These licence terms govern our licence of LexasCMS (the “Software”) to you. By accepting these terms, or downloading the Software, you are entering into a legally binding agreement with us on these terms (the “Agreement”).
“We” are Status200 Ltd, a company registered in the UK under number 11019310 whose registered office address is at 113 Manchester Road, Warrington, England WA1 4AP. “You” in these terms means the individual or organisation to whom the Software is provided.
The Agreement will also govern your use of any printed materials or online or electronic documentation we make available to you in relation to the Software (“Documentation”).
Before you download the Software, you may wish to review the server requirements and list of supported browsers at https://www.lexascms.com/guides/getting-started-requirements/.
1.2 Pricing and Offers. The price of the Software will be set out on the Site. We may occasionally offer price reduction, free trials or other special offerings. If we do, then additional terms governing those offers will be set out on the Site but the terms of the Agreement will still apply. We reserve the right to withdraw any offers at any time, although this will not affect any licences which you have already obtained during the offer period.
1.3 Our Licensing Model. We licence the Software on a per-domain basis, which means that for each licence of the Software for which you have paid the applicable fee you may install and use the Software in connection with one live domain (whether an intranet site or an external website). Each sub-domain shall require its own licence (so if you use the Software in connection with example.com and english.example.com you will require two licences). If you have purchased at least one licence of the Software then you may also install and use the Software in any number of closed environments for testing, staging and development purposes. The use of the Software as described in this clause is the “Permitted Use”.
1.4 Grant of Licence. Provided you have paid any applicable licence fee, and provided you continue to comply with the provisions of the Agreement, we hereby grant to you a non-exclusive, perpetual licence:
1.5 Back-ups. You can also make copies of the Software in the form in which it was provided for the purposes of back-up or operational security.
2.1 Third Party Access. Because we licence the Software on a per-domain basis, we don’t mind if you allow other people to access and use the Software or Documentation in connection with the Permitted Use. For example, if you are a design or development agency then you may allow your freelancers and contractors to access and use the Software, and if you are using the Software for a client project then you may allow the client’s personnel to access and use the Software and Documentation too. However, there are two major restrictions on this right:
2.2 Transfers to Third Parties. We will generally permit transfer of the Agreement to third parties as well (for example, if you wish to transfer the Agreement to your client, or in connection with a sale of your business). However, in order to transfer the Agreement you must first contact us to obtain our consent and to allow us to make arrangements for the transfer. The transfer will require your transferee to register for an account with us and confirm acceptance of the terms of the Agreement. After the Agreement has transferred to the relevant third party, you will not be responsible for their compliance with these terms and you will have no further right to use or access the Software.
2.3 Our Rights to Refuse Transfers. We reserve the right to refuse transfers of the Agreement at our discretion: for example, if we believe the transfer is associated with inappropriate use of the Software.
3.1 Non-Competition. You may not use the Software to compete with us. In particular, this means the intranet site or website with which you use the Software must not itself be a hosted content management system.
3.2 Other Restrictions. Except as expressly permitted under the Agreement or as permitted by any local law, you must:
3.3 Laws and Export Regulations. You are responsible for ensuring that your use of the Software complies with local law. Some territories restrict the export of technology or apply regulatory or Governmental controls to the use of technology products or of the Internet. It is your responsibility to ensure that you comply with any of those restrictions which apply to you or your activities.
4.1 How our TPMs work. The Software contains technological protection measures (“TPMs”) designed to ensure that our Software is only used in accordance with the Agreement and for the Permitted Use. These TPMs will not give us access to any of your content, but will validate the Agreement key associated with your purchase of the Software and will let us know whether you are using the Software with the correct number of domains.
4.2 What our TPMs do. We can, through our TPMs, disable or suspend access to the admin panel of the Software or otherwise restrict use of the Software or render it unusable, and in particular will do so if we have reason to believe you are using the Software outside the scope of the Permitted Use. Our TPMs will also render the Software unusable if we have terminated the Agreement under clause 9.
4.3 No circumvention. You must not attempt to circumvent or disable the TPMs contained in the Software.
4.4 Our use of data. We may collect and use technical data and related information, such as information about your installation of the Software, in order to improve our products and services.
5.1 Modification. You may not modify or alter the Software.
5.2 Plugins. You may write your own plugins for use with the Software. However, if you do, you must ensure that the use of those Plugins is lawful and does not cause any breach of the Agreement (for example, it must not affect the operation of the TPMs) or which otherwise restricts or impairs the operation of any core functions of the Software. If the Documentation contains any other controls or restrictions on how you may write and use plugins for use with the Software then you must comply with those controls and restrictions as well.
6.1 Updates and Patches. From time to time we may issue updates or patches to the Software. You must apply any updates or patches as soon as possible after they are made available. We are not under any obligation to issue any updates or patches.
6.2 New Versions and New Products: We may from time to time issue new versions of the Software or significant upgrades or add-ons to the Software which we treat as a separate product and which may be subject to additional licence fees or additional licence terms. You will not be entitled to access to those new versions, upgrades or add-ons without paying the Agreement fees and accepting the Agreement’s terms.
