that it is licensed to Use the Product only in accordance with the express terms of this Agreement and not further or otherwise.
3. Licence Term
The Licence shall commence on the Acceptance Date and shall continue from year to year thereafter until or unless terminated in accordance with any of the provisions of Clause 16 or any other relevant Clause of this Agreement.
This Licence is effective from the date of payment for the Product.
Radleys shall deliver the Product to the Licensee. The Product so delivered shall consist of one copy of the object code of the Product in machine-readable form only, on the Media.
6. Risk in Media
Risk in the Media shall pass to the Licensee on delivery. If any part of the Media shall thereafter be lost, destroyed or damaged Radleys shall promptly replace the same (embodying the relevant part of the Product or Program Documentation) subject to the Licensee paying the cost of such replacement.
Installation of the Product shall be deemed to be completed and the Product shall be deemed to be accepted when the Product is operational.
The Acceptance Date shall be the date on which acceptance is deemed to have taken place.
8. Restrictions on Copying
8.1 The Licensee may make only so many copies of the Product as are reasonably necessary for operational use. Such copies and the media on which they are stored shall be the property of Radleys and the Licensee shall ensure that all such copies bear Radley’s proprietary notice. The Licence shall apply to all such copies.
8.2 No copies may be made of any Program Documentation without the prior written consent of Radleys.
9. Restrictions on Alterations
9.1 The Parties acknowledge that the Product may be modified from time to time by Radleys in order to integrate and operate with third party software.
9.2 The Licensee undertakes not to translate, adapt, vary, modify, disassemble, decompile or reverse engineer the Product in any manner without Radley’s prior written consent.
10. Security and Control
The Licensee shall during the continuance of the Licence:
10.1 Effect and maintain adequate security measures to safeguard the Product from access or use by any unauthorised person;
10.2 Retain the Product and all copies thereof under the Licensee's effective control; and
10.3 Maintain a full and accurate record of the Licensee's copying and disclosure of the Product and shall produce such record to Radleys on request from time to time.
11. Radley’s Proprietary and Intellectual Property Rights
11.1 The Product and any and all Intellectual Property Rights of whatever nature which now or in the future subsist in the Product are and shall remain the property of Radleys.
11.2 The Licensee shall notify Radleys immediately if the Licensee becomes aware of any unauthorised use of the whole or any part of the Product by any person.
12. Intellectual Property Claims and Disputes
12.1 Radleys shall defend at its own expense any claim brought against the Licensee alleging that the Use of the Product infringes the Intellectual Property Rights of a third party (“Intellectual Property Claim”) and Radleys shall pay all costs and damages awarded or agreed to in settlement of an Intellectual Property Claim provided that the Licensee:
12.1.1 Furnishes Radleys with prompt written notice of the Intellectual Property Claim;
12.1.2 Provides Radleys with reasonable assistance in respect of the Intellectual Property Claim; and
12.1.3 Gives to Radleys the sole authority to defend or settle the Intellectual Property Claim.
12.2 If, in Radley’s reasonable opinion, the use of the Product are or may become the subject of an Intellectual Property Claim then Radleys shall either:
12.2.1 Obtain for the Licensee the right to continue using the Product which is the subject of the Intellectual Property Claim; or
12.2.2 Replace or, with the written consent of the Licensee, modify the Product which is the subject of the Intellectual Property Claim so they become non-infringing.
12.3 If the remedies set out in sub-Clause 12.2 are not in Radley’s opinion reasonably available, then the Licensee shall return the Product which is the subject of the Intellectual Property Claim and Radleys shall refund to the Licensee the corresponding portion of the Licence Fee, as normally depreciated, whereupon this Agreement shall immediately terminate.
12.4 Radleys shall have no liability for any Intellectual Property Claim resulting from the Use of the Product in combination with any equipment (other than the Equipment) or programs not supplied or approved by Radleys or any modification of any item of the Product by a party other than Radleys or its authorised agent.
13.1 Radleys warrants that:
13.1.1 The Product will provide the facilities and functions set out in the Specification when properly used on the Equipment and that any physical media included with the Product, as and when provided to you, will be free of physical defects in materials and workmanship for a period of ninety (90) days after the Acceptance Date; your exclusive remedy and Radleys' sole liability for breach of this warranty is that Radleys will replace any defective media returned to Radleys within the ninety (90) day warranty period; this warranty does not apply to damages resulting from misuse, abuse or neglect. Any replacement media will be warranted as above for the remainder of the original warranty period or twenty (20) days from the date Radleys ship it to you, whichever is longer.
13.1.2 The Program Documentation will provide adequate instructions to enable the Licensee to make proper use of such facilities and functions.
13.2 Radleys warrants that in fulfilling its obligations under this Agreement it will attain standards of care and skill commensurate with those currently prevailing in the software industry and that all personnel will have qualifications and experience appropriate for the tasks to which they are allocated.
13.3 Radleys shall ensure that it and its servants, agents and subcontractors take all reasonable precautions to ensure that no known viruses, spyware or other malware for which detection and antidote software is generally available are coded or introduced into the Product.
