ZYNK SOFTWARE LIMITED LICENCE AGREEMENT
PLEASE READ THIS CAREFULLY BEFORE CONTINUING
1 Property of the Licensor
You may obtain a copy of this software product either by downloading it from www.zynk.com or by installing it from an authorised copy distributed on CD-ROM or USB Key (“Installation Media”). The copyright, database rights and any other intellectual property rights (including, but not limited to, trade marks, patents and designs) in the programs and data which constitute the software product (the “Software”), together with the Installation Media on which they were supplied to you, are and remain the property of the Zynk Software Limited (the “Licensor”). You are licensed to use the Software only if you accept all of the terms and conditions set out below.
2 Licence Acceptance Procedure
By clicking on the “Accept” button , you indicate your acceptance of this Licence Agreement and the limited warranty and limitation of liability set out in herein. Such acceptance is either on your own behalf or on behalf of any corporate entity which employs you or which you represent (a “Corporate Licensee”). In this Licence Agreement, “you” includes both the reader and any Corporate Licensee. If you do not accept the terms and conditions of this Licence Agreement, please follow the Licence Rejection Procedure set out below.
3 Licence Rejection Procedure
3.1 If you do not accept the terms and conditions of this Licence Agreement, you should choose the “Cancel” option, delete any and all parts of the Software (including, but not limited to, setup and installation files) from your computer or device and, if you acquired the Software on Installation Media, (and in any event, within 14 days of receipt) return to the licensor or relevant software reseller:
3.1.1 the Installation Media;
3.1.2 any other items provided that are part of this product; and
3.1.3 your dated proof of purchase.
3.2 Any sums you paid to the licensor or software reseller for the Software will be refunded.
4 Other Agreements
If your use of the Software is pursuant to an executed licence agreement, such agreement shall apply instead of the following terms and conditions.
LICENCE AGREEMENT AND LIMITED WARRANTY
1 Ownership of Software and Copies
The Software and related documentation are copyrighted works of authorship, and are also protected under applicable database laws. The Licensor retains ownership of the Software, all subsequent copies of the Software and all intellectual property rights subsisting therein, regardless of the form in which the copies may exist. This Licence Agreement is not a sale of the original Software or any copies thereof.
Provided that you have paid the applicable licence fee, the Licensor grants to you a limited, non-exclusive licence to:
2.1 Install and use the Software on 1 computer(s) or device(s) owned, leased and/or controlled by you or, where relevant, any member of your corporate group, which expression includes the Corporate Licensee, the Corporate Licensee’s majority-owned subsidiaries, any parent company having a majority-owned interest in the Corporate Licensee, and such parent company’s majority-owned subsidiaries;
2.2 Make up to 1 copy of the Software for backup, archival or other security purposes.
3 Licence Restrictions
You may not use, copy, modify or transfer the Software (including any related documentation) or any copy, in whole or in part, including any print-out of all or part of any database, except as expressly provided for in this Licence Agreement. If you transfer possession of any copy of the Software to another party except as provided above, your licence is automatically terminated. You may not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Software, except as expressly permitted by the law of this Licence Agreement. You may not vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Software.
4.1 The Software is licensed only to you. You may not rent, lease, sub-licence, sell, assign, pledge, transfer or otherwise dispose of the Software, on a temporary or permanent basis, without the prior written consent of the Licensor.
You undertake to:
5.1 Use the Software only within the bounds of the terms and conditions of this Licence Agreement;
5.2 Ensure that, prior to use of the Software by your employees or agents (where relevant), all such parties are notified of the terms and conditions of this Licence Agreement; and
5.3 Reproduce and include our copyright notice (or such other party’s copyright notice as specified on the Software) on all and any copies of the Software, including any partial copies of the Software.
6 Limited Warranty
6.1 Subject to the limitations and exclusions of liability below, the Licensor warrants that (a) any Installation Media on which the Software is distributed will be free from material defects under normal use; and that (b) the copy of the Software provided to you will materially conform with the documentation that accompanies it. The warranty period is 12 months from date of purchase (the “Warranty Period”).
6.2 The Licensor will also indemnify you for personal injury or death solely and directly caused by any defect in its products or the negligence of its employees.
