This computer program is protected by copyright and other
intellectual property laws and international treaties. Unauthorized
reproduction, transmission, de-compiling, translation, reverse
engineering, creation of derivative works, copying GUI and/or
copyrightable concepts, or distribution of this computer program,
or any portion of it, is expressly prohibited by law, and may
result in severe civil and criminal penalties. Violators will be
prosecuted to the maximum extent possible. Information regarding
unauthorized copying of this computer program is gratefully
received at 0844 736 1820.
PLEASE READ THIS AGREEMENT CAREFULLY. BY USING ALL OR ANY
PORTION OF THE SOFTWARE, OR BY PAYING FOR THE SOFTWARE BY ANY MEANS
OFFERED BY INTEGRATED PROJECT SYSTEMS LTD, YOU ACCEPT ALL THE TERMS
AND CONDITIONS OF THIS AGREEMENT.
YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN
NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE
THIS SOFTWARE. THE TERMS AND CONDITIONS OF THIS AGREEMENT ("TERMS
& CONDITIONS") APPLY TO ANY AND ALL USE OF THE SOFTWARE BY YOU,
WHETHER YOU ARE USING THE SOFTWARE PURSUANT TO ANY DEMO OR LICENSED
PERIOD AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS
REGARDLESS OF THE TYPE OF USE OF THE SOFTWARE BY YOU.
This agreement (the "Agreement") is between you ("you", "your",
Licensee") and Integrated Project Systems Ltd. including its
authorized suppliers ("Integrated Project Systems Ltd" or
"Licensor").
I. DEFINITIONS
"Agreement" means this Software License Agreement, as amended
from time to time together with all terms incorporated by specific
reference to them in this Agreement;
"Computer" means one central processing unit (CPU) that accepts
information in digital or similar form and manipulates it for a
specific result based on a sequence of instructions;
"Trial" means the 3 license demo in which you may preview the
Software immediately after registration;
"Documentation" means the explanatory written materials or files
related to the Software as available on the INTEGRATED PROJECT
SYSTEMS LTD web site at www.mywebworkplace.net;
"License Group Fees" means the license group fees payable by you in
order to use the Software in accordance with this Agreement;
"License Period" means the 12 month period for which the license
group fees grant access for;
"Re-Seller" means a third party authorized by INTEGRATED PROJECT
SYSTEMS LTD to sell licenses to use the Software;
"Software" means the INTEGRATED PROJECT SYSTEMS LTD product
licensed for use by you, and all related product documentation,
tools and utilities, and miscellaneous technical information as
well as any upgrades, updates, fixes and new releases as provided
from time to time by INTEGRATED PROJECT SYSTEMS LTD pursuant to
this Agreement;
"Term" means the term of this Agreement commencing on the date you
begin using the Software until terminated in accordance with this
Agreement;
"Use", "Used", or "Using" means to access, install, download, copy
or otherwise benefit from using the functionality of the
Software.
II. LICENSE TO USE THE SOFTWARE
1. Upon acceptance of this Agreement, INTEGRATED PROJECT SYSTEMS
LTD hereby grants you a non-exclusive, non-transferable,
automatically renewing annual (unless terminated pursuant to this
Agreement) license to use www.mywebworkplace.net for your employees
up to the total sum of licenses groups purchased.
2. You agree to: (a) notify each User of the terms of this
Agreement prior to obtaining access to the Software; (b) supervise
and control the use of the Software in accordance with the terms of
this Agreement; and (c) not receive any form of payment from any
user for use of the Software.
