Client Visibility Report System

CVRS SOFTWARE LICENCE AGREEMENT

THANK YOU FOR LICENCING THE USE OF THE ACCOMPANYING SOFTWARE PRODUCT. IT IS IMPORTANT THAT YOU (THE "LICENCEE") READ THESE TERMS CAREFULLY. THESE ARE THE ONLY TERMS AND CONDITIONS APPLICABLE TO YOUR USE OF THE SOFTWARE PRODUCT. THE SOFTWARE PRODUCT IS PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU IN THIS LICENCE AGREEMENT ARE RESERVED TO CNMANAGEMENT(AUS) OR ITS LICENCORS. THE SOFTWARE PRODUCT IS LICENCED, NOT SOLD.

This Software Licence Agreement ("Licence Agreement") is a legal agreement between you (either an individual or a single entity) and CNManagement Pty Ltd for the accompanying Software Product, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation (all referred to as the "Software Product"). By installing, displaying, copying, accessing or otherwise using the Software Product, you, the Licencee, agree to be bound by the terms of this Licence Agreement. If you do not agree to the terms of this Licence Agreement, do not install display, access or use the Software Product.

1. GRANT OF LICENCE

Subject to the Licencee complying with these terms and in consideration of the Licencee's obligations and undertakings in this Licence Agreement Serif hereby grants to Licencee a personal, non-exclusive, non-transferable Licencee to use one (1) copy of the Software Product, including any upgrades provided by CNManagement, according to these terms on a single computer.

2. SCOPE OF USE

A Licencee may display, access and use one licence per Software product. Licencee's use of the Software Product is strictly limited to use for demonstration, test, or evaluation purposes only and no other use. The associated media, printed materials and "online" or electronic documentation shall not be copied.

3. PROHIBITIONS

Licencee shall not:-

3.1 modify or alter the whole or any part of the Software Product nor merge any part of it with another software product nor separate any components of the Software Product from the Software Product nor, save to the extent and in the circumstances permitted by law, create derivative works from, or, reverse engineer, decompile, disassemble or otherwise derive source code from the Software Product or attempt to do any of these things

3.2 copy the Software Product (except as provided above)

3.3 assign rent, transfer, sell, disclose, deal in, make available or grant any rights in the Software Product in any form to any person without the prior written consent of CNMnagament

3.4 remove alter, obscure, interfere with or add to any proprietary notices, labels, trade marks, names or marks on, annexed to, or contained within the Software Product;

3.5 use the Software Product in any manner that infringes the intellectual property or other rights of CNManagement or any other party; or

3.6 use the Software Product to provide on-line or other database services to any other person.

4.INTELLECTUAL PROPERTY RIGHTS AND TERMINATION

Licencee acknowledges that:

4.1 all title to the copyright and all other intellectual property rights in and to the Software Product, its accompanying documentation and any copy made by Licencee are the exclusive property of and remain with CNManagement and/or its Licenceor(s),

4.2 the Software Product and all copies thereof are CNManagement 's exclusive property and constitute confidential information and a valuable trade secret of CNManagement

4.3 any unauthorized copying of the Software Product, or failure to comply with any of the provisions of this Licence Agreement (each, a "Terminable Event"), will result in automatic termination of this Licence Agreement and all Licencees granted under this Licence Agreement and Licencee must destroy all copies of the Software Product. In the event of a breach of this Licence Agreement by Licencee, CNManagement reserves and shall have available all legal remedies.

5. CUSTOMER SPECIFIC VERSION

If the Software Product is a customer specific version or Licencee ("Customer Specific Version") then the Licencee to use the Software Product shall only be valid if the status of the Licencee at the time of purchase entitled them to be a valid Licenceee of the Customer Specific Version. Customer Specific Versions include but are not limited to Project Specific or Company Specific versions.

6. LIMITED TERM OF LICENCE FOR TRIAL VERSION SOFTWARE

If the Software Product is a trial, locked, demonstration or other limited use version of the Software Product (all referred to as a "Trial Version") then the Licencee to use the Software Product shall expire in accordance with the terms set out in such Trial Version. On the expiration of the Licencee for the Trial Version, Licencee will be required to purchase a full Licencee of the Software Product to continue use.

7. LIMITED WARRANTY AND DISCLAIMER

CNManagement warrants that for a period of thirty (30) days after delivery to Licencee the access to the online Software Product under normal use, be free from defects that prevent Licencee from accessing the Software Product. CNManagement 's entire liability and Licencee's exclusive remedy under this warranty will be, at CNManagement 's option, to (a) use reasonable commercial efforts to attempt to correct or work around errors, or (b) to replace the access ability with a functionally equivalent licence access.

 

8. NO OTHER WARRANTIES

Except for the above express limited warranty, all warranties conditions, terms and duties either expressed or implied by law and relating to merchantability, quality, fitness and/or non-infringement with regard to the Software Product and the provision of or failure to provide support services are excluded to the fullest extent permitted by law. Licencee shall be solely responsible for the selection, use, efficiency and suitability of the Software Product and CNManagement shall have no liability therefor. CNManagement shall have no liability for, nor obligation to indemnify Licencee regarding actions alleging the infringement of proprietary rights by the Software Product. CNManagement does not warrant that the operation of the Software Product will be uninterrupted or error free or that the Software Product will meet Licencee's specific requirements. Nothing in this Licence Agreement shall exclude or limit any statutory rights which cannot be excluded or limited due to Licencee acting as a consumer. Any provisions which would be void under any legislation shall to that extent have no force or effect

9. LIMITATION OF LIABILITY

In no event will CNManagement or its suppliers be liable for loss and/or corruption of data, loss of profits, damage to goodwill, cost of cover, any pure economic, special, incidental, punitive, exemplary, consequential or indirect damages or losses and/or any business interruption, loss of business, loss of contracts, loss of opportunity and/or loss of production arising from or in connection with the use of the Software Product, however caused. Each limitation will apply even if CNManagement or its authorized distributor has been advised of the possibility of such damage and shall be deemed to be repeated and apply as a separate provision for each of liability in contract, tort, breach of a statutory duty, breach of common law and/or under any other legal basis. In no event will CNManagement's liability exceed the amount Licencee paid for the Software Product. Licencee acknowledges that these limitations are necessary to allow CNManagement to provide the Software Product at its current prices. If modification to these limitations is required CNManagement will agree appropriate amendment for payment of a higher than current price for the Software Product. Nothing in this Licence Agreement shall exclude or limit CNManagement liability for death or personal injury due to its negligence or any liability due to its fraud or any other liability which may not be limited or excluded as a matter of law.

10. TERMINATION

Licencee may terminate this Licence Agreement at any time unless agreed to by contract for which a penalty may apply. CNManagement may terminate this Licence Agreement if Licencee fails to comply with the terms and conditions of this Licence Agreement. In either event all Licencees granted under this Agreement shall end immediately and Licencee must destroy all copies of the Software Product. All terms which by their nature should survive termination of this Licence Agreement shall survive its termination.

11. UPGRADE and REPLACEMENTS

If the Software Product is being provided to Licencee as an upgrade to, physical copy of, or a replacement for (collectively known as "Replacement Software"), software which Licencee has been previously Licenceed from CNManagement (such software referred to as the "Prior Software"), then Licencee agrees to erase or destroy all copies of the Prior Software. In order to install, display, access or otherwise use Replacement Software for Prior Software, Licencee must have a valid Licencee for the related Prior Software for this Licence Agreement to be valid. Upon installing, accessing, displaying, or otherwise using the Replacement Software for the Prior Software all Licencees of the Prior Software will cease immediately and this Licence Agreement replaces such Licencee for the Prior Software. The total number of Replacement Software for Prior Software a Licencee may acquire may not exceed the total number of computers that were Licenceed by Licencee to run, display, access or otherwise utilize the Prior Software.

12. GUIDELINES FOR THE USE OF DIGITAL CONTENT AND INDEMNITY

The Software Product may contain templates, clipart, photo images, video and/or audio media files (collectively referred to as the "Digital Content") which are either owned by CNManagement or Licenceed to CNManagement from a third party. Subject to adhering to the terms of this Licence Agreement and to the restrictions in this clause unless expressly granted to Licencee all rights to the Digital Content are reserved to CNManagement and/or its Licenceors. Licencee is hereby Licenceed to use, modify, and publish the Digital Content upon the terms of this Licence Agreement. If Licencee is uncertain as to whether any intended use complies with these terms Licencee should seek the advice of an attorney or legal counsel.

