Nipper Studio & Paws Studio End User License Agreement
Thank you for either considering or choosing Titania’s Nipper Studio or Paws Studio, we hope you enjoy using it!
This agreement will help you know what you can and can’t do with this software, if there’s anything you’re unsure of, please get in touch.
This agreement is between you (the licensee) and Titania Ltd, Company Number 06870498. When obtained by a company, group or organization then “you”, “the licensee” shall include your company, group or organizations legitimate users, who shall also be bound by the terms of this agreement.
Your use of this software will be governed by this agreement. If you complete installation, activate or use this software, it will be presumed that you have consented to this License agreement.
If you do not agree to be bound by the terms of this agreement, do not install or use this software.
1) LICENSE GRANT: This software is provided “as is” under a limited, non-exclusive, “right to use” subscription license, you do not own the software. If your subscription expires the software will cease to operate. The subscription license includes: the duration of your license (typically 1, 2 or 3 years), the Titania product/products licensed to you under this subscription and the number of devices that can be audited.
2) WHAT YOU CAN DO WITH IT: You may install this software on systems that you own and/or manage and may for the purposes of disaster recovery, create a backup copy of this software. You may use this software to audit only the combined total of individual devices detailed in your subscription license. (Devices can be physical and/or virtual. Device counts are reset each subscription year.).
You may audit devices that you own or manage and (with their permission) devices belonging to other people or organizations. (The content of any reports, which may be accessed through use of this software, is the property of the respective content owner. This agreement grants no rights to such content.) We are not liable for and this license does not cover any use you make of our software on systems and devices which do not belong to you.
3) WHAT YOU CANNOT DO: Because the software is licensed, not sold, Titania reserves all rights (such as rights under intellectual property laws) not specifically granted in this agreement. This license does not give you any rights to: use or virtualize features of the software separately, publish, copy (other than the allowed backup copy), rent, lease, resell, lend, or sub-license the software or transfer your software license / subscription to others.
You may not attempt to circumvent technical protection measures in the software, reverse engineer, decompile, or disassemble the software, except if your local laws permit this even when our agreement does not. In that case, you may do only what your law allows. If you attempt to circumvent the measures, taken by Titania, for its commercial and/or IP (Intellectual Property) protection, we reserve the right to immediately terminate this license without liability to you.
This software may not be used for any purpose that is in breach of any local, regional or foreign law.
4) COPYRIGHT: This software, its programme code and all materials relating to it, including web site content, audio-visual content and effects, are the intellectual property of Titania or our partners and protected by international property and copyright laws. You may not reverse-engineer, disassemble, “crack”, or otherwise modify and redistribute our software in any format including derivative works. You may not merge, integrate, reverse engineer, copy or paste this software source code into your own software or any other programs (or encourage in any way, others to do so). Please don’t steal, or attempt to steal our IP.
5) INTELLECTUAL PROPERTY RIGHTS INDEMNITY: Titania shall defend, or, at our option, settle any claim, brought against you alleging that any use by you of our software in accordance with this Agreement infringes an Intellectual Property Right of a third party (Claim). We shall pay reasonable costs and damages awarded or agreed to in settlement of a Claim PROVIDED THAT you: (i) immediately notify us of the Claim, (ii) do not admit liability or come to any agreement regarding the Claim without our consent, (iii) provide us or our representatives with reasonable assistance, including access to all relevant information, and sole authority to defend or settle the Claim, and (iv) the Claim relates to use or possession in a country that is party to the World Intellectual Property Organisation (WIPO) Treaties on patents, trademarks and copyrights.
If in Titania’s sole opinion our software becomes the subject of a Claim, then we shall be able to either: (i) obtain the right for you to continue using our software, (ii) replace it, (iii) or modify it so it becomes non-infringing. If in Titania’s sole opinion such remedies are not reasonably available, then we may terminate this licence and, providing you return our software and all copies of it to us, provide a refund of any fees you have already paid which relate to the period after the date of termination.
Titania shall have no liability for any Claim resulting from (i) the combination of our software with other hardware or software which were neither supplied nor combined with our software by us or (ii) any use of our software other than in accordance with the terms of this agreement or any other guidance provided by us.
This clause constitutes your exclusive remedy and Titania’s only liability in respect of all Claims and, for the avoidance of doubt, is subject to our limitation of liability in Clause 12 below.
6) QUALITY: Most of our products have fully-functional trial versions on our website, so you can try before you buy. We try extremely hard to make sure our software is bug-free. Unfortunately, given the diversity of end-user hardware and software configurations we accommodate, bug-free software is nearly impossible to produce. Whilst we cannot guarantee bug-free operation, as our software is licensed “as is” without specific warranties, you can expect this software to substantially be “what it says on the can”.
7) SUPPORT: This software license includes free bug-fixes and updates (as they are made generally available to our customers from time to time) and both integrated and email support options. We try to answer all of our tech support and other emails within 1 or 2 business days. Sometimes, differences in international holidays etc. or immediately after new software releases, things may take a little longer and prevent this and we appreciate your patience.