6.3 The Licensor shall not be liable under the said warranty above if the Software fails to operate in accordance with the said warranty as a result of any modification, variation or addition to the Software not performed by the Licensor or caused by any abuse, corruption or incorrect use of the Software, including use of the Software with equipment or other software which is incompatible.
7 No Other Warranties
The foregoing warranty is made in lieu of any other warranties, representations or guarantees of any kind, whether expressed or implied, including, but not limited to, any implied warranties of quality, merchantability, fitness for a particular purpose or ability to achieve a particular result. You assume the entire risk as to the quality and performance of the Software. The Licensor does not warrant that the Software will meet your requirements or that its operation will be uninterrupted or error free.
8 Limitation of Liability
The Licensor’s entire liability and your exclusive remedy shall be:
8.1 The replacement of any Installation Media (either with new Installation Media or with the download of the required installation and setup materials) not meeting the Licensor’s Limited Warranty and which is returned to the Licensor together with dated proof of purchase; or
8.2 If, during the Warranty Period, the Licensor is unable to deliver replacement Installation Media or to provide a suitable downloadable replacement which is free of material defects, you may terminate this Licence Agreement by returning the Software to the Licensor or to the original place of purchase and any money paid to the Licensor or (as relevant) the reseller for the Software will be refunded [,along with the cost of postage and packaging].
9 Exclusion of Liability
Except in respect of personal injury or death caused directly by the negligence of the Licensor or its employees, in no event will the Licensor be liable to you for any damages, including any lost profits, lost savings, loss of data or any indirect, special, incidental or consequential damages arising out of the use of or inability to use the Software, even if the Licensor has been advised of the possibility of such damages. Nothing in this Licence Agreement limits liability for fraudulent misrepresentation.
10 Your Statutory Rights
This Licence Agreement gives you specific legal rights and you may also have other rights that vary from country to country. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the above limitations and exclusions may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the above limitations and exclusions shall apply to the fullest extent permitted by the laws of such applicable jurisdictions. If any part of the above limitations or exclusions is held to be void or unenforceable, such part shall be deemed to be deleted from this Licence Agreement and the remainder of the limitation or exclusion shall continue in full force and effect. Any rights that you may have as a consumer (i.e. a purchaser for private as opposed to business, academic or government use) are not affected.
This Licence Agreement is effective until terminated. You may terminate it at any time by destroying the Software together with all copies in any form. It will also terminate upon conditions set out elsewhere in this Licence Agreement or if you fail to comply with any term or condition of this Licence Agreement or if you voluntarily return the Software to the Licensor. You agree upon such termination to destroy the Software together with all copies in any form.
You will comply with all applicable laws, rules, and regulations governing export of goods and information, including the laws of the countries in which the Software was created (United Kingdom). In particular, you will not export or re-export, directly or indirectly, separately or as a part of a system, the Software or other information relating thereto to any country for which an export licence or other approval is required, without first obtaining such licence or other approval.
13.1 Each party irrevocably agrees that the courts of the country of registration of the Licensor, its subsidiary office, or reseller which issues an invoice for this Software, shall have exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of or in relation to this Licence Agreement and the place of performance of this Licence Agreement shall be that country and that the laws of that country shall govern such controversy or claim.
13.2 This Licence Agreement constitutes the complete and exclusive statement of the Licence Agreement between the Licensor and you with respect to the subject matter of this Licence Agreement and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to that subject matter.
13.3 Any Clause in this Licence Agreement that is found to be invalid or unenforceable shall be deemed deleted and the remainder of this Licence Agreement shall not be affected by that deletion.
13.4 Failure or neglect by either party to exercise any of its rights or remedies under this Licence Agreement will not be construed as a waiver of that party’s rights nor in any way affect the validity of the whole or part of this Licence Agreement nor prejudice that party’s right to take subsequent action.
13.5 This Licence Agreement is personal to you and[, subject to Clause 4] you may not assign, transfer, sub-contract or otherwise part with this Licence Agreement or any right or obligation under it without the Licensor’s prior written consent.
Any questions concerning this Licence Agreement or the Software should be directed to the Licensor. Contact details are available from www.zynk.com.