Terms and conditions

YOU MUST ACCEPT THESE CONDITIONS TO INSTALL, USE, DISTRIBUTE OR RESELL THE SOFTWARE. IF YOU DO NOT AGREE TO THESE CONDITIONS, YOU MUST NOT USE, INSTALL, RE-SELL, OR DISTRIBUTE THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS BELOW, PLEASE RETURN THE SOFTWARE TO THE PLACE OF PURCHASE WITHIN 30 DAYS FOR A REFUND.

SOFTWARE LICENSE AGREEMENT

1. The Vendor makes no representations or warranties about the suitability of the software or services, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The Vendor shall not be liable for any damages suffered by licensee, or client as a result of using, or modifying this software, products, services or its derivatives. You may have other rights that vary from state/jurisdiction to state/jurisdiction. Where legislation provides for warranty, The Vendor provides limited warranty as provided below.

2. These software and services are not designed or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the software could lead directly to death, personal injury, or severe physical or environmental or financial damage ("high risk activities").

3. The Vendor specifically disclaims any express or implied warranty of fitness of this software. You are required to evaluate the freely available versions to determine it's suitability to your needs before buying it. You may have other rights that vary from state/jurisdiction to state/jurisdiction. Where legislation provides for warranty, The Vendor provides limited warranty as provided below.

4. The Vendor reserves the right to change any details on this document, manuals, or on the software without notice, and discontinue or withdraw from sale any service or product, without prior notice.

5. All rights, including but not limited to, title and ownership on all software produced by The Vendor, and distributed under this Agreement remains with The Vendor. Some software modules are owned by the respective software's owner, and remains with them. The only right transferred in this sale is a nonexclusive right to use the software. Usage of the software is governed by the 'like a book' agreement. This means only one copy of the software may be used at any one time, exactly like a book. Further, each store or catalogue deployed using the software requires one license. Each machine the software runs on is required to have a corresponding license.

6. You are entitled to use this product for your own use, but may not (except for backup) make reproductions of the software or manual. You may not sell or transfer reproductions of the software or manual to other parties in any way, nor rent nor lease the product to others without prior written permission from The Vendor. You may use one copy of the product on a single computer. You may not reverse engineer, disassemble or translate the product.

7. Submissions. Should Licensee decide to transmit to Vendor via email, phone, by website or by any other means or media, information (including, without limitation, ideas, concepts or techniques for new or improved services and products), whether as information, feedback, data, questions, comments, suggestions or the like, Licensee agrees such submissions are unrestricted and shall be deemed non-confidential and Licensee automatically grants the Vendor and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, display and perform the same without any form of acknowledgement or compensation. The Licensee also waives their moral rights to such submissions.

8. LIMITED EXPRESS WARRANTY. The Vendor warrants that the software will perform substantially in accordance with the accompanying samples demos (as shown in the evaluation version) for a period of 30 days from the date of receipt; and;

9. CUSTOMER REMEDIES. To the maximum extent permitted under applicable law, The Vendor's entire liability and your exclusive remedy under this warranty is, at The Vendor's option, either (a) return of the price paid; or (b) repair or replacement of the software which does not meet this warranty and which is returned to The Vendor with a copy of your receipt. This warranty is void if failure of the software as resulted from accident, abuse or misapplication. Any replacement software will be warranted for the remainder of the original warranty period for 30 days, or whichever is longer.

10. LIMITATION OF LIABILITY. To the maximum extent permitted under applicable law, any conditions or implied by law are hereby excluded. Consumers may nevertheless have the benefit of certain rights or remedies pursuant to the trade practices act and similar state and territory laws in Australian or the consumers guarantees act in New Zealand, in respect of which liability may not be excluded. Insofar as such liability may not be excluded, then to the maximum extent permitted by law, such liability is limited, at The Vendor's exclusive option, to either (a) return of the price paid; (b) replacement of the software; or (c) correction of defects in the software.