III. LICENSE RESTRICTIONS You agree not to (and will not allow,
direct or authorize any third party or any User to):
1. use, or permit any other person to use, the Software,
including permitting others to access the Software for their own
purpose, or enabling others to use your Software registration or
access codes, keys, passwords, or serial number(s) (if any),
including without limitation, any License Keys, except in
accordance with the Documentation and this Agreement;
2. reproduce, adapt, vary, modify, decompile, enhance,
translate, attempt to reverse enquiries, reverse engineer, reverse
assemble, create a derivative work of, or otherwise attempt to
discover any source code of the Software or communicate the same to
any other person, or otherwise reduce or attempt to reduce the
Software to human perceivable form;
3. develop or write any software or other program or have any
software or other program written or developed based on the
Software or based on any of the confidential information referred
to in Section IV.;
4. copy or distribute the Software by any means, other than as
permitted in Section II;
5. sell, assign, sublicense, rent, lease, grant a security
interest in, or otherwise transfer any right in the Software or
distribute or network any portion of the Software or related
materials;
6. remove any proprietary notices or labels from the
Software;
7. use the name, or trade-marks of the Licensor or of any of its
affiliates, licensors, third party content or service providers,
distributors, dealers or authorized suppliers, ("Representatives")
in any advertising, publicity releases, reference lists, media such
as but not limited to CD-ROM or sales presentations, without its
prior written consent.
IV. CONFIDENTIAL INFORMATION
1. You acknowledge and agree that the logic, structure, sequence
and organization of the Software are the valuable trade secrets of
the Licensor. All information, data, drawings, specifications,
documentation, software listings, source or object code which the
Licensor may have imparted and may from time to time impart to you,
relating to the Software or any other INTEGRATED PROJECT SYSTEMS
LTD product, is proprietary and confidential.
2. You agree to hold such trade secrets and proprietary
information in confidence and further agree to use the same solely
in accordance with the provisions of this Agreement and will not at
any time during or after expiry or termination of this Agreement,
disclose the same, whether directly or indirectly, to any third
person without the Licensor's prior written consent.
3. INTEGRATED PROJECT SYSTEMS LTD agrees to hold any
confidential information of yours which may be disclosed to
INTEGRATED PROJECT SYSTEMS LTD pursuant to this Agreement in
confidence and further agrees to use the same solely in accordance
with the provisions of this Agreement and will not at any time
during or after expiry or termination of this Agreement, disclose
the same, whether directly or indirectly, to any third person
without the Licensor's prior written consent; provided that any
confidential information of yours disclosed to INTEGRATED PROJECT
SYSTEMS LTD pursuant to this Agreement must be clearly labelled
confidential at the time of disclosure.
V. ADDITIONAL USER LICENSES You may purchase licenses for
additional Users to Use the Software at any time during the demo or
License Period of this Agreement by requesting further groups of
licenses via www.mywebworkplace.net or contacting INTEGRATED
PROJECT SYSTEMS LTD or a Re-seller.
VI. PAYMENT OF LICENSE GROUP FEES
1. If you have purchased user group licenses to Use the Software
from the trial period, you are expected to pay the License group
fees immediately. If the License group fees are not paid within 45
days, at the expiry of the 45 Day Period the Software will
automatically not allow access from any user except the principal
user. Non payment after another 30 days will result in deletion of
all of your company's details from www.mywebworkplace.net including
user details and their related information.
2. The invoice for the following year's licenses will be sent to
you 60 days prior to the anniversary of the license period, due on
or before the anniversary date. Non payment after this anniversary
date will automatically not allow access from any user except the
principal user. Non payment after another 30 days will result in
deletion of all of your company's details from
www.mywebworkplace.net including user details and their related
information.
3. Additional license groups will be invoice for immediately on
a pro-rata basis up to your company's anniversary date and the new
total user licenses will be invoiced for on the next anniversary
date as detailed in VI (2). If additional licenses are purchased
after the anniversary invoice has been sent but before the
anniversary date then the invoice for the additional licenses will
be calculated to the following anniversary date.
VII. RE-SELLERS You acknowledge and agree that any Re-Seller
from whom you may have purchased a license to Use the Software, has
no authority to make any product representations and warranties not
made by INTEGRATED PROJECT SYSTEMS LTD. INTEGRATED PROJECT SYSTEMS
LTD has no responsibility for any representations or warranties
made by a Re-Seller except as specifically set out in this
Agreement. You will not be entitled to use the Software after the
30 Day Period unless INTEGRATED PROJECT SYSTEMS LTD has received
the License group fees in full in accordance with this Agreement
directly from you or, if you have ordered the Software through a
Re-Seller, from the Re-Seller, even if you have paid the Re-Seller.
