End-User License Agreement
1. SOFTWARE LICENSE
1.1 When the End-User lawfully accesses the Software, whether through purchase or other lawful means, the Company shall grant the End-User, subject to all of the terms and conditions of this Agreement, a non-exclusive, non-transferable, limited, revocable personal license to use the Software (‘License’). This License extends to the use of documentation, data, or information developed by the Company, and other materials which may assist in the use of the Software.
2. LICENSE FEE
2.1 In consideration of the terms of this Agreement, the Company grants the End-User a non-exclusive, non-transferable, revocable License to use the Software for the specified period (subject to termination as set out in this Agreement), in accordance with the use and subject to the restrictions set out below.
2.2 This Agreement provides the End-User with only a limited use License, and all intellectual property rights and title to the Software or the accompanying documentation remain with the Company and no interest therein is conveyed to the End-User under this Agreement.
3. PERMITTED USE
3.1 Subject always to the restrictions in this Agreement, as purchaser of the authorized copy of the Software, the End-User may:
3.1.1 where the End-User is the purchasing entity, load the Software onto and use it on a single computer of the type identified on the package which is/are owned by the End-User, or under the direct control of the End-User;
3.1.2 where the End-User is an individual as purchaser, load the Software onto and use it on a single computer of the type identified on the package which is under the End-User's control;
3.1.3. copy the Software for backup and archival purposes and make up to two copies of the documentation (if any) accompanying the Software, provided that the original and each copy is kept in the End-User's possession and that the End-Users installation and use of the Software does not exceed that allowed by this Agreement.
4.1 The End-User shall, neither itself nor permit others, either directly or indirectly, to
4.1.1. Log in through the End-User's account or share the administrative account login or password;
4.1.2. Rent, lease, sub-license or make or distribute copies of the Software or charge a royalty for the use of the Software, or use the Software to provide bureau, application service provider, marketing, training, or consulting services related to the Software to any third party, except as permitted by this Agreement;
4.1.3 Except as permitted by law, modify the Software or any component part thereof, disassemble or decompile the Software or otherwise derive source code from the Software, reverse engineer the Software, merge the Software with or into another product or other software, or create derivative works based on the Software; or
4.1.4 Make copies of the Software, in whole or in part, except for backup or archival purposes, as permitted in this Agreement;
4.1.5 Use any backup copy of the Software for any purpose other than to replace the original copy in the event that it is destroyed or becomes defective;
4.1.6 Copy the written materials (except as provided by this Agreement) accompanying the Software;
4.1.7 Adapt, modify, delete or translate the written materials accompanying the Software in any way for any purpose whatsoever;
4.1.8 Transfer or assign the Software or any copy thereof or any documentation (whether provided in print or digital form) to a third party, including any third-party individual or third-party entity;
4.1.9 Vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Software.
5. INTELLECTUAL PROPERTY
5.1. The End-User agrees that the Software, Company website and all services provided by the Company are the property of the Company, including all copyrights, trademarks, trade secrets, patents, and other intellectual property (“Company IP"). The End-User agrees that the Company ‘owns all rights, title and interest in and to Company IP and that the End-User will not use the Company IP for any unlawful or infringing purpose. The End-User agrees not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Company.
6. UNDERTAKINGS AND TITLE
6.1. The End-User undertakes to:
6.1.1. Ensure that, prior to use of the Software by the End-User's employees or agents, all such parties are notified of the terms of this Agreement and the License granted under it;
6.1.2. Reproduce and include the Company's copyright notice on all and any copies of the Software, including any partial copies of the Software;
6.1.3. Hold all drawings, specifications, data (including object and source codes, software listings and all other information relating to the Software, confidential and not at any time, during the License or after its expiry, disclose the same (whether directly or indirectly) to any third party without the Company's consent.
6.1.4. As the Company's licensee, the End-User owns only the disk or medium on which the Software is recorded or fixed. The End-User may retain the media on any termination of this Agreement and the License granted under it, provided the Software is erased, The Company shall at all times retain ownership of the Software.
7. REVERSE ENGINEERING AND SECURITY
7.1. The End-User agrees not to undertake any of the following actions:
7.1.1 Reverse engineer, or attempt to reverse engineer or disassemble the Software or any code within or related to the Software or the Company website;
7.1.2. Violate the security of the Software through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network;
7.1.3. Copy or otherwise distribute copies of the Software unlawfully, such as through any peer- to-peer network or other intellectual property circumvention tool.