6.3 Support. We are not obliged to provide any after-sales or technical support to you. Any support which we may provide would be provided at our discretion and may be subject to additional fees and terms. The Documentation contains significant technical information to support you in your use and deployment of the Software, and we may update the Documentation and Site from time to time with further support information.
7.1 Retention of rights. You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to us, that rights in the Software and Documentation are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Software or the Documentation other than the right to use the Software and the Documentation in accordance with the terms of the Agreement.
7.2 No source code access. You acknowledge that you have no right to have access to the Software in source code form other than as expressly provided in the Agreement.
8.1 Where We Don’t Limit or Exclude Our Liability. We do not limit or exclude our liability for anything for which we cannot lawfully limit or exclude our liability. For example, we do not limit our liability for death or personal injury caused by our negligence, or for fraud. This statement takes priority over the rest of this section and the rest of the Agreement.
8.2 No Implied Terms. We provide access to our Software and Documentation on the terms set out in the Agreement. To the fullest extent permitted by law, we expressly exclude any and all conditions, warranties and other terms which might otherwise be implied by statute, under common law, or otherwise.
8.3 The Software is “as is”. Our Software is provided “as is” and without any warranty. For example, while we do our best to correct defects, we do not warrant that your use of the Software will be uninterrupted, free from errors, or free from viruses or malicious code, and we do not guarantee that we will correct any defects or bugs. Finally, you acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the functions of the Software as described in the Documentation meet your requirements.
8.4 Third Party Products. We are not responsible for any failure of the Software to perform which is attributable to your use of third party software, hardware, data or networks or to the Software’s interaction with them.
8.5 No Indirect or Consequential Loss. We expressly exclude any liability for any indirect or consequential loss, damage, costs or expenses incurred or suffered by you in connection with your use of our Software. What this means is that we are not liable for losses, damages, costs and expenses that are not foreseeable to both you and us at the time you enter into the Agreement.
8.6 No Liability for Certain Kinds of Loss. We expressly exclude any liability for any loss, damage, costs or expenses incurred or suffered by you (in each case whether direct or indirect) if that liability comes within one of the following categories: loss of business, loss of revenue, loss of contract, loss of data, loss of reputation, or loss of profit. In short, we are not liable for business losses.
8.7 Cap on Liability. Our total aggregate liability to you in connection with your use of the Software will be limited in all circumstances (whether arising in negligence, including tort, breach of contract or otherwise) to a maximum sum not exceeding the Agreement fee paid by you to us.
9.1 Termination for Breach. We may terminate the Agreement, and any other licence agreements in place between you and us in relation to the Software, immediately by written notice to you if you commit a material or persistent breach of the Agreement which you fail to remedy (if it is capable of remedy) within fourteen (14) days after we serve you written notice requiring you to do so. We may at our option temporarily suspend your access to the Software if you are in breach of the Agreement, but if we do this will not limit our right to terminate.
9.2 Effect of Termination. After termination of the Agreement for any reason:
9.3 Survival. Clauses 7, 8, 9.2, 9.3, 10, 11 and 12 shall survive termination of the Agreement however caused.
10.1 You Contacting Us. If you wish to contact us in writing, or if any condition in the Agreement requires you to give us notice in writing, you can send this to us by email at firstname.lastname@example.org or by pre-paid post to our registered office address. We will confirm receipt of this by contacting you in writing, normally by email.
10.2 Us Contacting You. If we have to contact you or give you notice in writing, we will do so by email using the contact details provided by you when obtaining the Software.
11.1 Entire Agreement. The Agreement constitutes the entire agreement between the parties in relation to its subject matter. You accept that in entering into the Agreement on these terms you do not rely on any representation or warranty not set out in it.
11.2 Assignment. We may transfer our rights and obligations under the Agreement to another organisation. We will always tell you in writing if this happens. You may not assign or transfer the Agreement except as expressly permitted by us as described above.
11.3 Severance. Each of the provisions of the Terms operates separately. If any court or relevant authority decides that any of them (or any part-provision) are unlawful, the remaining provisions (or part-provisions) will remain in full force and effect.
11.4 No Waivers. If we do not insist immediately that you do anything you are required to do under the Terms, or if we delay in taking steps against you in respect of your breach, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
11.5 Third Party Rights. A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
11.6 Which laws apply to the Agreement and where you may bring legal proceedings. The Agreement is governed by the laws of England and Wales and you can bring legal proceedings in respect of the Software only in the courts of England and Wales.
The Software uses various free and open source software (“FOSS”). For details of the FOSS used in our software, you can look in the “About” section in the admin panel of the Software. Your rights and obligations in relation to any FOSS will be governed by the terms of the applicable FOSS licence, and you are responsible for ensuring that you comply with these licences.
We may amend the Agreement from time to time, and will notify you if we do so. By continuing to use the Software, you will be deemed to have accepted the new terms of the Agreement. However, we cannot exercise this right in any manner not permitted by law, and in particular will not use it to impose new fees in relation to rights already granted to you, or to remove significant rights already granted to you.