SOFTWARE LICENCE AGREEMENT
This computer program is protected by copyright and other intellectual property laws and international treaties. Unauthorized reproduction, transmission, de-compiling, translation, reverse engineering, creation of derivative works, copying GUI and/or copyrightable concepts, or distribution of this computer program, or any portion of it, is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. Information regarding unauthorized copying of this computer program is gratefully received at firstname.lastname@example.org.
PLEASE READ THIS AGREEMENT CAREFULLY. BY USING ALL OR ANY PORTION OF THE SOFTWARE, OR BY PAYING FOR THE SOFTWARE BY ANY MEANS OFFERED BY OFFICE CONTROL (UK) LTD, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE.
THE TERMS AND CONDITIONS OF THIS AGREEMENT ("TERMS & CONDITIONS") APPLY TO ANY AND ALL USE OF THE SOFTWARE BY YOU, WHETHER YOU ARE USING THE SOFTWARE PURSUANT TO ANY DEMO PERIOD, 30 DAY PERIOD OR THE TERM OF THIS AGREEMENT WITH ANY DEMO LICENSE KEY, 30 DAY LICENSE KEY OR PERMANENT LICENSE KEY AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS REGARDLESS OF THE TYPE OF USE OF THE SOFTWARE BY YOU. This agreement (the "Agreement") is between you ("you", "your", Licensee") and OFFICE CONTROL (UK) LTD. including its authorized suppliers ("OFFICE CONTROL (UK) LTD" or "Licensor").
"Agreement" means this Software License Agreement, as amended from time to time together with all terms incorporated by specific reference to them in this Agreement;
"Computer" means one central processing unit (CPU) that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions;
"Trial Period" means the 30 day term in which you may preview the Software immediately after registration;
"Documentation" means the explanatory written materials or files related to the Software as available on the OFFICE CONTROL (UK) LTD web site at www.office-control.co.uk;
"License Fees" means the license fees payable by you in order to use the Software in accordance with this Agreement;
"License Period" means the 12 month period for which the license fees grant access for;
"Re-Seller" means a third party authorized by OFFICE CONTROL (UK) LTD to sell licenses to use the Software;
"Software" means the OFFICE CONTROL (UK) LTD product licensed for use by you, and all related product documentation, tools and utilities, and miscellaneous technical information as well as any upgrades, updates, fixes and new releases as provided from time to time by OFFICE CONTROL (UK) LTD pursuant to this Agreement;
"Term" means the term of this Agreement commencing on the date you begin using the Software until terminated in accordance with this Agreement;
"Use", "Used", or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software.
II. LICENSE TO USE THE SOFTWARE
1. Upon acceptance of this Agreement, OFFICE CONTROL (UK) LTD hereby grants you a non-exclusive, non-transferable, automatically renewing annual (unless terminated pursuant to this Agreement) license to use www.office-control.co.uk for your employees up to the total number of licenses purchased.
2. You agree to: (a) notify each User of the terms of this Agreement prior to obtaining access to the Software; (b) supervise and control the use of the Software in accordance with the terms of this Agreement; and (c) not receive any form of payment from any user for use of the Software.
III. LICENSE RESTRICTIONS
You agree not to (and will not allow, direct or authorize any third party or any User to):
1. use, or permit any other person to use, the Software, including permitting others to access the Software for their own purpose, or enabling others to use your Software registration or access codes, keys, passwords, or serial number(s) (if any), including without limitation, any License Keys, except in accordance with the Documentation and this Agreement;
2. reproduce, adapt, vary, modify, decompile, enhance, translate, attempt to reverse enquiries, reverse engineer, reverse assemble, create a derivative work of, or otherwise attempt to discover any source code of the Software or communicate the same to any other person, or otherwise reduce or attempt to reduce the Software to human perceivable form;
3. develop or write any software or other program or have any software or other program written or developed based on the Software or based on any of the confidential information referred to in Section IV.;
4. copy or distribute the Software by any means, other than as permitted in Section II;
5. sell, assign, sublicense, rent, lease, grant a security interest in, or otherwise transfer any right in the Software or distribute or network any portion of the Software or related materials;
6. remove any proprietary notices or labels from the Software;
7. use the name, or trade-marks of the Licensor or of any of its affiliates, licensors, third party content or service providers, distributors, dealers or authorized suppliers, ("Representatives") in any advertising, publicity releases, reference lists, media such as but not limited to CD-ROM or sales presentations, without its prior written consent.