If you have paid the Reseller and the Re-Seller has not paid
INTEGRATED PROJECT SYSTEMS LTD, your only recourse for non-payment
by the Re-Seller is to the Re-Seller, not INTEGRATED PROJECT
SYSTEMS LTD.
VIII. CANCELLATION/REFUND OF SOFTWARE
1. As www.mywebworkplace.net is a real-time service we cannot
offer refunds and you will not be able to cancel your order after
we have taken payment for that year.
2. Request to cancel this agreement to use
www.mywebworkplace.net must be sent in writing to Integrated
Project Systems Ltd, 60 days prior to the anniversary of the annual
renewal of licenses.
IX. SITE MAINTENANCE
1. INTEGRATED PROJECT SYSTEMS LTD may close down the Site at any
time without notice. INTEGRATED PROJECT SYSTEMS LTD may change the
format and content of the Site from time to time. You should
refresh your browser each time you visit the Site to ensure that
you download the most up to date version of the Site.
2. INTEGRATED PROJECT SYSTEMS LTD may suspend the operation of
the Site for repair or maintenance work or in order to update or
upgrade the contents or functionality of the Site from time to
time. Access to or use of the Site or any sites or pages linked to
it will not necessarily be uninterrupted or error free.
X. INTEGRATED PROJECT SYSTEMS LTD'S INTELLECTUAL PROPERTY RIGHTS
The Software and each component part of the Software is the
valuable, proprietary intellectual property of INTEGRATED PROJECT
SYSTEMS LTD. You acknowledge that any and all of the trade-marks,
trade names, copyrights, industrial designs, patents, trade secrets
and other intellectual property rights used or embodied trade
secrets in or in connection with the Software shall be and shall
remain the sole property of INTEGRATED PROJECT SYSTEMS LTD. You
further acknowledge and agree that ownership of, and title to, the
Software and all subsequent copies thereof regardless of the form
or media are held by the Licensor. OTHER THAN THE LIMITED LICENSE
THIS AGREEMENT DOES NOT GIVE YOU ANY INTELLECTUAL PROPERTY RIGHTS
IN THE SOFTWARE OR ANY COMPONENT PARTS OF THE SOFTWARE. The
Software is protected by copyright laws and applicable
international copyright treaties, as well as other relevant
intellectual property laws and treaties. The Software is licensed,
not sold.
XI. DISCLAIMER OF WARRANTIES LICENSOR MAKES NO WARRANTY WITH
RESPECT TO THE SOFTWARE OR ITS PERFORMANCE OF ANY KIND.
FURTHERMORE, YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE IN GENERAL
IS NOT ERROR-FREE AND AGREE THAT THE EXISTENCE OF ERRORS SHALL NOT
CONSTITUTE A BREACH OF THIS AGREEMENT. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, INTEGRATED PROJECT SYSTEMS LTD EXPRESSLY
DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, EITHER IN
FACT OR BY OPERATION OF LAW, STATUTE, EQUITY OR OTHERWISE,
REGARDING THE SOFTWARE, RELATED DOCUMENTATION, AND OTHER MATERIALS
AND TECHNICAL SUPPORT, INCLUDING THEIR MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR NON-INFRINGEMENT OF
THIRD PARTY RIGHTS. INTEGRATED PROJECT SYSTEMS LTD ALSO DOES NOT
WARRANT THAT THE SOFTWARE SHALL PERFORM ERROR FREE OR WITHOUT
INTERRUPTION, OR THAT IT IS FREE FROM BUGS, VIRUSES, ERRORS, OR
OTHER PROGRAM LIMITATIONS, NOR DOES INTEGRATED PROJECT SYSTEMS LTD
WARRANT ACCESS TO THE INTERNET OR ANY OTHER SERVICE INCLUDING THIRD
PARTY SERVICES TO WHICH YOU MAY CONNECT THROUGH THE SOFTWARE. NO
ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INTEGRATED PROJECT
SYSTEMS LTD, THEIR RESPECTIVE EMPLOYEES, DISTRIBUTORS, DEALERS OR
AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE REPRESENTATIONS,
WARRANTIES OR CONDITIONS IN CONNECTION WITH THE SOFTWARE IN THIS
AGREEMENT. INTEGRATED PROJECT SYSTEMS LTD MAKES NO WARRANTIES
REGARDING 3RD PARTY PRODUCTS PURCHASED SEPARATELY BY YOU FROM A
THIRD PARTY VENDOR.
XII. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, EXCEPT FOR INDEMNITY UNDER SECTION XIV BELOW,
INTEGRATED PROJECT SYSTEMS LTD ALSO EXCLUDES FOR ITSELF AND ITS
SUPPLIERS ANY LIABILITY IN EXCESS OF THE AMOUNT PAID FOR THE
SOFTWARE AND THE AMOUNT OF THE CURRENT YEAR'S MAINTENANCE IF
PREPAID, PRO RATED FOR THE NUMBER OF DAYS REMAINING IN THE YEAR
AFTER THE DATE OF THE LOSS (THE "COMPENSATION AMOUNT"), HOWSOEVER
CAUSED, WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE),
PRODUCT LIABILITY OR OTHERWISE. INTEGRATED PROJECT SYSTEMS LTD
SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT,
SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF
REVENUE OR PROFITS OR INVESTMENT OR THE LIKE, LOSS OF BUSINESS,
LOSS OF INFORMATION OR DATA, OF OTHER FINANCIAL LOSS OR PERSONAL
INJURY ARISING OUT OF OR IN CONNECTION WITH THE SALE, INSTALLATION,
MAINTENANCE, USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF THE
SOFTWARE, EVEN IF THE LICENSOR OR ITS AUTHORIZED REPRESENTATIVE HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT ANY
EXCLUSION, LIMITATION OR OTHER PROVISION CONTAINED IN THIS
AGREEMENT SHALL BE HELD TO BE INVALID FOR ANY REASON AND THE
LICENSOR BECOMES LIABLE FOR LOSS OR DAMAGE, EXCEPT FOR INDEMNITY
PURSUANT TO SECTION XIV, SUCH LIABILITY IS LIMITED TO THE
COMPENSATION AMOUNT AND NO MORE.
XIII. INDEMNITY OF LICENSOR YOU AGREE TO INDEMNIFY AND HOLD
HARMLESS INTEGRATED PROJECT SYSTEMS LTD FROM AND AGAINST ANY AND
ALL PROCEEDINGS, ACTIONS OR DEMANDS, LOSSES, COSTS AND LIABILITIES
THAT INTEGRATED PROJECT SYSTEMS LTD MAY SUFFER, SUSTAIN OR INCUR,
AS A RESULT OF, OR ARISING OUT OF CLAIMS BY THIRD PARTIES THAT THE
SOFTWARE INFRINGES SUCH THIRD PARTY RIGHT AS A RESULT OF:
1. CHANGES MADE TO THE SOFTWARE IN ACCORDANCE WITH YOUR WRITTEN
SPECIFICATIONS;
2. YOUR USE OF THE SOFTWARE IN COMBINATION WITH ANY PRODUCTS NOT
SUPPLIED BY INTEGRATED PROJECT SYSTEMS LTD;