11. EXCLUSION OF LIABILITY/DAMAGES. The following is without prejudice to any rights you may have at law which cannot legally be excluded or restricted. You acknowledge that no promise, representation, warranty or undertaking has been made or given by The Vendor to 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 the software and any accompanying The Vendor supplied written materials. You have relied upon your own skill and judgment in deciding to acquire the software. Except as and to the extent provided in this agreement neither The Vendor nor any related company will in any circumstances be liable for any other damages whatsoever (including, without limitation, damages for loss of business, business interruption, loss of business information or other indirect or consequential loss arising out of the use of the software and any accompanying written materials). The Vendor's total liability under any provision of this agreement is in any case limited to the amount actually paid by you for the software.

12. Staff. The Licensee covenants with the Vendor that in the event that the Licensee at any time during or after the terms hereof takes into employment, whether as an employee or as an independent contractor, any of the staff members currently or previously employed by the Vendor, the Licensee shall pay to the Vendor by way of introduction service fee an amount calculated to be 30% of the new annual wage of the employee or AUD $60,000 (Australian Dollars), whichever is the greater and such amount shall be due and payable as at the date of employment. This clause shall not apply where the Vendor has not employed the staff member for at least 6 months prior to being employed by the Licensee.

12. Force Majeure. Vendor is not liable for any delay or failure in performance resulting directly or indirectly from causes beyond its reasonable control, including, without limitation, failure of the Internet, computer viruses, denial of service or other malicious attacks, power failure, failure of computer, telecommunication or other equipment, strikes, labor disputes, riots, insurrections, civil disturbances, shortage of labor or materials, fires, floods, storms, explosions, act of God, war, governmental actions, orders of domestic or foreign courts, non-performance of third parties.

SERVICE, OR CONSULTING AGREEMENT

1. The software is provided 'as is' without express or implied warranties, including warranties of merchantability and fitness for a particular purpose or non-infringement. You assume all risk as to the quality and performance of the software. Should the software prove defective, you and not supplier shall assume the entire cost of all necessary servicing or repair. The Vendor does not warrant that the operation of the software will be uninterrupted or error free or that the software will meet your specific requirements.

2. The Vendor makes no representations or warranties about the suitability of the software or services, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by law. You may have different rights that vary from state/jurisdiction to state/jurisdiction. The Vendor shall not be liable for any damages suffered by licensee, or client as a result of using, or modifying this software, products, services or its derivatives.

3. These software and services are not designed or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the software or could lead directly to death, personal injury, or severe physical or environmental damage, or serious economic losses ("high risk activities").

4. The Vendor specifically disclaims any express or implied warranty of fitness of this software. It is your responsibility to evaluate the software before buying it.

5. The Vendor reserves the right to change any details on this document or on the software without notice, and discontinue or withdraw from sale any service or product, without prior notice. In no event will supplier be liable for loss of data, lost profits, cost of cover, or other special, incidental, punitive, consequential, or indirect damages arising from the use of the software or accompanying documentation, however caused and on any theory of liability. This limitation will apply even if The Vendor or an authorized distributor/agent has been advised of the possibility of such damage. In no event will The Vendor's liability exceed the amounts paid for the original pure software or service. The client or licensee acknowledges that the amounts paid by you for the software reflect this allocation of risk.

6. In the event a service is provided, such as custom software development, The Vendor does not guarantee any delivery times or schedules. The customer must acknowledge that software development could get delayed due to unforeseen reasons. If the customer requires risk management, the customer or client is required to independently insure the project against failures and delays.

7. The customer must also acknowledge that during software development some features originally proposed might not be deliverable, due to unforeseen reasons. In this event the customer must agree to still pay for the other work done, on a proportional work load and time spent basis.

8. The copyright, ownership and all rights on all software or services produced by The Vendor remains The Vendors. Some software are owned by the respective software module owner. No copyright or other rights are transferred on any sales. The only right transferred is the right to use the software. The copyright and title on all software produced by The Vendor remains with the Vendor. The Vendor reserves the right to change any details on this document or on the software without notice, and discontinue or withdraw from sale any service or product, without prior notice. No software module binary or source code should be made available to the public, other parties or resold, without written permission from The Vendor.