IV. CONFIDENTIAL INFORMATION
1. You acknowledge and agree that the logic, structure, sequence and organization of the Software are the valuable trade secrets of the Licensor. All information, data, drawings, specifications, documentation, software listings, source or object code which the Licensor may have imparted and may from time to time impart to you, relating to the Software or any other OFFICE CONTROL (UK) LTD product, is proprietary and confidential.
2. You agree to hold such trade secrets and proprietary information in confidence and further agree to use the same solely in accordance with the provisions of this Agreement and will not at any time during or after expiry or termination of this Agreement, disclose the same, whether directly or indirectly, to any third person without the Licensor's prior written consent.
3. OFFICE CONTROL (UK) LTD agrees to hold any confidential information of yours which may be disclosed to OFFICE CONTROL (UK) LTD pursuant to this Agreement in confidence and further agrees to use the same solely in accordance with the provisions of this Agreement and will not at any time during or after expiry or termination of this Agreement, disclose the same, whether directly or indirectly, to any third person without the Licensor's prior written consent; provided that any confidential information of yours disclosed to OFFICE CONTROL (UK) LTD pursuant to this Agreement must be clearly labelled confidential at the time of disclosure.
V. ADDITIONAL USER LICENSES
You may purchase licenses for additional Users to Use the Software at any time during the License Period of this Agreement by requesting further licenses via www.office-control.co.uk or contacting OFFICE CONTROL (UK) LTD or a Re-seller.
VI. PAYMENT OF LICENSE FEES
1. If you have purchased user licenses to Use the Software from the trial period, you are expected to pay the License Fees immediately. If the License Fees are not paid within 30 days, at the expiry of the 30 Day Period the Software will automatically not allow access from any user except the principal user. Non payment after another 30 days will result in deletion of all of your company's details from www.office-control.co.uk including user details and their recorded absences.
2. The invoice for the following year's licenses will be sent to you 60 days prior to the anniversary of the license period, due on or before the anniversary date. Non payment after this anniversary date will automatically not allow access from any user except the principal user. Non payment after another 30 days will result in deletion of all of your company's details from www.office-control.co.uk including user details and their recorded absences.
3. Additional licenses will be invoice for immediately on a pro-rata basis up to your company's anniversary date and the new total user licenses will be invoiced for on the next anniversary date as detailed in VI (2). If additional licenses are purchased after the anniversary invoice has been sent but before the anniversary date then the invoice for the additional licenses will be calculated to the following anniversary date.
You acknowledge and agree that any Re-Seller from whom you may have purchased a license to Use the Software, has no authority to make any product representations and warranties not made by OFFICE CONTROL (UK) LTD. OFFICE CONTROL (UK) LTD has no responsibility for any representations or warranties made by a Re-Seller except as specifically set out in this Agreement. You will not be entitled to use the Software after the 30 Day Period unless OFFICE CONTROL (UK) LTD has received the License Fees in full in accordance with this Agreement directly from you or, if you have ordered the Software through a Re-Seller, from the Re-Seller, even if you have paid the Re-Seller. If you have paid the Reseller and the Re-Seller has not paid OFFICE CONTROL (UK) LTD, your only recourse for non-payment by the Re-Seller is to the Re-Seller, not OFFICE CONTROL (UK) LTD.
VIII. CANCELLATION/REFUND OF SOFTWARE
1. As www.office-control.co.uk is a real-time service we cannot offer refunds and you will not be able to cancel your order after we have taken payment for that year.
2. Request to cancel this agreement to use www.office-control.co.uk must be sent in writing to Office Control (UK) Ltd, 90 days prior to the anniversary of the annual renewal of licenses.
IX. SITE MAINTENANCE
1. OFFICE CONTROL (UK) LTD may close down the Site at any time without notice. OFFICE CONTROL (UK) LTD may change the format and content of the Site from time to time. You should refresh your browser each time you visit the Site to ensure that you download the most up to date version of the Site.
2. OFFICE CONTROL (UK) LTD may suspend the operation of the Site for repair or maintenance work or in order to update or upgrade the contents or functionality of the Site from time to time. Access to or use of the Site or any sites or pages linked to it will not necessarily be uninterrupted or error free.
X. OFFICE CONTROL (UK) LTD'S INTELLECTUAL PROPERTY RIGHTS
The Software and each component part of the Software is the valuable, proprietary intellectual property of OFFICE CONTROL (UK) LTD. You acknowledge that any and all of the trade-marks, trade names, copyrights, industrial designs, patents, trade secrets and other intellectual property rights used or embodied trade secrets in or in connection with the Software shall be and shall remain the sole property of OFFICE CONTROL (UK) LTD. You further acknowledge and agree that ownership of, and title to, the Software and all subsequent copies thereof regardless of the form or media are held by the Licensor. OTHER THAN THE LIMITED LICENSE THIS AGREEMENT DOES NOT GIVE YOU ANY INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE OR ANY COMPONENT PARTS OF THE SOFTWARE. The Software is protected by copyright laws and applicable international copyright treaties, as well as other relevant intellectual property laws and treaties. The Software is licensed, not sold.