A. LICENCEE MAY, subject to any restrictions set out below:

1. incorporate any Digital Content into Licencee's own original work and publish, display, and distribute that work in any media. Licencee may not sell, supply, resell, subLicencee, or otherwise make available the Digital Content for use or distribution separately or detached from a product or Web page created by Licencee. For example, the Digital Content may be used as part of a Web page design, but may not be made available for downloading separately or in a format designed or intended for permanent storage or re-use by others. Licencee's, clients may be provided with copies of the Digital Content (including digital files) as an integral part of a work product created by Licencee, but may not be provided with the Digital Content or permitted to use the Digital Content separately or as part of any other product; Licencee may not sell, or otherwise distribute for compensation, money, money's worth or consideration of any kind, greeting cards created with the Software Product, which include the Digital Content.

2. make one (1) copy of the Digital Content for backup or archival purposes.

B. LICENCEE MAY NOT:

1. create scandalous, obscene, defamatory, or immoral works using the Digital Content nor use the Digital Content for any purpose prohibited by law;

2. use or permit the use of the Digital Content or any part thereof as a trademark or service mark, or claim any proprietary rights of any sort in the Digital Content or any part thereof;

3. use the Digital Content in electronic format, on-line, or in multimedia applications unless (a) the Digital Content is incorporated for viewing purposes only and (b) no permission is given to download and/or save the Digital Content for any reason;

4. rent, lease, subLicencee, charge or lend the Digital Content, or a copy thereof, to another person or legal entity;

5. use any Digital Content except as expressly permitted by this Licence Agreement and without prejudice to any other right or remedy Serif may have Licencee indemnifies and shall keep indemnified Serif ,its Licenceors and authorised distributors against all and any claims actions, liability, costs, proceedings, awards, damages, losses, demands, expenses, fines, loss of profits, penalties, loss of reputation, judgements and any other liabilities including legal costs (without set-off counterclaim or reduction) suffered by CNManagement and/or its Licenceors and /or its authorised distributors arising out of or in connection with the use of the Software Product and/or use or distribution of the Digital Content by the Licencee and/or any of its clients whether or not such losses were foreseeable or foreseen at the date of this Licence Agreement.

13. MISCELLANEOUS

13.1 This Agreement shall be governed by and interpreted in accordance with English law and not by the 1980 U. N. Convention on Contracts for the International Sale of Goods. If this Licence Agreement has been translated into a language which is not English and a dispute arises as to the meaning/ translation of any term of this Licence Agreement, the interpretation of the English version shall prevail. The parties agree to submit to the exclusive jurisdiction of the English Courts.

13.2 Except to the extent of any misrepresentation or breach of warranty which constitutes fraud and except in the case of a multi-user Licencee agreement, this Licence Agreement constitutes the entire agreement between CNManagement and Licencee and supersedes all prior agreements, understandings, communications, advertising, proposals or representations, oral or written, by either party.

13.3 If any provision of this Licence Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed and if possible revised to the extent necessary to cure the invalidity, illegality or non-enforceability, and the remainder of this Licence Agreement shall continue in full force and effect.

13.4 Any change to this Licence Agreement shall only be valid if it is in writing and signed by an authorized representative of both Serif and Licencee.

13.5 No failure, delay, relaxation or forbearance on the part of either party in exercising any power or right under this Licence Agreement shall operate as a waiver of such power or right or of any other power or right.

13.6 This Licence Agreement and the Licencee granted pursuant to this Licence Agreement are personal to Licencee and except where permitted above Licencee shall not assign the benefit of or any interest or obligation under this Licence Agreement.

13.7 Apart from CNManagement's Licenceors and authorised distributors, a person who is not a party to this Licence Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Licence Agreement. The consent of any third party is not required for any variation (including any release or compromise of any liability under this Licence Agreement) or termination of this Licence Agreement.

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