9. Usage of the software is governed by the 'like a book' agreement. This means only one copy of the software may be used at any one time, exactly like a book, unless you have obtained express permission in writing to such effect. You require a corresponding license for each machine you run the software on and a corresponding license for each store.

10. This limited warranty gives you specific legal rights. You and/or The Vendor may have other rights that vary from state/jurisdiction to state/jurisdiction.

RESELLER AGREEMENT

1. The Vendor grants the reseller or distributor a non-exclusive revocable right to sell the program on a fixed commission basis.

2. The Vendor grants the reseller or distributor a non-exclusive, revocable right to use the program name and such other images for which we grant express permission, solely for the purpose of identifying the reseller or distributors site as a reseller or distributor of that software. The Vendor reserves all of its' rights in the program, the message, any other images, its' trade names and trademarks and all other intellectual property rights. Either party may terminate the relationship and thereby revoke the reseller license at any time, by giving written notice.

3. Further, the reseller or distributor will indemnify and hold The Vendor harmless from all claims, damages and expenses (including, without limitation, solicitors' or attorneys' fees) relating to the development, operation, maintenance and contents of the reseller or distributor's site, content, and other sales materials.

4. The Vendor may from time to time, modify the program, and/or the functionality of the system. The reseller or distributor agrees to distribute only the latest and most up to date version of the program. The reseller or distributor will be solely responsible for the development, operation and maintenance of the reseller or distributor's materials. The reseller/distributor will be responsible for the accuracy and appropriateness of materials; for ensuring that materials posted or published do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal or proprietary rights); and for ensuring that materials posted on the site are not libelous or otherwise illegal.

5. The Vendor disclaims all liability for these matters. Further, the reseller or distributor will indemnify and hold The Vendor harmless from all claims, damages and expenses (including, without limitation, solicitors' or attorneys' fees) relating to the development, operation, maintenance and contents of the reseller or distributor's material or web site.

6. Relationship of Parties. The Vendor and the resellers and distributors are independent contractors or distributors and nothing unless explicitly specified in writing and signed by the then Managing Director of supplier, will create any partnership, joint venture, agency, sole distribution, franchise, sales representative or employment relationship between the parties. The reseller/distributor will have no authority to make or accept any offers or representations on supplier's behalf. The reseller will not make any statement, whether on the reseller's site or otherwise, that reasonably would contradict anything as stated by supplier. The Vendor may produce special tailored versions for some resellers. This does not constitute any partnership, joint venture, agency, sole distribution, franchise, sales representative or employment relationship between the parties.

7. Limitation of Liability. The Vendor will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data, arising in connection with this agreement or the program, even if The Vendor has been advised of the possibility of such damages. Further, supplier's aggregate liability arising with respect to this agreement and the program will not exceed the total commission fees paid or payable to the reseller or distributor under this agreement.

8. Disclaimers. The Vendor makes no express or implied warranties or representations with respect to the program or any copies of the software sold through the program (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing or trade usage). In addition, The Vendor makes no representation that the operation of supplier's site will be uninterrupted or error free, and The Vendor will not be liable for the consequences of any interruptions or errors.

9. Independent Investigation: The distributor or reseller acknowledges that they have read this agreement and agree to all its terms and conditions. The reseller or distributor or customer, also acknowledges that they have independently evaluated the software and did not relay on any information on suppliers web pages, brochures, or representations made by the staff of supplier. The reseller or distributor or customer acknowledges that the above sources can often be out of date because of supplier's constant policy of product improvement.

10. Any sales made without accepting these conditions are null and void, and the dealer or reseller will not be eligible for any commission. Acceptance of these conditions is mandatory before distributing, selling or acting as a dealer for this product. These terms and conditions are subject to other legal rights that you and/or The Vendor may have which vary from state/jurisdiction to state/jurisdiction.

COPYRIGHT 2007. ALL RIGHTS RESERVED.







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