SOFTWARE LICENSING AGREEMENT
ONE YEAR LICENSE – HOSTED ON THE PURCHASERS (“LICENSEES”) SERVER
DECLARATION
By using the Quotes Manager and all related software, components and documents (“Quotes Manager”) You acknowledge that:
a. You are aware that continuing with the use of the Quotes Manager as well as subsequent use signifies agreement to the terms of this License;
b. You have read and understand the terms of this License, or waived the opportunity to do so and/or get advice on the terms, at Your own risk;
c. if You are using the Quotes Manager for an organisation (the “Principal Organisation”):
i. You have the authority to bind the Principal Organisation to the terms of this License; and
ii. You agree to the terms of this License, in Your own right and on behalf of the Principal Organisation;
d. the computer on which the software is being used has the following minimum requirements:
i. * IBM-compatible computer, Pentium 3 processor or greater * 128 Mb RAM * MS Windows XP or Linux based C/W modern browser and a broadband or equivalent internet connection * Microsoft-compatible mouse * Desktop resolution of at least 800 x 600, 256 colours, Small Fonts
1. GENERAL
1.1 The parties to this License are Logistics Consulting (“Licensor”) and all of the following (together, “You”): the person who uses the Quotes Manager; that person’s employer if the use is carried out in the course of the person’s employment; and the Principal Organisation, if any.
1.2 This License becomes binding on all the parties as soon as the use of Quotes Manager commences, however, unless there is a dispute as to authority, the Licensor will only enforce its rights against the Principal Organisation if the user is not the only Licensee.
1.3 Logistics Consulting reserves the right at their sole discretion to accept or reject an application from a company to license the Quotes Manager for a period of one calendar year.
1.4 To register to purchase the licensed version of the Quotes Manager, a company is required to complete and submit to the Licensor, the Registration Form at the Quotes Manager Sales site detailed in the following link: http://www.quotesmanager.com/AboutTheProduct/PurchaseaLicense/tabid/99/Default.aspx and submit its application electronically to the Licensor. Upon receipt of the duly completed Registration Form, the Licensor will send to You at Your e-mail address, a Validation Form to enable You to proceed to purchase the licensed version of the Quotes Manager.
2. LICENCE
2.1 The Licensor hereby grants to You a license to use Quotes Manager (this “License”) such that You may:
a. access Quotes Manager remotely without a separate License for the remote access point;
b. use the Quotes Manager for the duration specified in the licensing agreement, after registration has been accepted and payment received by the Licensor;
2.2 You may not, without the express written permission of the Licensor:
a. reproduce Quotes Manager in any way, shape or form, except as envisaged by the Licensor itself or this License;
b. alter Quotes Manager except as permitted by the normal operation of Quotes Manager;
c. produce or manufacture or commission the manufacture or production of, any product or process that is similar to Quotes Manager;
d. make any copies of the program, Quotes Manager manual(s) or any written material provided by the Licensor;
e. loan, rent, lease, or sell Quotes Manager material or programs containing Quotes Manager to a third party except as part of a transfer or other use expressly permitted by this License;
f. reverse engineer, decompile or disassemble any Quotes Manager programs or any part thereof;
g. transfer this License to a third party unless You first receive the written consent of the Licensor, the third party agrees to a License in the same terms as this License and the third party pays the required License transfer fee, and You delete all copies of Quotes Manager; or
h. carry on or be concerned or interested in any business (whether alone; or jointly with or as a director, consultant, manager, servant, agent, or partner of any person, firm, or corporation; or with their respective employees, servants, or agents; or as the trustee or beneficiary of any trust; or otherwise by any means whatsoever) that does any of the things specified in paragraphs above in this clause 2.2.
2.3 All rights not expressly granted to the user of Quotes Manager under this License are expressly reserved to the Licensor.
3. MAINTENANCE AND SUPPORT OF QUOTES MANAGER
3.1 During the term of this License, the Licensor may provide You with minor enhancements, minor upgrades and bug fixes from time to time via the website at www.quotesmanager.com, but does not contract to supply You with new versions of Quotes Manager.
3.2 At the Licensor’s sole discretion prior to registration the Licensor may, and after registration, the Licensor shall, in good faith, supply to You:
a. free website support at www.quotesmanager.com;
b. limited on-line contact with the Licensor via www.quotesmanager.com, with the Licensor reserving the right to advise You that its support requirements go beyond that which can be provided free of charge and charge for support at an agreed rate;
c. electronic operating manuals relating to Quotes Manager, to ensure the full exploitation of the License granted under this License; and
d. details of all improvements and other developments in Quotes Manager hereafter produced or owned by the Licensor which can be downloaded from www.quotesmanager.com
3.3 It is Your responsibility to put in place the necessary administrative policies and procedures to ensure the safe and effective use of Quotes Manager. These policies and procedures should reflect common best practices for this type of information technology. This includes, but is not limited to the following:
a. Security – The Licensor is not responsible for safeguarding the security of data within the Quotes Manager on the Licensees managed server.
b. Data Backup – It is recommended that You backup data specific to your hosted version of the Quotes Manager on a regular basis to ensure against data loss. The Licensor accepts no responsibility for any loss whatsoever.
c. Passwords etc. – The Licensor may provide codes and passwords in the course of business dealings with You (License codes, Licensee codes, passwords). It is Your responsibility to keep these references in safe custody.
