SOFTWARE LICENSE AGREEMENT

PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT BEFORE INSTALLING, LOADING OR USING THE SOFTWARE.  BY INSTALLING, LOADING OR USING THE SOFTWARE YOU WILL BE DEEMED TO HAVE ACCEPTED THE TERMS OF THIS LICENSE AGREEMENT AND AGREED TO BE BOUND BY THEM.  IN THE EVENT THAT YOU DO NOT AGREE WITH ANY TERM OF THIS AGREEMENT THEN YOU MAY EITHER RETURN THE SOFTWARE TO ITS PLACE OF PURCHASE ALONG WITH ITS DISTRIBUTION MATERIALS FOR A COMPLETE REFUND OR DELETE THIS SOFTWARE WHERE IT WAS INCLUDED WITH YOUR PC WHEN PURCHASED.

1. Definitions

"Software" means:

(a) the programs known as Data Converter, Data Converter Engine and Data Converter Wizard, developed by the Licensor; and

(b) all related documentation and textual and non-textual elements (e.g. screen displays, images, audio or video) of the Data Converter software; and

(c) all Data  Converter Software  extensions, components or libraries, developed by the Licensor but expressly excluding third party software.

"Licensor" means Data Converter New Zealand Limited at Wellington, New Zealand, which is the manufacturer and owner of the Software.

"Software" means the Software and Client Software.

"Supplier" means the organisation from which You purchased this license to use the Software or whom installed or supplied a trial version and/or license for the Software on Your PC.

"You" and "Your" means the licensee under this agreement.

2. License

2.1.      The Licensor grants You a non-exclusive, perpetual and not for resale license to use the Software and related documentation on a single computer strictly in accordance with the provisions of this agreement.  You may make a single copy of the Software for the purposes of backup but not otherwise.  Should You wish to use the Software on other computers You will first need to purchase an additional license for each such computer. 

2.2.      If You have obtained the Software on a trial or evaluation basis then:

(a) clause 2.1 shall not apply;

(b) the Licensor grants You have a time-expiring (expiry date shown in the main menu), non-exclusive, non-sublicensable and not for resale license to install and evaluate the Software; and

(c) You agree not to use the Software in a commercial or operational manner until You have obtained a full license from either the Licensor or a Supplier.

2.3.      The Licensor retains all other legal and equitable rights in, including title to, the Software.  If the Software has been provided to You on floppy disc, CD ROM or some other form of physical media then that physical media will be Your property.

2.4.      The license granted to You in either clause 2.1 or 2.2 of this agreement will expire immediately on the expiration or termination of this agreement for whatever reason.

2.5.      You undertake not to:

(a) copy, reproduce, translate, adapt, disassemble, decompile, reverse engineer, or otherwise vary or modify the Software without the written consent of the Licensor, except as may be expressly permitted otherwise in this agreement; and

(b) remove any proprietary labels or notices from the physical media upon which the Software was supplied (if any).

2.6.      Any activation key is strictly confidential and personal to You and may not be disclosed to any third party. You undertake to:

a) Take reasonable care to protect and secure any activation key from any third party.

2.7.      The licensor reserves the right to enforce the terms of this license which may at the licensor's discretion comprise actions such as license key validation.

3.         Warranties

3.1.      Subject to clause 3.2, the Software is provided "as is" without warranty of any kind, either express or implied, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose.  The Licensor does not warrant that the functions contained in the Software will meet Your requirements or that the operation of the Software will be uninterrupted or error free.

3.2.      Some jurisdictions do not allow the exclusion of implied warranties, so depending on the jurisdiction in which You obtained Your license to use the Software or purchased Your computer (as the case may be) the exclusions in clause 3.1 of this agreement may not apply to You.

3.3.      Under no circumstances will the Licensor or its Suppliers be liable to You or any other person (whether in contract or tort or otherwise) for any loss or damage of any kind, including consequential damage and loss of profits, caused directly or indirectly in connection with this license, the Software, Your use of or Your inability to use the Software.

3.4.      In the event that the limitation contained in clause 3.3 is held to be invalid in Your jurisdiction for any reason then the Licensor's liability shall be limited to the maximum extent permitted by law to any money paid by You for the right to use the Software (if any).

4.         Intellectual Property

4.1.      You acknowledge that all the intellectual property rights in the Software (including all source and all code, screen displays, associated packaging and documentation, trade names or trademarks, patents, registered designs, confidential information and trade secrets) are the sole property of the Licensor.  You will not during or at any time after the termination of this agreement contravene these rights or in any way question or dispute the ownership by the Licensor of any such rights.

4.2.      All information, data, drawings, specifications, documentation, software listings, procedures, source or code which the Licensor makes available to You relating to the Software are proprietary and confidential.  You will not disclose such information to any third party without the Licensor's prior written consent.

4.3.      You shall indemnify the Licensor fully against all liabilities, costs and expenses which the Licensor may incur to a third party as a result of any breach of the intellectual property provisions of section 4 of this agreement by You.

4.4.      In the event that You previously used the Software on a trial basis then Your full license will have been accessed by way of an activation key obtained from the Licensor or a Supplier.  This activation key is strictly confidential and personal to You and may not be disclosed to any third party.

5.         Indemnity

5.1.      You agree to indemnify the Licensor and Supplier for loss or damage they may suffer arising out of any breach of this agreement by You.

6.         Termination of this license

6.1.      This agreement will terminate immediately without notice and without prejudice to the remaining legal rights of the Licensor if You fail to comply with any term or condition of this agreement.

6.2.      Upon termination of this agreement You shall:

(a) either destroy the Software and documentation or return the Software and documentation to the place where it was obtained; and

(b) destroy any records of the activation key.

7.         General

7.1.      This agreement is governed by the laws of New Zealand.  Any litigation commenced by You shall be brought in a New Zealand Court.  Any litigation commenced by the Licensor may be brought in a New Zealand Court or any other Court of competent jurisdiction at the election of the Licensor.

7.2.      This agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.

7.3.      This agreement contains the entire agreement between You and the Licensor and supersedes all prior agreements or understandings in any other communication between us relating to the Software.

7.4.      Failure or delay by the Licensor in enforcing any right or provision of this agreement is not to be deemed a waiver of such provision or right with respect to any breach.

7.5.      If any provision of this agreement is deemed to be illegal then that provision will be deemed to be deleted and the remaining provisions of this agreement will remain in full force and effect.

7.6.      You may not assign, transfer, sub-license or otherwise dispose of Your interest in this agreement without the Licensor’s prior written consent.

7.7.      You authorise the Licensor and Supplier to use and disclose to any third party any information supplied by You to either the Licensor or Supplier.

8. Updates/Revisions/Marketing Information

8.1.      Unless requested otherwise by You, the Licensor and Supplier shall have the right to provide You with updates and revisions to the Software from time to time and information on products related to the Software.

9.         Language

9.1.      This agreement and all documents relating to this agreement shall either be in English, or shall be accompanied by a certified translation into English by a translator acceptable to the Licensor.  If there is a conflict between the English and other language versions of this agreement or any such document, the English version shall govern.

10. Further Contact

10.1    For information about Data Converter or this license agreement please contact the Data Converter publishers, Data Converter New Zealand Limited at http://www.dataconvertersystems.com