3. YOUR USE OF THE SOFTWARE CONTRARY TO THE DOCUMENTATION;
4. YOUR FAILURE TO USE THE MOST CURRENT VERSION OF THE SOFTWARE
WITHIN A REASONABLE TIME AFTER BEING INSTRUCTED TO DO SO TO AVOID
AN INFRINGEMENT CLAIM; OR
5. YOU MODIFYING OR ALTERING THE SOFTWARE IN ANYWAY.
XIV. INDEMNITY OF LICENSEE EXCEPT TO THE EXTENT THAT YOU ARE
REQUIRED TO INDEMNIFY INTEGRATED PROJECT SYSTEMS LTD IN ACCORDANCE
WITH SECTION XIII, INTEGRATED PROJECT SYSTEMS LTD AGREES TO
INDEMNIFY YOU FROM AND AGAINST ANY AND ALL CLAIMS, PROCEEDINGS,
ACTIONS OR DEMANDS WHICH MAY BE BROUGHT AGAINST YOU, AND AGREE TO
INDEMNIFY AND HOLD YOU HARMLESS FROM AND AGAINST, ANY LOSSES, REAL
OR PERCEIVED, THAT OCCUR, OR THAT YOU MAY SUFFER, SUSTAIN OR INCUR,
AS A RESULT OF, OR ARISING OUT OF ANY PROVEN INFRINGEMENT OF ANY
PATENTS, TRADE-MARKS, TRADE SECRETS, COPYRIGHTS, OR OTHER
INTELLECTUAL PROPERTY RIGHTS RELATING TO THE SOFTWARE. INTEGRATED
PROJECT SYSTEMS LTD WILL HAVE SOLE CONTROL OF THE DEFENSE OF ANY
SUCH INFRINGEMENT CLAIMS. If it is finally held by a court of
competent jurisdiction that INTEGRATED PROJECT SYSTEMS LTD must
indemnify you pursuant to this Section XII, or if INTEGRATED
PROJECT SYSTEMS LTD, in its sole discretion and at any time,
determines that the Software infringes a third party right, then
INTEGRATED PROJECT SYSTEMS LTD, at no additional cost to the
Licensee, will either (a) replace the affected Software with
compatible, substantially functionally equivalent and
non-infringing Software; (b) modify the Software to avoid the
infringement while maintaining functional equivalency; (c) obtain a
license to continue use of the affected Software for the term of
this Agreement and pay any additional fee required for such
license; or (d) if none of the foregoing alternatives are practical
even after INTEGRATED PROJECT SYSTEMS LTD's reasonable commercial
efforts, reimburse Licensee for the pro-rated portion of the
License group fees paid for the infringing Software on a sixty (60)
month depreciation basis to the extent of Licensee's direct damages
and release Licensee from the obligation to pay any payments
thereafter due under this Agreement.
XV. TERM AND TERMINATION This Agreement is effective for the
Term. INTEGRATED PROJECT SYSTEMS LTD may terminate this Agreement
and the rights granted under it if:
1. INTEGRATED PROJECT SYSTEMS LTD has not received your order
for the Software either directly through one of the order methods
offered by INTEGRATED PROJECT SYSTEMS LTD or through a Re-Seller in
accordance with this Agreement; or
2. INTEGRATED PROJECT SYSTEMS LTD has not been paid in full for
the License group fees due under this Agreement on or before the
expiry of 30 Day after the invoice date. If this Agreement is
terminated pursuant to Sections XV (1) or (2) above, any active
Licenses shall automatically become inoperable and the Software
will automatically become unusable. This Agreement shall terminate
immediately if the Licensee becomes bankrupt or insolvent, or if
you fail to comply with any term, condition or provision of this
Agreement. Immediately upon termination, you agree to cease all use
of the Software, delete all Licenses and destroy the Software and
all copies thereof, and all other tangible items and materials in
your possession, power, or control embodying or pertaining to the
Software, including all of its component parts and confirm the same
in writing to INTEGRATED PROJECT SYSTEMS LTD. Your obligations in
Sections IV, XIII and X, shall survive termination of this
Agreement.
XVI. WAIVER Failure or neglect by either party to enforce at any
time any provision of this Agreement will not be deemed a waiver of
that or future enforcement of that or any other provision.
XVII. APPLICABLE LAW This Agreement shall be subject to,
construed by and enforced in accordance with English law, and the
parties do hereby irrevocably submit to the jurisdiction of the
courts in England for all matters arising out of or in connection
with this Agreement.
XVIII. ENTIRE AGREEMENT This Agreement constitutes the complete
and exclusive statement of agreement between you and INTEGRATED
PROJECT SYSTEMS LTD, and supersedes all prior representations and
understandings, oral or written, and all other communications
between you and INTEGRATED PROJECT SYSTEMS LTD relating to the
subject matter of this Agreement. This Agreement may be modified
only by written amendment executed by both you and INTEGRATED
PROJECT SYSTEMS LTD.
