Rensen Information Services Limited (“RIS”) grants you (the “Licensee”) a non-exclusive license to use the OPC Office Link software (“Licensed Software”) on the basis of the following terms and conditions (“Agreement”):
(a) “Intellectual Property” includes any right to, and any interest in, any patent, design, trade mark, trade name and all goodwill rights associated with such works, copyright, database right, trade secret and any other proprietary right or form of intellectual property (protectable by registration or not) in respect of any know-how, technology, concept, idea, data, program or other software (including in source and object codes), specification, formula, drawing, program, design, system, process, logo, mark, style or other thing, conceived, used, developed or produced by any person;
(b) “License Key” means a key code which can be used to enable the full functionality of the Licensed Software by entering the code in the “About” box of the Licensed Software;
(c) “Revision” means modifications to the Licensed Software in the nature of improvements made to correct program faults or other defects;
(d) “User” means the Licensee who installs and uses the Licensed Software;
(e) “Purchaser” means the Licensee who purchases a software license for the Licensed Software from RIS;
2. License Key
2.1 RIS provides the Licensee with a License Key following payment using the payment details provided by the Purchaser. If Purchaser and User are not the same person or organization, the Purchaser must ensure that the User receives the License Key and the Agreement text unmodified, stating that the software license under this Agreement is being transferred to the User; the Purchaser must not copy or disclose the License Key to any other person or organization and must not keep the License Key or use the License Key and the Licensed Software and transfers all rights to use the Licensed Software to the User.
2.2 The User must not under any circumstances allow the License Key to be used for any software provided by RIS other than the Licensed Software. The User shall not copy or disclose the License Key to any other person and may not transfer the rights to use the Licensed Software to any other person or organization.
3. License conditions
3.1 The Licensee may use the Licensed Software for testing and evaluation purposes only, and a License Key must not be entered for this purpose, unless a license and a License Key have been issued for the Licensee by RIS.
3.2 Single License – If issued with a single license, the Licensee must use the License Key for installation, access and use of the Licensed Software on a single computer (virtual or physical) or terminal only. For other computers or terminals, additional licenses and License Keys must be obtained from RIS.
3.3 Site License – If issued with a site license, the Licensee must use the License Key for installation, access and use of the Licensed Software on computers (virtual or physical) or terminals belonging to the Licensee situated at the same physical address only. For other computers or terminals, additional licenses and License Keys must be obtained from RIS.
3.4 The Licensee is responsible for downloading and installing the Licensed Software and RIS will not be liable for any direct, indirect or consequential loss resulting due to the downloading and installation of any Licensed Software.
4. Intellectual Property Rights
4.1 The Licensee acknowledges that RIS is and shall remain the sole owner of all Intellectual Property rights in the Licensed Software and all and any Revisions.
4.2 The Licensee must not alter, remove or tamper with copyright notice or other proprietary notice, or other means of identification used on or in relation to the Licensed Software.
4.3 The Licensee shall not reverse assemble or reverse compile or directly or indirectly allow or cause any third party to reverse assemble or reverse compile the whole or any part of the Licensed Software.
4.4 The Licensee must not modify or enhance the Licensed Software. If this clause is breached all and any resulting modifications or alterations of the Licensed Software shall remain the property of RIS in all respects. Specifically, the Licensee shall if required by law to effect the ownership provisions in this clause, assign to RIS all Intellectual Property rights arising out of any copies or modifications of, or alterations to the Licensed Software. The Licensee hereby grants an irrevocable power of attorney to RIS to execute any instruments required to achieve the ownership provided for under this clause, for and on behalf of the Licensee, should the Licensee fail to do so.
4.5 The Licensee must not do or authorize any third party to do any act which would or might invalidate or be inconsistent with any Intellectual Property of RIS, and will not omit or authorize any third party to omit to do any act which, by its omission, would have that effect.
4.6 The Licensee must notify RIS of any actual, threatened or suspected infringement of any Intellectual Property rights and of any claim by any third party that any use of the Licensed Software infringes any rights of any other person, as soon as that infringement or claim comes to the Licensee’s notice. The Licensee will do all such things as may reasonably be required by RIS to assist RIS in pursuing or defending any proceedings in relation to any such infringement or claim.
5. Limited Warranty
5.1 RIS warrants for a period of 90 days from issue of the License Key to the Licensee that the Licensed Software will operate on Microsoft Windows operating systems as described in the “Help” (within the software).
5.2 In the event of any breach of the warranty in clause 5.1 notified to RIS within the warranty period in clause 5.1, RIS will (as the Licensee’s sole remedy) provide the following support services in respect of the Licensed Software (and all and any other support services are excluded):
(a) the solving of any reproducible problems that the Licensee has submitted in writing to RIS and that can be represented to be defects in the Licensed Software in as much as the Licensed Software fails to comply with its purpose; and
(b) the provision of Revisions where that is for the purpose of correcting errors in the Licensed Software but not otherwise.
5.3 RIS is under no obligation under this Agreement to provide updates or new releases in respect of the Licensed Software.
6. Limitation of liability
6.1 Any expressed or implied warranties, including, but not limited to, the implied warranties of fitness for a particular purpose are disclaimed. To the maximum extent of the applicable law, in no event shall RIS be liable for any direct, indirect, incidental, special, exemplary, consequential or other damages (including, without limitation, damages for loss of business profit, business interruption, loss of business information, or any other loss) however caused arising in any way out of the use of the Licensed Software, even if RIS has been advised of the possibility of such damage. If liability may not be excluded, then, to the maximum extent of the applicable law, such liability is limited to the price paid for the Licensed Software by the Purchaser.
7.1 RIS may terminate this Agreement immediately, without notice in writing being given to the Licensee, if any of the terms and conditions of this Agreement are breached. If the Licensee is in breach of a term of this Agreement, RIS may at its discretion allow the Licensee thirty (30) days in which to remedy the breach.
7.2 Upon termination, RIS may in addition to any other
remedies provided by law:
(a) require the Licensee to remove the Licensed Software from the computer or site upon which the Licensed Software has been downloaded and installed;
(b) require the Licensee to remove the License Key details from any computer on which it was installed with written confirmation that the License Key for the software has been removed from all computers on which it was installed;
(c) retain any funds paid by the Licensee for the Licensed Software; and
(d) be discharged from any further obligations under this Agreement.
The Licensee may not assign or transfer any rights under this Agreement to any person or organization (except as provided under clause 2.1) nor may the Licensee, rent, lease, or lend all or parts of the Licensed Software.
9. Force Majeure
RIS’ obligations shall be suspended for such time as any event occurs which is beyond the control of RIS and which prevents or inhibits its performance under this Agreement, and may terminate this Agreement should such event continue for a period of more than 30 days.
10. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior representations, agreements, statements, understandings whether verbal or in writing.
If any provision of this Agreement is held to be invalid, unenforceable or illegal for any reason, the Agreement shall remain otherwise in full force apart from such provisions which shall be deemed severed.
12. Governing Law
12.1 This Agreement will be governed by and construed according to the law of New Zealand and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand.