Between Allinta.com (Allinta) and Licensee named in the order placed online at allinta.com
A. Allinta is the publisher of the software specified in the Allinta online order form.
B. The Licensee wishes to license from Allinta the software specified in the order form (the Software).
Subject to the Licensee's Covenants expressed herein Allinta grants to the nominated Licensee a non-transferable, non-exclusive license to use the Software.
Licensee's Acknowledgments and Covenants
1. The Licensee shall only install and operate the number of licenses of the Software which have been purchased (as specified in the Allinta online order form where payment has been received in full by Allinta).
2. The Licensee agrees that Allinta holds all intellectual property and copyright in all software (other than any that may be owned by 3rd parties) and shall make no claims against Allinta in any manner under the terms of this Agreement.
3. Non disclosure. The Licensee hereby agrees that it will use its best endeavors and take all necessary and reasonable steps to safeguard the Software, Intellectual Property and supporting documentation to ensure that no unauthorized party has access to the Software and supporting documentation and that there is no unauthorized copying or distribution of Allinta software or intellectual property.
4. License Expiration. The Licensee acknowledges that upon expiration of the license period or termination of this license by Allinta due to the Licensee's breach the Licensee shall have no further rights in respect to the use of the Software.
5. Re-branding/re-selling. Allinta permits the Licensee to re-brand and/or re-sell the software in conjunction with other services or products, such as web design, consulting or hosting, but does not permit the Licensee to offer for sale or otherwise distribute an offering which could be considered a competitive product to the Software. The Licensee agrees that each and every re-branded and/or re-sold copy of the Software requires a separate License, purchased from Allinta. In cases where the Licensee re-brands the software and/or re-sells to a third party, the third party is also bound to the terms of this agreement. A third party does not have permission to re-brand and/or re-sell and/or redistribute the software under any circumstances. If this Agreement is terminated by either party for any reason, then the license for all re-branded and/or re-sold third party copies of the Software also terminates. Allinta will not provide any support for software which has been re-branded, third parties must seek support from the Licensee.
6. Support. The Licensee agrees that support for the software is offered at Allinta’s sole discretion, and that Allinta may withdraw support from the Software without prior notice. In this case any liability will be limited at Allinta's discretion to either repair or replacement of the Software or the repayment of the invoiced value of the Software or services less any training or installation costs and any maintenance fee payable.
7. Limited liability. The Licensee agrees that neither Allinta or its employees, staff or agents shall be liable in contract, tort or otherwise to compensate the Licensee for any loss of data, loss of profits, loss of use or interruption of business or services, or for indirect, special, incidental or consequential damages of any kind whether under this agreement or otherwise and hereby agree that in the event that the Software or services supplied or its installation by Allinta fails to operate then the Licensee’s remedy against Allinta will be limited at Allinta's discretion to either repair or replacement of the defective Software or the repayment of the invoiced value of the Software or services less any training or installation costs and any maintenance fee payable.
8. Updates/Communication. The Licensee agrees to receive all updates and/or communication in respect of the Software or services, as required from time to time, whether by electronic download from the Allinta website or via email from Allinta to the registered email address for the Licensee. Allinta, at its sole discretion, may elect to distribute updates and/or communication by any other means.
9. Disclosure. The Licensee consents to releasing publically available information to Allinta for Allinta’s use, including, but not necessarily limited to, the URL of the Software website and website name. Allinta may at its sole discretion use this information for promotional purposes or other activities which it deems necessary, and may communicate to third parties that the Licensee is a user of the Software.
10. Offensive or Illegal Content or Spam. The Licensee shall not use the Software for the dissemination of any offensive or illegal content, nor to contravene any applicable law. Where directed by any authority, Allinta may revoke the Software license without any liability arising to the Licensee. Licensee will forever hold Allinta harmless and will meet all of Allinta costs, fines, damages, penalties, interest or other costs in relation to defending or rectifying any such actions by the Licensee.
11. Unpaid fees. Where the Licensee is in arrears in excess of thirty (30) days for any fees for services provided by Allinta, Allinta may disable any services to the Licensee and require payment of any outstanding fees for the initial period and a fee for the re-connection of any services. All debt recovery costs for any outstanding fees are to be paid by the Licensee. Where a Licensee payment is dishonored, all rights under this License Agreement lapse and the Licensee shall immediately remove all copies from all locations and not make any further use of the software.
13. Termination. This Agreement can be terminated at any time by either party serving written notice of the termination to the other party. Under such termination the Licensee agrees to immediately cease the use of all copies of the Software, and destroy all copies of the software including, but not limited to, all software source code, databases, graphics, and manuals.
15. Unlicensed software. Where Licensee is found to be using unlicensed software, all Licensed copies are immediately cancelled, and each unlicensed copy can be purchased for the current price of the Allinta in-arrears commercial license available from Allinta or face civil and/or criminal penalties for software piracy.
16. Maintenance. Upon expiration of the term of 12 months from the date of purchase, Allinta reserves the right to require the Licensee to purchase a nominal annual maintenance fee to receive further upgrades to the Software.
PROVIDED THAT in the event of default under any of the Licensee's covenants this license shall lapse and the Software together with any copies made by the Licensee should be destroyed. Any copies held on any computer systems should be permanently deleted and all electronic copies shall be removed or deleted from Licensees premises.