UA Office Link Software License Agreement

Software License Agreement

Rensen Information Services Limited ("RIS") grants you (the "Licensee") a non-exclusive license to use the UA Office Link software ("Licensed Software") based on the following terms and conditions ("Agreement"):

1.    Definitions

(a)    "Intellectual Property" includes any right to, and any interest in, any patent, design, trade mark, trade name and all goodwill rights associated with such works, copyright, database right, trade secret and any other proprietary right or form of intellectual property (protectable by registration or not) in respect of any know-how, technology, concept, idea, data, program or other software (including in source and object codes), specification, formula, drawing, program, design, system, process, logo, mark, style or other thing, conceived, used, developed or produced by any person;

(b)     "Revision" means modifications to the Licensed Software in the nature of improvements made to correct program faults or other defects;

(c)    "User" means the Licensee who installs and uses the Licensed Software;

(d)    "Purchaser" means the Licensee who purchases a software license for the Licensed Software from RIS;

(e)    “Commercial Use” means any use of the Licensed Software by an organization or an individual with the objective of deriving direct or indirect commercial advantage or monetary compensation from its use; this includes, but is not limited to, the use of the Licensed Software for data collection to gain knowledge about business operations, and the use of the Licensed Software to control business processes.

2.    License conditions

The Licensee may elect to use the software under one of the following license conditions.

2.1    Personal Use License – If the Licensee elects to use the Licensed Software under the Personal Use License option, then Commercial Use is not permitted, and the Licensee must not use the Licensed Software within or on behalf of an organization or in a self-employed capacity. Clauses 2.3 and 3 to 11 also apply.

2.1    Evaluation or Trial License - If the Licensee elects to use the Licensed Software under the Evaluation or Trial License option, then the Licensee must use the Licensed Software for testing and evaluation purposes only, for a maximum duration of 30 days, unless otherwise permitted by RIS. Clauses 2.3 and 3 to 11 also apply.

2.2    Perpetual License – If RIS has issued a perpetual license for the Licensee, then the Licensee may elect to use the Perpetual License option and must install and use the Licensed Software on a single computer or cluster node (virtual or physical) only. For other computers or cluster nodes, additional perpetual licenses must be obtained from RIS. Clauses 2.3 and 3 to 11 also apply.

2.3     The Licensee is responsible for downloading and installing the Licensed Software and RIS will not be liable for any direct, indirect, or consequential loss resulting due to the downloading and installation of any Licensed Software.

3.    Intellectual Property Rights

3.1    The Licensee acknowledges that RIS is and shall remain the sole owner of all Intellectual Property rights in the Licensed Software and all and any Revisions.

3.2    The Licensee must not alter, remove, or tamper with copyright notice or other proprietary notice, or other means of identification used on or in relation to the Licensed Software.

3.3    The Licensee shall not reverse assemble or reverse compile or directly or indirectly allow or cause any third party to reverse assemble or reverse compile the whole or any part of the Licensed Software.

3.4    The Licensee must not modify or enhance the Licensed Software. If this clause is breached, all and any resulting modifications or alterations of the Licensed Software shall remain the property of RIS in all respects. Specifically, the Licensee shall if required by law to affect the ownership provisions in this clause, assign to RIS all Intellectual Property rights arising out of any copies or modifications of, or alterations to the Licensed Software. The Licensee hereby grants an irrevocable power of attorney to RIS to execute any instruments required to achieve the ownership provided for under this clause, for and on behalf of the Licensee, should the Licensee fail to do so. 

3.5     The Licensee must not do or authorize any third party to do any act which would or might invalidate or be inconsistent with any Intellectual Property of RIS and will not omit or authorize any third party to omit to do any act which, by its omission, would have that effect.

3.6    The Licensee must notify RIS of any actual, threatened, or suspected infringement of any Intellectual Property rights and of any claim by any third party that any use of the Licensed Software infringes any rights of any other person as soon as that infringement or claim comes to the Licensee's notice. The Licensee will do all such things as may reasonably be required by RIS to assist RIS in pursuing or defending any proceedings in relation to any such infringement or claim.

4.    Limited Warranty

4.1    RIS warrants for a period of 90 days from issue of the license to the Licensee that the Licensed Software will operate on Microsoft Windows operating systems substantially as described in the "Online Help". 

4.2    In the event of any breach of the warranty in clause 5.1 notified to RIS within the warranty period in clause 5.1, RIS will (as the Licensee's sole remedy) provide the following support services in respect of the Licensed Software (and all and any other support services are excluded):

(a)    the solving of any reproducible problems that the Licensee has submitted in writing to RIS and that can be represented to be defects in the Licensed Software in as much as the Licensed Software fails to comply with its purpose; and

(b)     the provision of Revisions where that is for the purpose of correcting errors in the Licensed Software but not otherwise.

(c) If a warranty claim cannot be resolved then the Licensee is entitled to a full refund, the license is terminated, and the Licensee must cease all use of the Licensed Software.

4.3     RIS is under no obligation under this Agreement to provide updates or new releases in respect of the Licensed Software. 

5.    Limitation of liability

5.1    Any expressed or implied warranties, including, but not limited to, the implied warranties of fitness for a particular purpose are disclaimed. To the maximum extent of the applicable law, in no event shall RIS be liable for any direct, indirect, incidental, special, exemplary, consequential or other damages (including, without limitation, damages for loss of business profit, business interruption, loss of business information, or any other loss) however caused arising in any way out of the use of the Licensed Software, even if RIS has been advised of the possibility of such damage. If liability may not be excluded, then, to the maximum extent of the applicable law, such liability is limited to the price paid for the Licensed Software by the Purchaser.

6.    Termination

6.1     RIS may terminate this Agreement immediately, without notice in writing being given to the Licensee, if any of the terms and conditions of this Agreement are breached. If the Licensee is in breach of a term of this Agreement, RIS may at its discretion allow the Licensee thirty (30) days in which to remedy the breach.

6.2     Upon termination, RIS may in addition to any other remedies provided by law:

(a)     require the Licensee to remove the Licensed Software from the computer or site upon which the Licensed Software has been downloaded and installed; 

(b)    retain any funds paid by the Licensee for the Licensed Software; and

(c)     be discharged from any further obligations under this Agreement.

7.    Assignment

The Licensee may not assign or transfer any rights under this Agreement to any person or organization (except as provided under clause 2.1) nor may the Licensee, rent, lease, or lend all or parts of the Licensed Software. 

8.    Force Majeure

RIS' obligations shall be suspended for such time as any event occurs which is beyond the control of RIS and which prevents or inhibits its performance under this Agreement and may terminate this Agreement should such event continue for a period of more than 30 days.

9.    Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior representations, agreements, statements, understandings whether verbal or in writing.

10.    Severability 

If any provision of this Agreement is held to be invalid, unenforceable, or illegal for any reason, the Agreement shall remain otherwise in full force apart from such provisions which shall be deemed severed.

11.    Governing Law 

11.1     This Agreement will be governed by and construed according to the law of New Zealand and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand.