FAB SMS Addin for Microsoft Outlook distribution permissions and end-user license agreement
Outlook SMS COM Addin (BETA)
IMPORTANT - READ CAREFULLY: This FAB IT Solutions (FAB) End-User License Agreement ("EULA") is a legal agreement between you (either an individual or single entity) and FAB IT Solutions Ltd for the FAB software product identified above, which includes computer software and may include associated media, printed materials and "online" or electronic documentation ("SOFTWARE PRODUCT"). The SOFTWARE PRODUCT also includes any updates and supplements to the original SOFTWARE PRODUCT that is associated with a separate end-user license agreement is licensed to you under the terms of that license agreement. By installing, copying, downloading, accessing or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or use the SOFTWARE PRODUCT.
This Trial License Agreement is entered into for the sole purpose of allowing YOU to evaluate FAB IT Solutions` SOFTWARE PRODUCT and accompanying Documentation (collectively, the "Trial System"). FAB hereby grants to YOU a non-exclusive, non-transferable, revocable license to use the Trial System, including any modified or enhanced versions thereof provided to YOU by FAB, at no cost, for a 30-day trial period beginning on installation of the SOFTWARE PRODUCT and ending 30 days thereafter (the "Trial Period").
2. Return of Trial System
Within 5 business days of the end of the Trial Period YOU shall return to FAB all FAB Software and Documentation included in the Trial System (or, at FAB`s sole discretion, destroy all such Software and Documentation and certify in writing to FAB that said FAB Software and Documentation have been destroyed).
3. Limited Warranty; Limitation of Liability
FAB warrants that it has the right to grant a single temporary license for the duration of the TRIAL PERIOD to YOU of use of the Trial System.
FAB MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
FAB`S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS TRIAL LICENSE AGREEMENT, THE PERFORMANCE OF THE TRIAL SYSTEM, OR FAB`S PERFORMANCE OF SERVICES, SHALL NOT EXCEED ONE POUND STIRLING (£1.00). WITHOUT REGARD TO WHETHER A CLAIM IS BASED ON CONTRACT OR TORT, INCLUDING NEGLIGENCE. IN NO EVENT SHALL FAB OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF PROFITS, DATA OR BUSINESS ARISING OUT OF OR IN CONNECTION WITH THIS TRIAL LICENSE AGREEMENT AND USE OF THE SOFTWARE PRODUCT, EVEN IF FAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4. Proprietary Rights
YOU acknowledge that FAB retains all right, title, and interest in the Trial System and in all copies thereof, and no title to the Trial System, or any intellectual property or other rights therein, are transferred to YOU by virtue of this Trial License Agreement other than as specified herein.
YOU shall not without the express prior written consent of FAB duplicate, copy or reproduce the Trial System except for use on a single computer. In the event FAB authorises YOU to make copies of the Trial System, YOU shall reproduce FAB`s copyright and other proprietary rights notices or legends on all copies thereof.
YOU agree not to cause or permit the reverse engineering, reverse assembly or reverse compilation of FAB Software, or otherwise attempt to derive source code or data definitions or database designs from the SOFTWARE PRODUCT, .
5.1 Confidential Information; YOUR Obligations
YOU acknowledge that the Trial System is unpublished and contains proprietary and confidential information of FAB, which FAB considers to constitute valuable trade secrets. In addition, YOU may also be provided with or be exposed to confidential information of third parties with which FAB conducts business. The confidential information of FAB and third parties is called collectively "Confidential Information." In recognition of the foregoing, YOU covenants and agrees:
(a) that YOU will keep and maintain all Confidential Information in strict confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure;
(b) that YOU will not, directly or indirectly, disclose any Confidential Information to any third party, except with FAB`s prior written consent;
(c) that YOU will not make use of any Confidential Information for its own purposes, such as creation of a competitive product; or for the benefit of anyone or any other entity other than FAB;
(d) that (i) on termination of discussions with FAB, or (ii) if FAB is engaged to perform services for YOU, upon completion of the engagement, or (iii) at any time FAB may so request, YOU will deliver promptly to FAB or, at FAB`s option, will destroy all memoranda, notes, records, reports, media and other documents and materials (and all copies thereof) regarding or including any Confidential Information which YOU may then possess or have under your control; and
(e) that YOU will take no action with respect to the Confidential Information that is inconsistent with its confidential and proprietary nature.
YOU shall be permitted to disclose the Confidential Information only as follows: (a) to your employees and agents ("Employees") having a need to know such information in connection with this Trial License Agreement (and in any event YOU shall be responsible for all Employees` compliance with the terms of this Trial License Agreement); and (b) if disclosure is required by law, but in such event YOU shall notify FAB in writing in advance of such disclosure, and provide FAB with copies of any related information so that FAB may take appropriate action to protect the Confidential Information.
5.2 FAB Confidential Information
For purposes of this Trial License Agreement, Confidential Information shall include, but not be limited to, all business information of FAB, including the following:
(a) all information and data related to the Software and Documentation;
(b) all information relating to FAB`s planned or existing computer systems and systems architecture, including computer hardware, computer software, source code, object code, documentation, methods of processing and operational methods;
(c) all information regarding FAB`s product strategies, customer lists, sales, profits, organisational restructuring, new business initiatives and financial information; and
(d) confidential information of third parties with whom FAB conducts business.
Notwithstanding the foregoing, Confidential Information shall not include information that (i) is or becomes generally known to the public not as a result of a disclosure by FAB, (ii) is rightfully in the possession of YOU prior to disclosure by FAB or (iii) is received by YOU in good faith and without restriction from a third party not under a confidentiality obligation to FAB and having the right to make such disclosure. YOU acknowledge that the disclosure of Confidential Information may cause irreparable injury to FAB and damages which may be difficult to ascertain. FAB shall, therefore, be entitled to injunctive relief and punitive damages upon a disclosure or threatened disclosure of any Confidential Information, without a requirement that FAB prove irreparable harm, in addition to such other remedies as may be available at law or in equity. Without limitation of the foregoing, YOU shall advise FAB immediately in the event that it learns or has reason to believe that any person or entity which has had access to Confidential Information has violated or intends to violate the terms of this Trial License Agreement.
In addition, YOU shall not release the results of any evaluation or benchmark of the Trial System to any third party without the express prior written consent of FAB.
6. Grant of License
This EULA grants you the following rights:
· Applications Software: You may install, use, access, display, run, or otherwise interact with ("RUN") one copy of the SOFTWARE PRODUCT, on a single computer, workstation, terminal, handheld PC, pager, "smart phone" or other digital electronic device ("COMPUTER") for the purposes of evaluation only.
· Separation of Components: The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use on more than one COMPUTER.
· Application Sharing: You may not RUN the SOFTWARE PRODUCT by products that enable applications to be shared between two or more COMPUTERS, even if the SOFTWARE PRODUCT is installed on only one COMPUTER.
· Reservation of Rights: All rights not expressly granted are reserved by FAB.
FAB may terminate this Trial License Agreement at any time with or without cause by giving written notice of termination to YOU, effective on YOUR receipt thereof. Anything to the contrary herein notwithstanding, immediately upon such termination YOU shall return to FAB the Trial System, including all related documentation and all copies thereof.
The waiver or failure of FAB to exercise any right provided for herein shall not be deemed a waiver of any further right hereunder. The rights and remedies of FAB set forth in this Trial License Agreement are in addition to any rights or remedies FAB may otherwise have at law or in equity. If any provision of this Trial License Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
Neither party may assign its rights, duties or obligations under this Trial License Agreement without the prior written consent of the other party.
8.3 Governing Law and Jurisdiction
This Trial License Agreement and performance hereunder shall be governed by the laws of England & Wales without regard to conflicts of laws. YOU and FAB hereby agree on behalf of themselves and any person claiming by or through them that the sole jurisdiction and venue for any litigation arising from or relating to this Trial License Agreement shall be an appropriate court located in England.
All provisions hereof relating to proprietary rights, confidentiality and non-disclosure, indemnification and limitation of liability shall survive the completion of the Services or any earlier termination of this Trial License Agreement.
8.5 Entire Agreement
This Trial License Agreement constitutes the entire agreement and understanding of the parties and supersedes and merges any and all prior proposals, understandings and agreements, oral and written, between the parties concerning the subject matter hereof. This Trial License Agreement may not be modified or altered except by a written instrument duly executed by both parties.