nBill – END USER LICENSE AGREEMENT

 

WARNING. BEFORE PROCEEDING PLEASE READ THE TERMS OF THIS LICENCE AGREEMENT CAREFULLY. YOU MAY OBTAIN A COPY OF THIS SOFTWARE PRODUCT EITHER BY DOWNLOADING IT REMOTELY FROM OUR SERVER OR BY COPYING IT FROM AN AUTHORISED DISKETTE, CD-ROM OR OTHER MEDIUM ("THE MEDIUM"). ALL INTELLECTUAL PROPERTY RIGHTS IN THE PROGRAMS AND DATA WHICH CONSTITUTE THIS SOFTWARE PRODUCT ("THE MATERIALS") ARE AND REMAIN THE PROPERTY OF THE LICENSOR. YOU ARE LICENSED TO USE THE SOFTWARE ON THE CONDITION THAT YOU ACCEPT ALL THE TERMS CONTAINED IN THIS LICENCE AGREEMENT.

 

BY ENTERING A LICENSE KEY YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE TERMS OF THIS LICENCE AGREEMENT. SUCH ACCEPTANCE IS EITHER ON YOUR OWN BEHALF OR ON BEHALF OF ANY CORPORATE ENTITY WHICH EMPLOYS YOU OR WHICH YOU REPRESENT ("CORPORATE LICENSEE"). IF YOU DO NOT ACCEPT THESE TERMS, YOU SHOULD NOT ENTER A LICENSE KEY, DELETE THE MATERIALS FROM YOUR COMPUTER AND, WITHIN 14 DAYS OF RECEIPT, RETURN THE MEDIUM AND ALL ITEMS FORMING PART OF THE SOFTWARE PRODUCT TO THE LICENSOR OR A LICENSED RESELLER WITH PROOF OF PURCHASE FOR A FULL REFUND AND ALL COSTS OF POSTAGE AND PACKING (IF APPLICABLE).

THE TERMS OF A LICENCE AGREEMENT ACCOMPANYING A PARTICULAR SOFTWARE PRODUCT UPON INSTALLATION OR DOWNLOAD OF THE SOFTWARE SHALL SUPERSEDE THE TERMS BELOW.

1          DEFINITIONS

 

            "The Licensor" means NETSHINE SOFTWARE LIMITED and ENCKE TECHNOLOGIES SRL.

 

            "You" means the reader and any Corporate Licensee (the licensee).

 

2          GRANT OF LICENCE

 

            Provided that you have paid the applicable licence fee, the Licensor grants to you a limited, non-exclusive licence to use the Materials providing the use falls within the permitted use set out below and for no other purpose. Your licence does not permit you to sub-license. If you have signed up for a free trial, the Licensor grants to you a limited, non-exculsive license to use the Materials for a period of 35 days only, providing the use falls within the permitted use set out below and for no other purpose. Your license does not permit you to sub-license. By taking out a free trial or purchasing the software, you are agreeing to receive a limited number of follow up e-mails and/or an occasional newsletter. You can unsubscribe from receiving further follow up e-mails by using the unsubscribe link provided in the email.

 

3          PERMITTED USE

 

3.1        A Single Website Licence authorises you to use the Materials on a single website on a single internet domain which is under your control and accessible on the world wide web, and on an unlimited number of test websites which are not available on the world wide web, and are run exclusively on a local web server running as ‘localhost’. To use the software on more than a single internet domain or website on the internet requires an appropriate separate license key for each domain or website.

 

3.2        A Domain-Wide Licence authorises you to use the Materials on any number of websites on a single internet domain which is under your control and accessible on the world wide web, and on an unlimited number of test websites which are not available on the world wide web, and are run exclusively on a local web server running as ‘localhost’. To use the software on more than a single internet domain on the internet requires an appropriate separate license key for each domain.

 

3.3        You may make copies of the Materials for backup, archival and other security purposes provided that all copyright notices and any other proprietary notices specified on the Materials are reproduced on any such copies or partial copies.