13.4 If Radleys receives written notice from the Licensee after the Acceptance Date of any breach of the said warranties then Radleys shall remedy the defect or error in question.
13.5 When notifying a defect or error the Licensee shall (so far as it is able) provide Radleys with a documented example of such defect or error.
13.6 The said warranties above shall be subject to the Licensee complying with its obligations under the terms of this Agreement and shall also be subject to the limits and exclusions of liability set out in Clause 14. In particular, the said warranties shall not apply to the extent that any defect in the Product arose or was exacerbated as a result of:
13.6.1 Incorrect use, operation or corruption of the Product;
13.6.2 Any unauthorised modification or alteration of the Product; or
13.6.3 Use of the Product with other software or on equipment with which it is incompatible.
13.7 To the extent permitted by applicable law Radleys:
13.7.1 Disclaims all other warranties with respect to the Product, either express or implied, including but not limited to any implied warranties relating to quality, fitness for any particular purpose or ability to achieve a particular result;
13.7.2 Makes no warranty that the Product is error free or that the use thereof will be uninterrupted and the Licensee acknowledges and agrees that the existence of such errors shall not constitute a breach of this Agreement;
13.7.3 Does not give any warranty in respect of third party products. Radleys will pass on to the Licensee the benefit of any third party warranty supplied by a third party manufacturer or supplier.
14.1 Radleys shall indemnify the Licensee for personal injury or death caused by the negligence of its employees in connection with the performance of their duties under this Agreement or by defects in any product supplied pursuant to this Agreement.
14.2 Save in respect of claims for death or personal injury arising from Radley’s negligence, in no event will Radleys be liable for any damages resulting from loss of data or use, lost profits, loss of anticipated savings, nor for any damages that are an indirect or secondary consequence of any act or omission of Radleys whether such damages were reasonably foreseeable or actually foreseen.
14.3 Except as provided above in the case of personal injury, death and damage to tangible property, Radley’s maximum liability to the Licensee under this Agreement or otherwise for any cause whatsoever (whether in the form of the additional cost of remedial services or otherwise) will be for direct costs and damages only and will be limited to:
A sum equivalent to the price paid to Radleys for the Product or services that are the subject of the Licensee's claim.
14.4 The Parties acknowledge and agree that the limitations contained in this Clause 14 are reasonable in the light of all the circumstances.
14.5 The Licensee's statutory rights as a consumer (where the Licensee is a consumer and not acting in the course of business) are not affected. All liability that is not expressly assumed in this Agreement is excluded. These limitations will apply regardless of the form of action, whether under statute, in contract or tort including negligence or any other form of action. For the purposes of this clause, references to “Radleys” includes its employees, sub-contractors and suppliers who shall all have the benefit of the limits and exclusions of liability set out above in terms of the Contracts (Rights of Third Parties) Act 1999. Nothing in this Agreement shall exclude or limit liability for fraudulent misrepresentation.
15.1 Both Parties undertake that, except as provided by sub-Clause 15.2 or as authorised in writing by the other Party, they shall at all times during the continuance of this Agreement and after its termination:
15.1.1 keep confidential all Confidential Information;
15.1.2 not disclose any Confidential Information to any other party;
15.1.3 not use any Confidential Information for any purpose other than as contemplated by this Agreement;
15.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
15.1.5 ensure that (as applicable) none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause 15.
15.2 Subject to sub-Clause 15.3, either Party may disclose any Confidential Information to:
15.2.1 any of their sub-contractors, substitutes, or suppliers;
15.2.2 any party appointed to maintain the Equipment on which the Product is being used (within the terms of the Licence);
15.2.3 any governmental or other authority or regulatory body; or
15.2.4 any of their employees or officers or those of any party described in sub-Clauses 15.2.1 to 15.2.3;
15.3 Disclosure under sub-Clause 15.2 may be made only to the extent that is necessary for the purposes contemplated by this Agreement, or as required by law. In each case the disclosing Party must first inform the recipient that the Confidential Information is confidential. Unless the recipient is a body described in sub-Clause 15.2.3 or is an authorised employee or officer of such a body, the disclosing Party must obtain and submit to the other Party a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.
15.4 Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.
15.5 When using or disclosing Confidential Information under sub-Clause 15.4, the disclosing Party must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.
15.6 The provisions of this Clause 15 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.
16.1 The Licensee may terminate the Licence at any time by giving at least 7 Business Days’ prior written notice to Radleys.
16.2 Radleys may terminate the Licence forthwith on giving notice in writing to the Licensee if:
16.2.1 The Licensee commits any serious breach of any term of this Agreement and (in the case of a breach capable of being remedied) shall have failed, within 7 Business Days after the receipt of a request in writing from Radleys to do so, to remedy the breach; or
16.2.2 The Licensee permanently discontinues the use of the Product.
16.3 Save as expressly provided in sub-Clause 16.2 or elsewhere in this Agreement the Licence may not be terminated.
16.4 Upon the termination of the Licence, the Licensee shall immediately return to Radleys the Product and all copies of the whole or any part thereof. Alternatively, Radleys may require the Licensee to destroy the same. In the case of the Product, destruction shall include the uninstallation and removal of the same from the Equipment (and, if applicable, any other equipment onto which the Product have been installed) and the erasing or destruction, as appropriate, of all storage media containing the Product.
