End User Software Licence Agreement for: Resolution Pro
IMPORTANT - PLEASE READ CAREFULLY BEFORE YOU USE THE SOFTWARE PRODUCT.
This agreement is effective as of the date that the software is first used. The agreement is between Hedgebook Limited, PO Box 105 113, Auckland, New Zealand ("Licensor") and the individual person or a single legal entity who purchases the software, or who has installed the software for a temporary free trial ("Licensee" or "You"). The agreement covers use of the Software Product specified above, and includes any related documentation, upgrades, web services, or associated media. By installing, downloading, copying, accessing or otherwise using the Software Product, You agree to be bound by this agreement.
1.1 "Software Product" means the computer programs that accompany this agreement, together with any installation and operating instructions, documentation, upgrades, and web services.
1.2 "Licensee" means the individual or single entity who purchases and uses the Software Product.
1.3 "Licensor" means Hedgebook Limited, PO Box 105 113, Auckland, New Zealand.
1.3 "Software Licence" means the agreement to provide you with a Licence to use the Software Product on a single computer devise. A device may mean a single computer, workstation, terminal, or any other electronic device that is capable of appropriately running the functionality supplied by the Software Product.
2. Software Licence and Term
2.1 Grant of a Licence
The Licensor grants and the Licensee accepts a non exclusive and non-transferable Licence to use the Software Product. YOUR USE OF THIS SOFTWARE INDICATES YOUR AGREEMENT WITH THIS CONTRACT. For the purposes of this agreement, "use" means utilisation of one copy of the Software Product by the Licensee, without networking or other multiple use, and solely for the purposes of the Licensee's business. The Licensee is also permitted to make one copy of the Software Product in machine readable form for use solely by the Licensee as a backup. The Licensee must not make or have in existence more than one copy of the Software Product at any one time without the Licensor's prior written consent.
2.2 Restrictions on Use
(i) The Licensee acknowledges that all intellectual property rights, including copyright relating to the Software Product are the sole property of the Licensor and agrees to keep such intellectual property rights confidential to the extent that they are not public knowledge.
(ii) The Licensee is authorized to use the Software Product only in connection with, or for the benefit of, the internal operations of the Licensee. The Licensee may not rent, lease, lend or provide commercial hosting services to third parties with the Software Product.(iii) The Licensee may permanently and wholly transfer all of your rights under this agreement, provided the Licensee (a) retain no copies, (b) permanently and wholly transfer any and all of the Software Product to the recipient, (c) the recipient first agrees to abide by all of the terms of this agreement. If the Software Product is an upgrade, any transfer must include any and all prior versions of the Software Product and any and all of the Licensee's rights therein, if any.
(iv) The Licensee may not modify, reverse engineer, decompile, or disassemble the Software Product. The component parts of the Software Products may not be separated for use on more than one computer.
(v) The Licensee may not remove, modify or alter any proprietary markings of Hedgebook, including but not limited to any such notices contained in the physical and/or electronic media or documentation, in the Setup Wizard dialogue or 'about' boxes, or other embodiments originally contained in or otherwise created by the Software product.
3. Licensee's Undertakings
The Licensee undertakes:
(a) Other than for back-up as permitted in clause 2.1 above, not to copy, reproduce, translate, adapt, vary, decompile, disassemble, reassemble or modify the Software nor to communicate it to any third party without the Licensor's prior written consent.
(b) To supervise and control the use of the Software Product in accordance with this Licence.
(c) Not to make the Software Product available (including program listings, object and source program listings, object code and source code) in any form to any person without the prior written consent of the Licensor.
(d) To install the Software Product in strict compliance with the installation instruction documentation for the Software Product, and Hedgebook Limited shall have no obligation or responsibility whatsoever concerning the installation of the Software Product for, or on behalf of, you.
This agreement continues until termination by agreement between the Licensor and Licensee or unless earlier terminated by operation of any of the provisions of sub-clause 4.1.
4.1 Termination Events
Notwithstanding any delay, previous neglect or waiver of its respective rights under this clause the Licensor may terminate this agreement if any of the following events occur in relation to the Licensee:
(a) by the Licensee breaching this agreement and such breach is incapable of being remedied, or, if capable of being remedied, continues un-remedied for 5 business days after written notice of such breach has been given to the Licensee;
(b) if the Licensee commits an act of bankruptcy or makes any assignment or composition with its creditors;
(c) any of the conditions necessary to render the Licensee liable to be wound up exists;
(d) the Licensee is or becomes unable to pay its debts as they fall due or is deemed or is unable to pay such debts as defined in any applicable limited company legislation or suspends payment to its creditors or ceases or threatens to cease to carry on its business or convenes a meeting of its creditors to propose a scheme of arrangement with its creditors;
(e) if a petition for the winding up of the Licensee is presented or advertised or a resolution is passed or purports to be passed for the winding up of the Licensee;
(f) the Licensee has a receiver or manager or statutory manager appointed;
(g) the Licensee transfers or disposes of or threatens to transfer or dispose of a substantial part of its assets for inadequate consideration.
4.2 Consequences of Termination
Upon termination of this agreement:
(a) the Licensee will return to the Licensor copies of all software, source code, object code, electronic storage media, documentation and other material embodying material delivered to it or obtained by it during the term of and relating to the performance of this agreement; or
(b) at the option of the Licensor will destroy or erase the Software Product and certify through a responsible officer of the Licensee that such destruction or erasure has occurred and that no copies or storage of such Software product remains in existence.
5. Limited Warranty
5.1 Limited Warranty
Hedgebook warrants that (a) the Software Product will, for a period of ninety (90) days from the date of delivery, perform substantially in accordance with Hedgebook's written materials accompanying it, and (b) any Support Services provided by Hedgebook shall be substantially as described in applicable written materials provided to you by Hedgebook.
5.2 Customer Remedies
In the event of any breach of warranty or other duty owed by the Licensor, the Licensor's and its suppliers' entire liability and your exclusive remedy shall be, at the Licensor's option, either (a) return of the price paid by you for the Software Product (not to exceed the suggested retail price) if any, (b) repair or replacement of the defective Software Product or (c) re-performance of the Support Services. This Limited Warranty is void if failure of the Software Product has resulted from accident, abuse, or misapplication. Any replacement Software Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
5.3 No Other Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEDGEBOOK AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE PRODUCT AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THE LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM JURISDICTION TO JURISDICTION.
6. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HEDGEBOOK OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF HEDGEBOOK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, HEDGEBOOK'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAID TO HEDGEBOOK FOR THE SOFTWARE PRODUCT OR SERVICE THAT DIRECTLY CAUSED THE DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS EXCLUSION OF LIABILITY APPLIES TO LIABILITY IN CONTRACT AND TORT. IN THE EVENT THAT ANY LIMITATION OR PROVISION CONTAINED IN THIS LICENCE IS INVALID FOR ANY REASON AND THE LICENSOR OR ITS EMPLOYEES AND OFFICERS BECOMES LIABLE FOR LOSS OR DAMAGE THAT WOULD OTHERWISE HAVE BEEN EXCLUDED, SUCH LIABILITY IS LIMITED TO THE AMOUNT OF THE LICENCE FEE PAID FOR THE SOFTWARE PRODUCT.
Copyright 2013 Hedgebook Ltd.