End User Licence Agreement

IMPORTANT NOTICE: Contract Eagle Limited will license the Software to you only on the condition that you accept all of the terms contained in this end user license agreement ("EULA"). By downloading and installing, or otherwise using the Software you agree to the terms of this EULA. If you are agreeing to these terms on behalf of a company or other legal entity, you represent that you have the legal authority to bind the legal entity to these terms. If you do not have such authority, or if you do not agree to the terms, then you may not download, install, or otherwise use the Software.

 

1.       DEFINITIONS

1.1.      "CE" means Contract Eagle Limited, at Auckland, New Zealand.

 

1.2.      "Charges" means the licence fees, charges for Direct Support Services and any other charges payable by the Licensee as specified from time to time on the Website, or by CE.

 

1.3.      "Direct Support Services" means any implementation and support services for the Software provided by CE directly to the Licensee from time to time.

 

1.4.       "Expiry Date" means the date which is 30 days after CE receives a request to trial the Software from the Licensee.

 

1.5.      "Licence" has the meaning given to it in clause 3.1.

 

1.6.      "Licence Key" means the encrypted UAL's and other information provided by CE to the Licensee in an Order Confirmation. 

 

1.7.      "Licensee" means the person or company licensed by CE to use the Software on the terms and conditions specified in this Licence.

 

1.8.      "Order Confirmation" means the email headed Contract Eagle Order Confirmation sent by CE to the Licensee following receipt of an order for the Software from the Licensee.

 

1.9.      "Software" means the CONTRACT EAGLE software released by CE, together with the User Guide and any new release or part release of the Software provided to the Licensee.

 

1.10.   "Support Information" means any information or other materials in whatever form relating to the Software or Direct Support Services supplied by CE to the Licensee or accessed by the Licensee through the Website.

 

1.11.   Supported Operating Systems" means the operating systems on which the Software may be installed as specified from time to time on the Website.

 

1.12.   "Trial Confirmation" means the email headed Contract Eagle Trial Confirmation sent by CE to the Licensee following receipt of a request for a free trial from the Licensee.

 

1.13.   "Trial Licence Key" meant the encrypted UAL's and other information provided by CE to the Licensee in a Trial Confirmation.

 

1.14.   "UAL" means the number of nominated individuals authorised by CE to use the Software as recorded in a Trial Confirmation or Order Confirmation.

 

1.15.   "User Guide" means the document headed "User Guide" and provided to the Licensee with the Software.

 

1.16.   "Website" means the website at the url: www.contracteagle.com

2.         TRIAL LICENCE

2.1.      If the Software is installed with a Trial Licence Key, CE grants the Licensee a personal, non-exclusive, non transferable licence to use the Software until the Expiry Date only to evaluate the suitability of the Software for licensing on a for-fee basis.

 

2.2.      Any provision or use of the Software under a Trial Licence Key is on an "as is" basis without any warranties, whether express, implied, statutory, or otherwise. CE IS NOT LIABLE FOR ANY LOSSES, COSTS, DAMAGES OR ANY OTHER LIABILITY RESULTING FROM USE OF THE SOFTWARE UNDER A TRIAL LICENCE KEY WHETHER BEFORE OR AFTER THE EXPIRY DATE.

 

2.3.      CE has no duty to provide support during any use of the Software under a Trial Licence Key.

3.         GRANT OF LICENCE

3.1.      If the Software is installed with a Licence Key, CE grants to the Licensee a personal, non-exclusive, non transferable licence to install and use the Software for the Licensee's own internal business purposes to the extent specified in the Order Confirmation and otherwise on the terms and conditions of this EULA (the "Licence").

 

3.2.      Risk of loss or damage to the Software passes to the Licensee once the Software has been successfully downloaded by the Licensee.

4.         RESTRICTIONS ON USE

 

4.1.      The Licensee:

(a)   may make one copy of the Software solely for backup or archival purposes, but must not otherwise copy all or any part of the Software or any Support Information;

(b)   must not rent, lease, sub licence, loan, copy, modify, adapt, merge, translate, reverse engineer, decompile, disassemble or create derivative works based on the whole or any part of the Software or reproduce or deal in the Software or any part of it in any way, or attempt to do any of the above;

(c)    must effect and maintain adequate security measures to safeguard the Software and the Licence Key from access or use by any unauthorised person.

5.         CHARGES

5.1.      The Licensee will pay the Charges at the times and in the manner specified on the Website.

 

5.2.      The Licensee will pay all taxes and duties which may be incurred by the supply of the Software or Direct Support Services (except income tax assessable to CE).

6.         NEW RELEASES

6.1.      The Licensee will be entitled to receive all new releases of the Software for no additional charge for up to 12 months after purchase of a Licence.

 

6.2.      This EULA will continue to apply in all respects to any new releases of the Software received by the Licensee pursuant to clause 6.1 or otherwise.

7.         DIRECT SUPPORT SERVICES   

7.1.      CE will provide Direct Support Services, provided:

(a)   the Licensee has paid the relevant Charges; and

(b)   the version of the Software that the Licensee is using is either the then current version of the Software or not more than 2 versions older than the then current version (unless CE agrees otherwise).  

 

7.2.      The Licensee's receipt and use of Direct Support Services is governed by CE's policies described on the Website, and/or in any other materials provided to the Licensee by CE.

