End user agreement for Faktum Invoicing
LICENSE AGREEMENT FOR SOFTWARE FROM FAKTUM SOFTWARE INTERNATIONAL LTD
This Software Agreement ("Agreement") is between You (either an individual or an entity), the End User, and Faktum Software International ("Faktum Software International"). The Agreement authorises You to use the Software specified in Clause 1 below, which may be stored on a CD-ROM, sent to You by electronic mail, or downloaded from Faktum Software International's Web pages or Servers or from other sources under the terms and conditions set forth below. This is an agreement on end-user rights and not an agreement for sale. Faktum Software International continues to own the copy of the Software and the physical media contained in the sales package and any other copy that You are authorised to make pursuant to this Agreement.
Read this Agreement carefully before installing, downloading, or using the Software. By clicking on the "I Accept" button while installing, downloading, and/or using the Software, You agree to the terms and conditions of this Agreement. If You do not agree to all of the terms and conditions of this Agreement, promptly click the "Decline" or "I Do Not Accept" button, cancel the installation or downloading, or destroy or return the Software and accompanying documentation to Faktum Software International. YOU AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
As used in this Agreement, the term "Software" means, collectively: (i) the software product identified in the related documentation (ii) all the contents of the disk(s), CD-ROM(s), electronic mail and its file attachments, or other media with which this Agreement is provided, including the object code form of the software delivered via a CD-ROM, electronic mail, or Web page (iii) digital images, stock photographs, clip art, or other artistic works ("Stock Files") (iv) related explanatory written materials and any other possible documentation related thereto ("Documentation"); (v) fonts, and (vi) upgrades, modified versions, updates, additions, and copies of the Software (collectively "Updates"), if any, licensed to You by Faktum Software International under this Agreement.
2. END-USER RIGHTS AND USE.
Faktum Software International grants You non-exclusive, non-transferable end-user rights to install the Software on the local hard disk(s) or other permanent storage media of one computer and use the Software on a single computer or terminal at a time.
No patent license to any patents of Faktum Software International and/ or its Affiliates is granted under this Agreement except to the limited extent only that infringement or use of such claims of a patent cannot be avoided to the extent used by You in accordance with this Agreement.
3. LIMITATIONS ON END USER RIGHTS.
You may not copy, distribute, or make derivative works of the Software except as follows:
(a) You may not use, modify, translate, reproduce, or transfer the right to use the Software or copy the Software except as expressly provided in this Agreement.
(b) You may not resell, sublicense, rent, lease, or lend the Software.
(c) You may not reverse engineer, reverse compile, disassemble, or otherwise attempt to discover the source code of the Software (except to the extent that this restriction is expressly prohibited by law) or create derivative works based on the Software.
(d) Unless stated otherwise in the Documentation, You shall not display, modify, reproduce, or distribute any of the Stock Files included with the Software. In the event that the Documentation allows You to display the Stock Files, You shall not distribute the Stock Files on a stand-alone basis, i.e., in circumstances in which the Stock Files constitute the primary value of the product being distributed. You should review the "Readme" files associated with the Stock Files that You use to ascertain what rights You have with respect to such materials. Stock Files may not be used in the production of libelous, defamatory, fraudulent, infringing, lewd, obscene, or pornographic material or in any otherwise illegal manner. You may not register or claim any rights in the Stock Files or derivative works thereof.
(e) You agree that You shall only use the Software in a manner that complies with all applicable laws in the jurisdiction in which You use the Software, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
4. INTELLECTUAL PROPERTY RIGHTS.
The Software and all rights, without limitation including title and intellectual property rights therein, are owned by Faktum Software International and/or its licensors and affiliates and are protected by international treaty provisions and all other applicable national laws of the country in which it is being used. The structure, organisation, and code of the Software are the valuable trade secrets and confidential information of Faktum Software International and/or its licensors and affiliates. You must not copy the Software, except as set forth in clause 3 (Limitations On End-User Rights). Any copies which You are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on the Software.
5. MULTIPLE ENVIRONMENT SOFTWARE / MULTIPLE LANGUAGE SOFTWARE / DUAL MEDIA SOFTWARE / MULTIPLE COPIES / UPDATES.
If the Software supports multiple platforms or languages, if You receive the Software on multiple media, or if You otherwise receive multiple copies of the Software, the number of computers on which all versions of the Software are installed shall be one computer. You may not rent, lease, sublicense, lend, or transfer versions or copies of the Software You do not use. If the Software is an Update to a previous version of the Software, You must possess valid end-user rights to such a previous version in order to use the Update, and You may use the previous version for ninety (90) days after You receive the Update in order to assist You in the transition to the Update. After such time You no longer have a right to use the previous version, except for the sole purpose of enabling You to install the Update.
6. COMMENCEMENT & TERMINATION.
This Agreement is effective from the first date You install the Software. You may terminate this Agreement at any time by permanently deleting, destroying, and returning, at Your own cost, the Software, all backup copies, and all related materials provided by Faktum Software International. Your end-user rights automatically and immediately terminate without notice from Faktum Software International if You fail to comply with any provision of this Agreement. In such an event, You must immediately delete, destroy, or return at Your own cost, the Software, all backup copies, and all related material to Faktum Software International.
7. AS IS/WARRANTY DISCLAIMER.
YOU ACKNOWLEDGE THAT THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NEITHER FAKTUM SOFTWARE INTERNATIONAL, ITS LICENSORS OR AFFILIATES, NOR THE COPYRIGHT HOLDERS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SOFTWARE WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER RIGHTS. THERE IS NO WARRANTY BY FAKTUM SOFTWARE INTERNATIONAL OR BY ANY OTHER PARTY THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM IT.
8. NO OTHER OBLIGATIONS.
This Agreement creates no obligations on the part of Faktum Software International other than as specifically set forth herein.
9. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FAKTUM SOFTWARE INTERNATIONAL, ITS EMPLOYEES OR LICENSORS OR AFFILIATES BE LIABLE FOR ANY LOST PROFITS, REVENUE, SALES, DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PROPERTY DAMAGE, PERSONAL INJURY, INTERRUPTION OF BUSINESS, LOSS OF BUSINESS INFORMATION, OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, COVER, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF FAKTUM SOFTWARE INTERNATIONAL OR ITS LICENSORS OR AFFILIATES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME COUNTRIES/STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY, BUT MAY ALLOW LIABILITY TO BE LIMITED, IN SUCH CASES, FAKTUM SOFTWARE INTERNATIONAL, ITS EMPLOYEES OR LICENSORS OR AFFILIATES' LIABILITY SHALL BE LIMITED TO FIFTY EUROS (€50).
Nothing contained in this Agreement shall prejudice the statutory rights of any party dealing as a consumer. Nothing contained in this Agreement limits Faktum Software International's liability to You in the event of death or personal injury resulting from Faktum Software International's negligence. Faktum Software International is acting on behalf of its employees and licensors or affiliates for the purpose of disclaiming, excluding, and/or restricting obligations, warranties, and liability as provided in this clause 9, but in no other respects and for no other purpose.
You shall defend, indemnify and hold Faktum Software International and its licensors harmless against any claims, damages, liabilities, losses, costs, suits or expenditures incurred by Faktum Software International, its Affiliates, or licensors as a result of any infringement or alleged infringement of intellectual property rights of a third party or otherwise caused by Your use or exploitation of the Software.
11. TECHNICAL SUPPORT.
Faktum Software International has no obligation to furnish You with technical support unless separately agreed in writing between You and Faktum Software International.
12. EXPORT CONTROL.
The Software, including technical data, includes cryptographic software, classified as 5D992, subject to export controls under the U.S. Export Administration Regulations ("EAR") and may be subject to import or export controls in other countries. You agree to strictly comply with all applicable import and export regulations and acknowledge that You have the responsibility to obtain licenses to export, re-export, transfer, or import the Software.
All notices and return of the Software and Documentation should be delivered to:
FAKTUM SOFTWARE INTERNATIONAL LTD
258 Cannon Road,
Santa Venera SVR 9034
14. APPLICABLE LAW & GENERAL PROVISIONS.
This Agreement is governed by the laws of Malta. All disputes arising from or relating to this Agreement shall be settled by a single arbitrator appointed by the Central Chamber of Commerce of Malta. The arbitration procedure shall take place in Malta in the English language. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement may only be modified in writing by an authorised officer of Faktum Software International, although Faktum Software International may vary the terms of this Agreement.
This is the entire agreement between Faktum Software International and You relating to the Software, and it supersedes any prior representations, discussions, undertakings, end-user agreements, communications, or advertising relating to the Software.