XI. DISCLAIMER OF WARRANTIES
LICENSOR MAKES NO WARRANTY WITH RESPECT TO THE SOFTWARE OR ITS PERFORMANCE OF ANY KIND. FURTHERMORE, YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE IN GENERAL IS NOT ERROR-FREE AND AGREE THAT THE EXISTENCE OF ERRORS SHALL NOT CONSTITUTE A BREACH OF THIS AGREEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OFFICE CONTROL (UK) LTD EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTE, EQUITY OR OTHERWISE, REGARDING THE SOFTWARE, RELATED DOCUMENTATION, AND OTHER MATERIALS AND TECHNICAL SUPPORT, INCLUDING THEIR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. OFFICE CONTROL (UK) LTD ALSO DOES NOT WARRANT THAT THE SOFTWARE SHALL PERFORM ERROR FREE OR WITHOUT INTERRUPTION, OR THAT IT IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS, NOR DOES OFFICE CONTROL (UK) LTD WARRANT ACCESS TO THE INTERNET OR ANY OTHER SERVICE INCLUDING THIRD PARTY SERVICES TO WHICH YOU MAY CONNECT THROUGH THE SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OFFICE CONTROL (UK) LTD, THEIR RESPECTIVE EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE REPRESENTATIONS, WARRANTIES OR CONDITIONS IN CONNECTION WITH THE SOFTWARE IN THIS AGREEMENT. OFFICE CONTROL (UK) LTD MAKES NO WARRANTIES REGARDING 3RD PARTY PRODUCTS PURCHASED SEPARATELY BY YOU FROM A THIRD PARTY VENDOR.
XII. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR INDEMNITY UNDER SECTION XIV BELOW, OFFICE CONTROL (UK) LTD ALSO EXCLUDES FOR ITSELF AND ITS SUPPLIERS ANY LIABILITY IN EXCESS OF THE AMOUNT PAID FOR THE SOFTWARE AND THE AMOUNT OF THE CURRENT YEAR'S MAINTENANCE IF PREPAID, PRO RATED FOR THE NUMBER OF DAYS REMAINING IN THE YEAR AFTER THE DATE OF THE LOSS (THE "COMPENSATION AMOUNT"), HOWSOEVER CAUSED, WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. OFFICE CONTROL (UK) LTD SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE OR PROFITS OR INVESTMENT OR THE LIKE, LOSS OF BUSINESS, LOSS OF INFORMATION OR DATA, OF OTHER FINANCIAL LOSS OR PERSONAL INJURY ARISING OUT OF OR IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE, USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF THE SOFTWARE, EVEN IF THE LICENSOR OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN THE EVENT ANY EXCLUSION, LIMITATION OR OTHER PROVISION CONTAINED IN THIS AGREEMENT SHALL BE HELD TO BE INVALID FOR ANY REASON AND THE LICENSOR BECOMES LIABLE FOR LOSS OR DAMAGE, EXCEPT FOR INDEMNITY PURSUANT TO SECTION XIV, SUCH LIABILITY IS LIMITED TO THE COMPENSATION AMOUNT AND NO MORE.
XIII. INDEMNITY OF LICENSOR
YOU AGREE TO INDEMNIFY AND HOLD HARMLESS OFFICE CONTROL (UK) LTD FROM AND AGAINST ANY AND ALL PROCEEDINGS, ACTIONS OR DEMANDS, LOSSES, COSTS AND LIABILITIES THAT OFFICE CONTROL (UK) LTD MAY SUFFER, SUSTAIN OR INCUR, AS A RESULT OF, OR ARISING OUT OF CLAIMS BY THIRD PARTIES THAT THE SOFTWARE INFRINGES SUCH THIRD PARTY RIGHT AS A RESULT OF: 1. CHANGES MADE TO THE SOFTWARE IN ACCORDANCE WITH YOUR WRITTEN SPECIFICATIONS; 2. YOUR USE OF THE SOFTWARE IN COMBINATION WITH ANY PRODUCTS NOT SUPPLIED BY OFFICE CONTROL (UK) LTD; 3. YOUR USE OF THE SOFTWARE CONTRARY TO THE DOCUMENTATION; 4. YOUR FAILURE TO USE THE MOST CURRENT VERSION OF THE SOFTWARE WITHIN A REASONABLE TIME AFTER BEING INSTRUCTED TO DO SO TO AVOID AN INFRINGEMENT CLAIM; OR 5. YOU MODIFYING OR ALTERING THE SOFTWARE IN ANYWAY.
