END-USER LICENSE AGREEMENT
IMPORTANT. PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING WITH THIS PROGRAM INSTALL: Baisvik's End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Baisvik Software Ltd. For the Baisvik software product(s) identified above which may include associated software components, media, printed materials, and "online" or electronic documentation ("SOFTWARE PRODUCT"). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. This license agreement represents the entire agreement concerning the program between you and Baisvik, (referred to as "licenser"), and it supersedes any prior proposal, representation, or understanding between the parties. If you do not agree to the terms of this EULA, do not install or use the SOFTWARE PRODUCT.
The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.
1. GRANT OF LICENSE.
1.1. Baisvik grants you a non-transferable non-exclusive licence to use the Software on the terms and conditions of this Licence.
BAISVIK RESERVES ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU IN THIS LICENCE.
1.2. The SOFTWARE PRODUCT is licensed as follows:
(a) Installation and Use.
Baisvik grants you the right to install and use copies of the SOFTWARE PRODUCT on your computer running a validly licensed copy of the operating system for which the SOFTWARE PRODUCT was designed [e.g., Windows 95, Windows NT, Windows 98, Windows 2000, Windows 2003, Windows XP, Windows ME, Windows Vista, Windows 7].
(b) Backup Copies.
You may also make copies of the SOFTWARE PRODUCT as may be necessary for backup and archival purposes.
1.3. The Software licensed to you may either be used by a single person personally on one or more computers. Only you can use this copy of the software. In order for someone else to use a copy of this software they must obtain their own individual and separate license.
1.4. You undertake:
(a) to supervise and control the use of the Software in accordance with the terms of this Licence;
(b) to ensure that (if applicable) your employees, sub-contractors and other agents who have authorised access to the Software are made aware of the terms of, and comply with, this Licence;
(c) to not provide or otherwise make available the Software in any form to any person other than as permitted in this Licence; and
(d) to ensure that any permitted copy of the Software and Documentation bears notice of Baisviks’ ownership of copyright.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
(a) Maintenance of Copyright Notices.
You must not remove or alter any copyright notices on any and all copies of the SOFTWARE PRODUCT.
You may not distribute registered copies of the SOFTWARE PRODUCT to third parties. Evaluation versions available for download from Baisvik's websites may be freely distributed.
(c) Prohibition on Reverse Engineering, Decompilation, and Disassembly.
You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
You may not rent, lease, or lend the SOFTWARE PRODUCT.
(e) Compliance with Applicable Laws.
You must comply with all applicable laws regarding use of the SOFTWARE PRODUCT.
3. GOODS AND SERVICES TAX
3.1 All amounts payable or other consideration provided in respect of supplies made in relation to this Licence are exclusive of Goods And Services Tax (“GST”) (if any). Where a supply is a taxable supply, all amounts payable or other consideration provided must be increased by the amount of GST payable in relation to the supply.
3.2 All GST must be paid at the time any payment to which it relates is payable (provided a tax invoice has been issued for the supply). Where any GST payable is not referable to an actual payment, then it must be paid within ten (10) days of a tax invoice being issued by the party making the supply.
4.1. Without prejudice to any other rights, Baisvik may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE PRODUCT in your possession.
4.2. If any provision of this Licence is held to be invalid, illegal or unenforceable, this Licence will continue otherwise in full force and effect apart from such provision which will be taken to be deleted.
5.1. All title, including but not limited to copyrights, in and to the SOFTWARE PRODUCT and any copies thereof are owned by Baisvik. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by Baisvik.
5.2. You acknowledge that the Software and Documentation are the subject of intellectual property rights including copyright (the “Rights”). You shall not during or any time after the termination of this Licence permit any act (including without limitation copying the Software except as permitted in this Licence) which infringes those Rights. For the avoidance of doubt this Licence does not give you any right to use any trademarks of Baisvik associated with the Software or Documentation. You will fully indemnify Baisvik against all liability, cost and expenses (including legal costs) which may be incurred by Baisvik as a result of your breach of the provisions of this license.
6. UPDATES AND NEW RELEASES
6.1. Baisvik may in its sole discretion notify you from time to time of any update or new release of the Software which provides functions equal to or better than the Software.
6.2. Where an update or new release is provided by Baisvik:
(a) you must immediately install the update or new release and Baisvik is not liable for, and will (notwithstanding any other provision of this Licence) not accept any liability for any previous version or release; and
(b) you may be required to enter into a new licence for the new update or release and this Licence (and any previous licence for the Software) will be terminated immediately upon your acceptance of those terms. In the event that no new licence is supplied, this Licence will continue to apply in all respects to the update or new release which shall be deemed to be the Software for the purpose of this Licence.
7.1. Baisvik expressly disclaims any warranty for the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is provided 'As Is' without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, noninfringement, or fitness of a particular purpose. Baisvik does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the SOFTWARE PRODUCT. Baisvik makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. Baisvik further expressly disclaims any warranty or representation to Authorized Users or to any third party.
7.2. YOU ACKNOWLEDGE THAT YOU HAVE EXERCISED YOUR INDEPENDENT JUDGEMENT IN LICENSING THE SOFTWARE AND HAVE NOT RELIED ON ANY REPRESENTATION MADE BY BAISVIK WHICH HAS NOT BEEN STATED EXPRESSLY IN THIS LICENCE OR UPON ANY DESCRIPTIONS OR ILLUSTRATIONS OR SPECIFICATIONS CONTAINED IN ANY DOCUMENT INCLUDING PUBLICITY MATERIAL PRODUCED BY BAISVIK.
8. LIMITATION OF LIABILITY In no event shall Baisvik be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) rising out of 'Authorized Users' use of or inability to use the SOFTWARE PRODUCT, even if Baisvik has been advised of the possibility of such damages. In no event will Baisvik be liable for loss of data or for indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise. Baisvik shall have no liability with respect to the content of the SOFTWARE PRODUCT or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information.