8) REFUNDS: If you are not satisfied with your software for any reason, we ask that you first contact us to see if we can resolve the problem — usually we can. If we can’t and the software isn’t performing substantially as Titania described, we’ll provide you a full or partial refund, depending on your usage – this is at our discretion. If you’re given a full or pro-rata refund by us, you must immediately stop using our software and remove all copies of this software from your systems.
9) LIMITED WARRANTY: Titania warrants that our software will perform substantially as described in our accompanying materials. This limited warranty does not cover problems that you cause, or are caused by third parties, or that arise when combining our software with other systems, or that are caused by events beyond Titania’s reasonable control. The limited warranty starts when you receive your software license, and lasts for one year or the remainder of the subscription (whichever is shorter). Any updates you might receive from us during that year are also covered, but only for the remainder of that one year period or the remainder of the subscription (whichever is shorter). Titania gives no other express warranties, guarantees, or conditions.
If your local law requires a longer limited warranty term, despite this agreement, then that longer term will apply, but you can recover only the remedies that are described in this agreement.
10) REMEDIES: If Titania breaches the limited warranty in Clause 9, we will provide one of these options, either: (i) repair or replace the software at no charge, or (ii) accept your agreement to immediately stop using this software and remove it from your systems, in exchange for a full or pro/rata refund of the amount paid, if any. These are your only remedies for breach of this limited warranty.
11) ANTI-BRIBERY: Titania and you warrant to each other that in entering into this agreement neither they, nor any other person or entity acting on their behalf, has taken or will take any action, directly or indirectly, that breaches the United Kingdom Bribery Act 2010, or (ii) the United States Foreign Corrupt Practices Act 1977, or (iii) any other anti-bribery laws or regulations that may apply.
12.1 NOTHING IN THIS LICENSE SHALL LIMIT OR EXCLUDE THE LIABILITY OF EITHER PARTY FOR: (I) DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE; OR (II) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) THE DELIBERATE OR WILFUL MISCONDUCT OF THAT PARTY, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS.
12.2 WITHOUT PREJUDICE TO CLAUSE 12.1 ABOVE, TITANIA EXCLUDES ALL IMPLIED WARRANTIES ON THIS SOFTWARE, ITS USE, OUTPUT OR DOCUMENTATION, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THE ABILITY TO ACHIEVE A PARTICULAR RESULT AND NON-INFRINGEMENT. IF YOUR LOCAL LAW DOES NOT ALLOW TITANIA’S EXCLUSION OF IMPLIED WARRANTIES, THEN ANY IMPLIED WARRANTIES, GUARANTEES, OR CONDITIONS LAST ONLY DURING THE TERM OF THE LIMITED WARRANTY AND ARE LIMITED AS MUCH AS YOUR LOCAL LAW ALLOWS.
12.3 This Licence sets out the full extent of Titania’s obligations and liabilities in respect of the supply of this software. The limited warranty provided in this agreement is the only warranty of any kind that is made by Titania. No oral or written information or advice given by Titania, its dealers, distributors, agents, or employees shall create a warranty or in any way increase the scope of the foregoing limited warranty and you may not rely on any such information or advice. Some jurisdictions do not allow the limitation or exclusion of express or implied warranties, so the above exclusion may not apply to you, and you may have other rights, which may vary from jurisdiction to jurisdiction.
12.4 Excluding clause 12.1 and the defence, payment of reasonable costs and damages awarded or agreed to in or settlement (to the claimant) of a Claim under clause 5 the following shall apply. If you have any basis for recovering damages from Titania, our maximum aggregate liability under or in connection with this licence is limited in all circumstances to the amount that you paid for this software, if any. We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), or otherwise, arising under or in connection with this agreement for loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss or corruption of data or information; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage. The damage exclusions and limitations in this agreement apply even if repair, replacement or a refund for this software does not fully compensate you for any losses. Some states and countries do not allow the exclusion or limitation of incidental, consequential, or other damages, so those limitations or exclusions may not apply to you. If your local law allows you to recover other damages from Titania even though we do not, you cannot recover more than you paid for the software.
12.5 This licence constitutes the entire agreement between both parties with respect to this transaction and this software and supersedes all proposals, oral or written, all negotiations, conversations or discussions between or among the parties relating to the subject matter of this license, and all past dealing; (b) Any changes to this licence must be made in writing, signed by a director of Titania; (c) You may not assign, transfer, sub-contract or otherwise part with this agreement or any right or obligation under it without the Titania's written consent; (d) Any part of this licence that is found to be invalid or unenforceable shall be deemed deleted and the remainder of this licence shall not be affected by that deletion; (e) No waiver of any term under this licence shall be deemed a further or continuing waiver of such term or any other. No waiver shall be effective unless in writing signed by a duly authorised representative of the relevant party; (f) Nothing in this licence shall confer on any third party any benefit or the right to enforce any provision of this agreement; (g) neither party will be liable for any delay in performing its obligations under this licence if that delay is caused by circumstances beyond its reasonable control (including, without limitation, any delay caused by an act or omission of the other party) and the party affected will be entitled to a reasonable extension of time for the performance of its obligations; (h) This licence shall be construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English Courts.
THANKS: Thank you for reading our license agreement. Should you wish to integrate our software into your own systems or solutions, we would be happy to discuss our OEM options with you.
We hope you enjoy your Titania software and welcome all feedback and suggestions on how we could make it even better!