XIV. INDEMNITY OF LICENSEE
EXCEPT TO THE EXTENT THAT YOU ARE REQUIRED TO INDEMNIFY OFFICE CONTROL (UK) LTD IN ACCORDANCE WITH SECTION XIII, OFFICE CONTROL (UK) LTD AGREES TO INDEMNIFY YOU FROM AND AGAINST ANY AND ALL CLAIMS, PROCEEDINGS, ACTIONS OR DEMANDS WHICH MAY BE BROUGHT AGAINST YOU, AND AGREE TO INDEMNIFY AND HOLD YOU HARMLESS FROM AND AGAINST, ANY LOSSES, REAL OR PERCEIVED, THAT OCCUR, OR THAT YOU MAY SUFFER, SUSTAIN OR INCUR, AS A RESULT OF, OR ARISING OUT OF ANY PROVEN INFRINGEMENT OF ANY U.S. OR CANADIAN PATENTS, TRADE-MARKS, TRADE SECRETS, COPYRIGHTS, OR OTHER INTELLECTUAL PROPERTY RIGHTS RELATING TO THE SOFTWARE. OFFICE CONTROL (UK) LTD WILL HAVE SOLE CONTROL OF THE DEFENSE OF ANY SUCH INFRINGEMENT CLAIMS.
If it is finally held by a court of competent jurisdiction that OFFICE CONTROL (UK) LTD must indemnify you pursuant to this Section XII, or if OFFICE CONTROL (UK) LTD, in its sole discretion and at any time, determines that the Software infringes a third party right, then OFFICE CONTROL (UK) LTD, at no additional cost to the Licensee, will either (a) replace the affected Software with compatible, substantially functionally equivalent and non-infringing Software; (b) modify the Software to avoid the infringement while maintaining functional equivalency; (c) obtain a license to continue use of the affected Software for the term of this Agreement and pay any additional fee required for such license; or (d) if none of the foregoing alternatives are practical even after OFFICE CONTROL (UK) LTD's reasonable commercial efforts, reimburse Licensee for the pro-rated portion of the License Fees paid for the infringing Software on a sixty (60) month depreciation basis to the extent of Licensee's direct damages and release Licensee from the obligation to pay any payments thereafter due under this Agreement.
XV. TERM AND TERMINATION
This Agreement is effective for the Term. OFFICE CONTROL (UK) LTD may terminate this Agreement and the rights granted under it if:
1. OFFICE CONTROL (UK) LTD has not received your order for the Software either directly through one of the order methods offered by OFFICE CONTROL (UK) LTD or through a Re-Seller in accordance with this Agreement; or
2. OFFICE CONTROL (UK) LTD has not been paid in full for the License Fees due under this Agreement on or before the expiry of the 30 Day Period.
If this Agreement is terminated pursuant to Sections XV (1) or (2) above, any active Licenses shall automatically become inoperable and the Software will automatically become unusable. This Agreement shall terminate immediately if the Licensee becomes bankrupt or insolvent, or if you fail to comply with any term, condition or provision of this Agreement. Immediately upon termination, you agree to cease all use of the Software, delete all Licenses and destroy the Software and all copies thereof, and all other tangible items and materials in your possession, power, or control embodying or pertaining to the Software, including all of its component parts and confirm the same in writing to OFFICE CONTROL (UK) LTD. Your obligations in Sections IV, XIII and X, shall survive termination of this Agreement.
Failure or neglect by either party to enforce at any time any provision of this Agreement will not be deemed a waiver of that or future enforcement of that or any other provision.
XVII. APPLICABLE LAW
This Agreement shall be subject to, construed by and enforced in accordance with English law, and the parties do hereby irrevocably submit to the jurisdiction of the courts in England for all matters arising out of or in connection with this Agreement.
XVIII. ENTIRE AGREEMENT
This Agreement constitutes the complete and exclusive statement of agreement between you and OFFICE CONTROL (UK) LTD, and supersedes all prior representations and understandings, oral or written, and all other communications between you and OFFICE CONTROL (UK) LTD relating to the subject matter of this Agreement. This Agreement may be modified only by written amendment executed by both you and OFFICE CONTROL (UK) LTD.