 

4          RESTRICTIONS ON USE

 

You may not, nor permit others to:

 

4.1        use, copy, modify or transfer the Materials (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;

 

4.2        create derivative works based upon the Materials;

 

4.3        translate, disassemble, decompile, reverse engineer or modify the Materials;

 

4.4        delete, vary or obscure any proprietary notices on or in the Materials.

 

You may:

 

4.5        customise, or request a web developer to customise any unencoded files to suit your needs, for your own use only (or for the use of your customer if you are a web developer), as long as you do not re-distribute any of the existing code, and do not attempt to modify any of the encoded files in any way.

 

5          UNDERTAKINGS

 

5.1        You undertake to ensure that any third party is made aware of the terms of this Licence Agreement before using the Materials.

 

5.2        You undertake to hold all data (including object and source codes), drawings, specifications, software listings and all other information relating to the Software, confidential and not at any time disclose the same, during this licence or after its expiry or whether directly or indirectly, to any third party without our consent.

 

6          OWNERSHIP

 

The Licensor retains ownership of the Materials and related documentation and all copies of the Materials at all times, which are copyright works and are also protected under applicable database laws.

 

7          LIMITED WARRANTY

 

7.1        Subject to the limitations and exclusions of liability set out below, the Licensor warrants that for a period of 30 days from the date of delivery of the Materials (the "Warranty Period"), the Medium on which the Materials are recorded will be free from material defects under normal use and the copy of the Materials in the package will materially conform to the documentation that accompanies it.

 

7.2        The Licensor will also indemnify you for personal injury or death directly resulting from any defect in its products or the negligence of its employees.

 

7.3        The Licensor shall not be liable under the warranties given in clause 7.1 above if the Materials fail to conform to the said warranty because of any corruption, abuse or incorrect use of the Materials (including use of the Materials with equipment or other software which is incompatible) or because of any variation, modification or addition to the Materials not performed by the Licensor.

 

8          DISCLAIMER

 

            All other guarantees, representations and warranties of any kind, whether express or implied, including, without limitation, the implied warranties of satisfactory quality, merchantability and fitness for a particular purpose or ability to achieve a particular result are hereby excluded, so far as such exclusion or disclaimer is permitted under the applicable law. You assume the entire risk as to the quality and performance of the Materials. Should the Materials prove defective, you (and not the Licensor nor any licensed reseller) assume the entire cost of all necessary servicing, repair or correction. The Licensor does not warrant that the Materials will meet your requirements or that its operation will be uninterrupted or error free. This Licence Agreement does not affect your statutory rights.

 

9          LIMITATION OF LIABILITY

 

If the Medium or the Materials fail to conform to the warranties set out in clause 7.1 above you may, as your sole and exclusive remedy, obtain a replacement if you return the Materials to the Licensor or to your supplier during the Warranty Period with a dated proof of purchase. If, during the Warranty Period, the Licensor is unable to deliver a replacement which is free of material defects, you may terminate this Licence Agreement by returning the Materials to the Licensor or your supplier and any money you paid for the Materials will be refunded, along with the cost of postage and packing.

 

10         EXCLUSION OF LIABILITY

 

10.1      In no event shall the Licensor be liable to you for any damages, including loss of business, loss of opportunity, loss of data, loss of profits or for any other indirect or consequential loss or damage whatsoever arising out of the use of or inability to use the Materials, even if the Licensor has been made aware of the possibility of such damages.

 

10.2      Nothing in this Licence Agreement shall exclude or limit the liability of the Licensor for fraudulent misrepresentation or for death or personal injury resulting from the negligence of the Licensor.

 

11         TERMINATION

 

11.1      This Licence Agreement will terminate automatically if you breach of any of its terms or if you destroy the Materials and any copies or return the Materials to the Licensor or your supplier voluntarily.

 

11.2      Upon termination all rights you have to use the Materials will cease and you must destroy or delete the Materials and all copies from all storage media in your control.

 

12         SEVERABILITY

 

            If any provision of this Licence Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Licence Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

 

13         ENTIRE AGREEMENT

 

This Licence Agreement contains the entire Agreement between us relating to the subject matter and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to that subject matter.

 

14         GOVERNING LAW AND JURISDICTION

 

This agreement shall be governed by and construed in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.