3.4 The Licensor will not modify Quotes Manager to comply with the specific requirements of the Licensee unless it believes that there is sufficient business merit. The Licensor may develop customised versions of Quotes Manager for You but this will be undertaken pursuant to a separately negotiated and priced contract.
3.5 Quotes Manager must be used as intended, where this is generally specified in the documentation supplied with Quotes Manager.
4. LIMITED WARRANTY
4.1 The Licensor hereby represents, warrants and undertakes to You that:
a. it shall make available to You any minor enhancements, minor updates or bug fixes for Quotes Manager that are produced by the Licensor during the term of this License;
b. the Licensor has full right and title to grant this License and neither the entering of this License nor the performance by the Licensor of its obligations will cause it to be in breach of any License to which it is a party or is subject;
c. the use by You of Quotes Manager shall not infringe any copyright, trademark, registered design, or similar or other intellectual property rights of any third party, nor give rise to payment by You of any royalty to any third party or to any liability to pay compensation to a third party.
4.2 You acknowledge that:
a. the acknowledgments in the declaration at the beginning of this License are correct;
b. no promise, representation or warranty or undertaking has been made or given by the Licensor, or any person or company on its behalf, in relation to the profitability of, or any other consequences or benefits to be obtained from the delivery or use of Quotes Manager or any accompanying manuals, and written materials, other than those advised by the Licensor at www.quotesmanager.com, and acknowledged by the Licensor before installing Quotes Manager;
c. You are not entitled to rely on any representations unless they are acknowledged by return e-mail by the Licensor;
d. no other representations have been made or relied on by You; and
e. the entire risk as to the quality, performance and suitability of Quotes Manager is borne by You, and it is Your responsibility to thoroughly test and evaluate Quotes Manager at all stages of operation before registering Quotes Manager and paying the License fee.
4.3 Subject to clause 4.2, You acknowledge that:
a. You have used the 30 day Pilot Programme to assess the suitability of Quotes Manager;
b. You are satisfied with the functionality of Quotes Manager; and
c. if You choose to register Quotes Manager and pay the License fee, You have relied upon Your own skill and judgment in doing so.
4.4 The Licensor cannot and does not warrant that Quotes Manager is suitable for all localities in the world. It is Your responsibility to ensure that Quotes Manager is suitable for the locality in which it will be used.
4.5 The Licensor cannot and does not warrant that Quotes Manager is totally error free or that Quotes Manager programs may not, in some circumstances, fail to function. If Quotes Manager contains errors or Quotes Manager programs fail to function, the Licensor will Endeavour to remedy the defects in subsequent upgrades.
4.6 To the full extent permitted by the laws applicable to this License, any conditions or warranties imposed by such laws are hereby excluded. Insofar as liability under or pursuant to any legislation may not be excluded, such liability is limited to replacement of Quotes Manager or correction of the defects in Quotes Manager material.
4.7 Except to the extent provided above, under no circumstances shall the Licensor or any agent, related company or related person be liable for any loss, damage or injury (including without limitation any loss of profit, indirect, consequential or incidental loss, damage or injury) arising from the supply or use of Quotes Manager programs and any accompanying materials or any failure by the Licensor or any related company to perform any obligation or observe any terms of this License.
4.8 The warranties given by the Licensor will not apply if the Licensor is not responsible for the problem, for example, if the problems results from:
a. an unauthorised modification made to Quotes Manager by You or any other party;
b. the media (where applicable) being subjected to accident, abuse, or improper use; or
c. being used on or in conjunction with hardware or software other than the hardware and software described in clause (d) of the declaration at the beginning of this License.
5. TERMINATION
5.1 This License shall immediately terminate if You use Quotes Manager otherwise than in accordance with this License or otherwise breach this License.
5.2 Upon termination, You shall forthwith destroy or remove all copies of Quotes Manager material from any backup medium on which it has been stored.
6. GENERAL
6.1 This License embodies all the terms that are binding between the parties, and replaces all previous representations and proposals not embodied herein.
6.2 This License shall be governed by the laws of Queensland and shall be deemed to have been made in Queensland. Any proceedings arising out of or in connection with this License may be brought in any court of competent jurisdiction in Queensland.
6.3 If any provision of this License is held by a court to be unlawful, invalid, unenforceable or in conflict with any rule of law, statute, ordinance or regulation, the validity and enforceability of the remaining provisions shall not be affected.