16.5 Where destruction is required by Radleys under sub-Clause 16.4, the Licensee shall certify in writing to Radleys that they have destroyed the Licensed Program Materials and Product.
16.6 Notwithstanding the provisions of sub-Clause 16.4, the Licensee may extract and store from the Product any data belonging to the Licensee and store the same on separate media for continuity purposes.
16.7 Any termination of the Licence or this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision in this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.
17. Data Protection
The Parties undertake to comply with the provisions of the Data Protection Act 1998 and any related legislation in so far as the same relates to the provisions and obligations of this Agreement.
18. Force Majeure
18.1 Neither Party to this Agreement shall be liable for any failure nor delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
18.2 If such circumstances continue for a continuous period of more than 14 days, either Party may terminate this Agreement by written notice to the other Party.
19. No Agency or Partnership
This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.
The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
21.1 All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
21.2 Notices shall be deemed to have been duly given:
21.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
21.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
21.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
21.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
22. Successors and Assignees
22.1 This Agreement shall be binding upon, and inure to the benefit of the Parties and their respective successors and permitted assignees, and references to a Party in this Agreement shall include its successors and permitted assignees.
22.2 In this Agreement references to a Party include references to a person:
22.2.1 who for the time being is entitled (by assignment, novation or otherwise) to that Party's rights under this Agreement (or any interest in those rights); or
22.2.2 who, as administrator, liquidator or otherwise, is entitled to exercise those rights,
and in particular those references include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation involving that Party. For this purpose, references to a Party's rights under this Agreement include any similar rights to which another person becomes entitled as a result of a novation of this Agreement.
23. Nature of the Agreement
23.1 This Agreement is personal to the Parties and neither Party may assign, mortgage, or charge (otherwise than by floating charge) or sub-license any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the other Party, such consent not to be unreasonably withheld.
23.2 Notwithstanding the provisions of sub-Clause 23.1, either Party may assign this Agreement to any acquirer of all or of substantially all of that Party's equity securities, assets or business relating to the subject matter of this Agreement or to any entity controlled by, that controls, or is under common control with a Party to this Agreement. Any attempted assignment in violation of this Clause will be void and without effect.
23.3 This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
23.4 Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
23.5 No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
This Agreement may be executed in any number of counterparts or duplicates, each of which shall be an original, and such counterparts or duplicates shall together constitute one and the same agreement.
25. Time of the Essence
Time shall be of the essence in this Agreement as regards any time, date or period mentioned in this Agreement or subsequently substituted as a time, date or period by agreement in writing between the Parties.
26. Costs and Expenses
Each Party shall bear its own legal costs and other costs and expenses arising in connection with the drafting, negotiation, execution and registration (if applicable) of this Agreement.
Where either Party has incurred any liability to the other Party, whether under this Agreement or otherwise, and whether such liability is liquidated or unliquidated, each Party may set off the amount of such liability against any sum that would otherwise be due to the other Party under this Agreement.
28. Third Parties
Subject to sub-Clause 14.7, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from such Act.
29. Dispute Resolution
29.1 This Agreement and all matters arising from it and any dispute resolutions referred to below shall be governed by and construed in accordance with the laws of England and Wales notwithstanding the conflict of law provisions and other mandatory legal provisions save that:
29.1.1 Radleys shall have the right to sue to recover its fees in any jurisdiction in which the Licensee is operating or has assets; and
29.1.2 Radleys shall have the right to sue for breach of its Intellectual Property Rights and other proprietary information and trade secrets (collectively “IPR”) (whether in connection with this Agreement or otherwise) in any jurisdiction where it believes that infringement or a breach of this Agreement relating to its IPR might be taking place. For the avoidance of doubt, the place of performance of this Agreement is agreed by the parties to be the United Kingdom.
29.2 Each Party recognises that the other Party's business relies upon the protection of its IPR. In the event of a breach or threatened breach of IPR, the other Party will be caused irreparable damage and such other Party may therefore be entitled to injunctive or other equitable relief in order to prevent a breach or threatened breach of its IPR.
30. Law and Jurisdiction
30.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
30.2 Subject to the provisions of Clause 29, any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.
31. Waiver and Modifications
All waivers must be in writing. Any waiver or failure to enforce a provision of this Licence on one occasion shall not be deemed a waiver of any other provision or such provision on any other occasion. This Licence may only be amended by a written document signed by both parties.
If you have any questions about this Licence, please contact Radleys. If you agree to the terms and conditions of this Licence Agreement, please place a check in the "I ACCEPT THE TERMS OF THE LICENCE AGREEMENT" box below. This will be the legal equivalent of your signature on a written contract and the terms of this licence shall be a legally binding agreement between you and Radleys. You must agree to these terms and conditions in order to install and use the Product. If you do not agree with these terms and conditions, you should press the "CANCEL" button below to exit this installation process, as Radleys is unwilling to licence the Product to you in such case, and you may return the Product within ten (10) days after you first received it to Radleys, along with its original packaging and proof-of-purchase, for a full refund.