 

7.3.      Any supplemental software code or related materials that CE provides to the Licensee as part of any Direct Support Services will be considered part of the Software and subject to the terms and conditions of this EULA. CE may use any technical information the Licensee provides to CE as part of the Direct Support Services for any CE business purposes, including for support and development of the Software. CE will not use information in a form that personally identifies the Licensee.

 

7.4.      CE will at no cost to the Licensee perform again any Direct Support Services that are not performed to an appropriate professional standard. TO THE FULLEST EXTENT PERMITTED BY LAW, CE EXCLUDES AND DISCLAIMS ANY OTHER LIABILITY TO THE LICENSEE IN RELATION TO ANY DIRECT SUPPORT SERVICES.

8.         PROPRIETARY RIGHTS and indemnity

8.1.      CE owns and retains the copyright, trade secrets and all other intellectual property rights in the Software and all Support Information.

 

8.2.      The Licensee will:

(a)   not undertake any act that infringes or may infringe CE's intellectual property rights;

(b)   notify CE immediately if the Licensee becomes aware of any unauthorised use of the whole or any part of the Software or Support Information by any person.

 

8.3.      CE will indemnify the Licensee against, and will at its cost, defend or settle any suit, action or proceeding (collectively called "Action") brought against the Licensee to the extent that the Action is based on a claim that the Licensee's use of the Software constitutes a breach of any patent, copyright, trade secret or other proprietary right, provided that:

(a)     the Licensee fully co-operates with CE in defending or settling the Action;

(b)    CE is notified promptly in writing of any Action and is given complete authority and information required for the conduct of the defence or settlement of the Action;

(c)     CE has the sole control of the conduct of any Action and all negotiations for its settlement or compromise; and

(d)    this indemnity will not apply to the extent that the claimed infringement arises from (or is contributed to by) any modification of the Software by the Licensee.

9.         TERMINATION

9.1.      CE may terminate this EULA immediately if the Licensee:

(a)     assigns its rights or obligations under this EULA otherwise than in accordance with clause 11;

(b)    enters into a composition with its creditors, is declared bankrupt, goes into liquidation, or a receiver, or a receiver and manager, or statutory receiver is appointed in respect of it.

 

9.2.      CE may at its sole discretion terminate or temporarily suspend the operation of this EULA if the Licensee defaults in the performance of any of its obligations under this EULA and:

(a)   the default is capable of being remedied, and, within thirty (30) days of notice by CE specifying the default, is not remedied; or

(b)   the default is not capable of being remedied.

 

9.3.      On termination of this EULA, the Software may automatically cease to function and the Licensee will, at CE's option, return or destroy any copies of the Software and Support Information in the possession or control of the Licensee.

10.       LIMITED WARRANTY AND LIMITATION OF LIABILITY

10.1.   CE warrants that:

(a)   it has the right and authority to grant the Licence to the Licensee;

(b)   the Software will substantially conform to the description contained in the User Guide for a period of 90 days after purchase of the Licence ("Warranty Period"). If during the Warranty Period the Software does not substantially conform to the description contained in the User Guide, the Licensee's sole remedy will be that CE will, at its option, correct the defects in the Software or refund the applicable Charges paid by the Licensee for the Licence, if any, provided that (i) the Software has been properly installed on Supported Hardware and used at all times in accordance with the instructions in the User Guide; (ii) no modification, alteration or addition has been made to the Software by persons other than CE; and (iii) CE receives written notice of the non-conformity within ninety (90) days following purchase of the Licence.

 

10.2.   EXCEPT AS PROVIDED IN CLAUSE 10.1, TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a)   CE EXCLUDES ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS EULA OR COMMUNICATION WITH THE LICENSEE, AND CE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE;

(b)   IN NO EVENT WILL CE BE LIABLE FOR ANY LOSSES, COSTS, DAMAGES  OR LIABILITY WHATSOEVER WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION AND LOSS OF DATA. IF NOTWITHSTANDING THE ABOVE, CE IS HELD TO BE LIABLE TO THE LICENSEE THEN CE'S TOTAL MAXIMUM LIABILITY IS LIMITED TO THE AMOUNT OF THE CHARGES PAID BY THE LICENSEE FOR THE SOFTWARE.

11.       ASSIGNMENT

          The Licensee must not assign or transfer its rights or obligations under this EULA without the prior written consent of CE which will not be unreasonably withheld.

12.       SEVERABILITY

          If any provision of this EULA is held to be unenforceable, this EULA will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this EULA will immediately terminate.

13.       ENTIRE AGREEMENT

          This EULA sets out CE's entire liability and the Licensee's exclusive remedy with respect to the Software and Direct Support Services, and supersedes the terms of any purchase orders and any other communications or advertising with respect to the Software or, subject to clause 7.2, any Direct Support Services. The Licensee acknowledges that this EULA is a complete statement of the agreement between the Licensee and CE with respect to the Software and, subject to clause 7.2, any Direct Support Services, and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions with respect to the Software and subject to clause 7.2, any Direct Support Services.

14.       GOVERNING LAW

          This EULA will be governed by, and construed according to, the laws of New Zealand. The parties consent to the jurisdiction of the Courts of Auckland.