Property Manager distribution permissions and end-user license agreement
1. Authority to License
EZPZ Software Limited (the "Licensor") is exclusively authorised to license the Property Manager 7 software program (the "Software") to the Licensee on the terms and subject to the conditions of this Agreement.
2. Grant of Licence
In consideration of the Licence Fee provided in Clause 4 below, the Licensor grants to the Licensee the non-exclusive licence to:
(a) load, install and use the Software on one Central Processing Unit ("CPU") and
(b) utilise the Software by copying, transmitting or loading the same onto the temporary memory (RAM) of the Licensee's System (the "System") for the processing of the System instructions or statements contained in such Software; and
(c) utilise (but not copy) the instructional and/or operational manuals relating to the Software (the "Manuals").
3. Period of Licence
This Licence shall commence on the date it shall be deemed to be accepted by the Licensee and shall continue thereafter unless and until terminated in accordance with Clause 11 below.
4. Licence Fee
Where the Licence Fee is not paid by the Licensee at the time the Software is obtained from the Licensor or its agent the Licence Fee will be payable within the number of days specified in the Licensor's invoice unless otherwise agreed in writing by the Licensor.
5. Licensee's Undertakings
The Licensee undertakes:
(a) not to copy the Software or the Manuals (other than for normal System operation and as specified in Clause 2 above) nor otherwise reproduce the same;
(b) not to translate, adapt, vary, modify the Software or the Manuals;
(c) not to disassemble, decompile or reverse engineer the Software;
(d) not to provide, lend, hire, rent, sell, transfer or otherwise make available the Software or Manuals in whole or in part in any form to any person other than the Licensee's employees; and
(e) within 14 days after the date of termination or discontinuance of this Licence for whatever reason, to return the Software and Manuals and all documentation relating thereto.
(a) The Licensee acknowledges that Software in general is not error-free and agrees that the existence of such errors shall not constitute a breach of this Licence.
(b) In the event the Licensee discovers a material error which substantially affects the Licensee's use of the Software and notifies the Licensor of the error within 90 days from the date of acceptance of this Licence (the "Warranty Period") the Licensor shall at its sole option either refund the Licence Fee or use all reasonable endeavours to correct that part of the Software which does not so comply PROVIDED THAT such non-compliance has not been caused by any modification, variation or addition to the Software not performed by the Licensor or caused by its incorrect use, abuse or corruption of the Software or by use of the Software with other software or on equipment with which it is incompatible.
(c) To the extent permitted by applicable law, the Licensor disclaims all other warranties with respect to the Software, either express or implied, including but not limited to any implied warranties of merchantability or fitness for any particular purpose.
(d) Although the Licensor does not warrant that the Software supplied hereunder shall be free from all known viruses, it has used commercially reasonable efforts to check for the most commonly known viruses prior to packaging but the Licensee is solely responsible for virus scanning the software.
7. Licensor's Liability
(a) The Licensor shall not be liable to the Licensee for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Licence, the Software, its use or otherwise, except to the extent that such liability may not be lawfully excluded under law.
(b) Notwithstanding the generality of 7(a) above, the Licensor expressly excludes liability for indirect, special, incidental or consequential loss or damage which may arise in respect of the Software, its use, the System or in respect of other equipment or property, or for loss of profit, business, revenue or goodwill or anticipated savings.
(c) In the event that any exclusion contained in this Licence shall be held to be invalid for any reason and the Licensor becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the Licence Fee.
(d) The Licensor does not exclude liability for death or personal injury to the extent only that the same arises as a result of negligence of the Licensor, its employees, agents or authorised representatives.
8. Copyright, Patents, Trademarks and other Intellectual Property Rights
The Licensee acknowledges that any and all of the copyright, trade marks, trade names, patents and other intellectual property rights subsisting in or used in the connection with the Software and the Manuals including all documentation relating thereto are and remain the sole property of the Licensor. The Licensee shall not during or at any time after the expiry or termination of this Licence in any way question or dispute the ownership by the Licensor thereof.
9. Confidential Information
(a) All information, data, drawings, specifications, documentation, software listings, source or object code which the Licensor may have imparted and may from time to time impart to the Licensee relating to the Software (other than the ideas and principles which underlie the Software) is proprietary and confidential. The Licensee hereby agrees that it shall use the same solely in accordance with the provisions of this Licence and that it shall not at any time during or after expiry or termination of this Licence, disclose the same whether directly or indirectly, to any third party without the Licensor's prior written consent.
(b) Subject only to the specific, limited provisions of Clause 5(c) above, the Licensee further agrees that it shall not itself or through any subsidiary, agent or third party use such confidential information to copy, reproduce, translate, adapt, vary, modify, decompile, disassemble or reverse engineer the Software nor shall the Licensee sell, lease, license, sub-license or otherwise deal with the Software or any part or parts or variations, modifications, copies, releases, versions or enhancements thereof or have any software or other program written or developed for itself based on any confidential information supplied to it by the Licensor.
10. Force Majeure
The Licensor shall be under no liability to the Licensee in respect of anything which apart from this provision, may constitute breach of this Licence arising by reason of Force Majeure.
(a) The Licensor may by notice in writing to the Licensee terminate this Licence if the Licensee is in breach of any term, condition or provision of this Licence or required by the applicable law and fails to remedy such breach (if capable of remedy) within 30 days of having received written notice from the Licensor specifying such breach.
(b) Upon termination, the Licensee shall pay to the Licensor all costs and expenses, including legal or other fees incurred and all arrears of fees, charges or other payments arising in respects of the Software, this Licence or otherwise and shall comply with its undertaking specified in Clause 5(e) above.
(c) Termination, howsoever or whenever occasioned shall be subject to any rights and remedies the Licensor may have under this Licence or under the applicable law.
The Licensee shall not assign or otherwise transfer all or any part of the Software or the Manuals or this Licence without the prior written consent of the Licensor.
Failure or neglect by either party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of the party's rights hereunder nor in any way affect the validity of the whole or any part of this Licence nor prejudice that party's rights to take subsequent action.
In the event that any of these terms and conditions or provisions shall be determined by any competent authority to be invalid, unlawful, or unenforceable to any extent, such term, condition or provision to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
The parties agree that the Licence shall be construed in accordance with English Law and the parties submit to the jurisdiction of the English Courts.
The customer acknowledges that (s)he has read this Licence and limited warranty, understands them, and agrees to be bound by their terms and conditions. (S)he also agrees that the Licence and limited warranty are the complete and exclusive statement of agreement between the parties and supersede all proposals or prior agreements, oral or written, and any other communications between their terms and conditions. (S)he also agrees that the Licence and limited warranty are the complete and exclusive statement of agreement between the parties and supersede all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of the Licence or the limited warranty.