End user agreement for TopDesk
OTAKU SOFTWARE END-USER RETAIL SOFTWARE LICENSE AGREEMENT
THIS IS THE LICENSE AGREEMENT THAT YOU ARE REQUIRED TO ACCEPT BEFORE INSTALLING AND USING OTAKU SOFTWARE RETAIL SOFTWARE. CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS RETAIL SOFTWARE LICENSE AGREEMENT BEFORE PROCEEDING WITH THE INSTALLATION OF THIS RETAIL SOFTWARE PRODUCT. YOU ARE NOT PERMITTED TO INSTALL THIS RETAIL SOFTWARE PRODUCT UNTIL YOU HAVE AGREED TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS RETAIL SOFTWARE LICENSE AGREEMENT. IF YOU ARE INSTALING THIS PRODUCT AS AN EMPLOYEE OF AN ORGANIZATION THEN BY ACCEPTING THIS LICENSE AGREEMENT YOU ALSO REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED TO ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT ON BEHALF OF YOUR EMPLOYER.
THIS AGREEMENT IS ENTERED INTO BY OTAKU SOFTWARE ("OTAKU") AND YOU AS END USER OF THE RETAIL SOFTWARE PRODUCT ("END USER").
2. THE RETAIL SOFTWARE PRODUCT
The subject of this license is the OTAKU RETAIL SOFTWARE PRODUCT in which this license is embedded and any related updates, provided to END USER, including computer software and, where applicable, associated media, printed materials and online or electronic documentation ("RETAIL SOFTWARE PRODUCT").
3. RETAIL SOFTWARE PRODUCT LICENSE GRANT
END USER is hereby granted, upon the following terms and conditions, a non-exclusive, non-transferable license, for its internal end-use purposes only, to install and use the RETAIL SOFTWARE PRODUCT on one or more computers (but not on a network or a server), where such computers are owned, leased or otherwise controlled solely by END USER. Installation and use of the RETAIL SOFTWARE PRODUCT by any person or entity other than END USER is strictly prohibited.
END USER agrees that OTAKU and its designees will be free to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense through multiple tiers of distribution and END USERs, incorporate and otherwise use any feedback provided by END USER to OTAKU in relation to the RETAIL SOFTWARE PRODUCT, including derivative works thereto, for any and all commercial and non-commercial purposes, and that OTAKU will have no confidentiality obligations with respect to such feedback. Feedback is considered to be any correspondence between END USER and OTAKU, including bug reports, conferences with OTAKU representatives, and/or written evaluations.
4. RETAIL SOFTWARE PRODUCT LICENSE RESTRICTIONS
THE RETAIL SOFTWARE PRODUCT WHICH IS THE SUBJECT OF THIS AGREEMENT IS LICENSED TO END USER, NOT SOLD. END USER MAY NOT USE OR COPY THE RETAIL SOFTWARE PRODUCT, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS LICENSE. END USER MAY NOT MODIFY, TRANSLATE, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE OR CREATE DERIVATIVE WORKS OF THE RETAIL SOFTWARE PRODUCT OR OTHERWISE ATTEMPT TO (A) DEFEAT, AVOID, BY-PASS, REMOVE, DEACTIVATE OR OTHERWISE CIRCUMVENT ANY SOFTWARE PROTECTION MECHANISMS IN THE RETAIL SOFTWARE PRODUCT INCLUDING, WITHOUT LIMITATION, ANY SUCH MECHANISM USED TO RESTRICT OR CONTROL THE FUNCTIONALITY OF THE RETAIL SOFTWARE PRODUCT OR (B) DERIVE THE SOURCE CODE OR THE UNDERLYING IDEAS, ALGORITHMS, STRUCTURE OR ORGANIZATION FORM OF THE RETAIL SOFTWARE PRODUCT.
The RETAIL SOFTWARE PRODUCT is protected by copyright and is proprietary and confidential to OTAKU. All right, title and interest in and to the RETAIL SOFTWARE PRODUCT (including associated intellectual property rights) are and will remain vested in OTAKU or OTAKU's affiliated companies or licensors. These rights are protected by national laws and international treaties. END USER acknowledges that no rights, license or interest to any OTAKU trademarks are granted hereunder.
6. LIMITATION OF LIABLITY
THE RETAIL SOFTWARE PRODUCT IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION, TO THE FULLEST EXTENT ALLOWABLE BY LAW, END USER ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE RETAIL SOFTWARE PRODUCT. THIS EXCLUSION OF ALL WARRANTIES OR CONDITIONS EXTENDS WITHOUT LIMITATION TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.
IN NO EVENT SHALL OTAKU BE LIABLE UNDER ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, DAMAGES FOR LOST PROFITS, LOST BUSINESS REVENUE, HARDWARE DAMAGE, OTHER ECONOMIC LOSS OR ANY LOSS OR CORRUPTION OF RECORDED DATA, EVEN IF OTAKU HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, ARISING OUT OF THE USE OF OR INABILITY TO USE THE RETAIL SOFTWARE PRODUCT.
7. PUBLICITY RIGHTS
(A) The END USER grants OTAKU the right to include the END USER as a customer in RETAIL SOFTWARE PRODUCT promotional material.
(B) END USER can deny OTAKU this right by submitting a written request via email to email@example.com, requesting to be excluded from RETAIL SOFTWARE PRODUCT promotional material. Confirmation of such denial (via reply email) must be received prior to purchasing for this exclusion to be effective.
(C) Should the END USER come to be or already be included in RETAIL SOFTWARE PRODUCT promotional material, as a result of any prior purchases where the END USER did not request exclusion from RETAIL SOFTWARE PRODUCT promotional material, the END USER can at any point in time, submit a written request via email to firstname.lastname@example.org to have OTAKU remove the END USER's name from RETAIL SOFTWARE PRODUCT promotional material. Upon receipt of such request, OTAKU will remove any reference to the END USER from such promotional material within 30 days and make no further reference to the END USER.
8. GENERAL PROVISIONS
The limitations of liability and ownership rights of OTAKU contained herein and END USER's obligations following termination of this Agreement shall survive the termination of this Agreement for any reason.
END USER may not sublicense, assign, share, pledge, rent or transfer any of its rights under this Agreement in relation to the RETAIL SOFTWARE PRODUCT or any portion thereof including documentation.
No amendments or modifications may be made to this Agreement except in writing signed by both parties. If one or more provisions of this Agreement are found to be invalid or unenforceable, this Agreement shall not be rendered inoperative but the remaining provisions shall continue in full force and effect.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement.
This Agreement shall be governed by the laws of the State of Western Australia.
END OF RETAIL SOFTWARE LICENSE AGREEMENT