Important: Read Carefully
This License Agreement constitutes a legal agreement ("License Agreement") between you, the End User (either an individual or an entity) and Maximum Availability Limited, a New Zealand company (“we”, “our”, “us”) for the Software identified above (the “Software”), including any software, media, and accompanying on-line or printed documentation. By clicking on the "Accept" button, installing, copying or otherwise using the Software, you agree to be bound by the terms of this License Agreement as set out below. If you do not agree to the terms of this License Agreement, click on the "Cancel" button and/or do not install the Software and return the unused Software to the place from which you obtained it for a full refund.
1. Grant of Licence
The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property rights and treaties. Upon your acceptance of this License Agreement, we grant you a non-exclusive License to use the Software on the terms set out in this License. Title, ownership, rights, and intellectual property rights in and to the Software shall remain with us. This Software is intended only for use in conjunction with the IBM iSeries (AS/400) Operating System (OS/400) and use of the Software is subject to any limitations imposed by that operating system. You may:
a) install and use the Software on the computers as described in your executed Purchase Agreement for *noMAX Software License and its Appendices, and
b) copy the Software for back-up and archival purposes provided any copy must contain all of the original Software's proprietary notices.
2. License Restrictions
You may not:
a) permit other individuals to use the Software except under the terms of this License Agreement;
b) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based on the Software;
c) copy the Software (except for back-up or archival purposes);
d) resell, rent, lease, transfer, or otherwise transfer rights to the Software; or
e) remove any proprietary notices or labels on or in the Software.
3. Form of License
The Software enables you to replicate data and objects from one computer (or computers) to another computer (or computers). Use of the Software on each computer is limited to the number of concurrent Applies selected by you at the time of purchase. An “Apply” means the application of updates on one computer from another. You require a License for each computer which generates data and/or objects to be replicated and for each computer which applies updates. The number of Applies are controlled by the number of Apply Groups through a Licence Key. Each Apply Group permits one concurrent update. Apply Groups are specific to the CPU of each nominated computer and do not permit the Software to be utilised on any other computer. If you wish to increase the number of concurrent Applies at any time, you will need to obtain an additional License Key from us.
4. Maintenance
Subject to clause 1 this License Agreement does not grant you any right to any new versions of or upgrades or updates to the Software, nor any support services. To obtain updates to enhance the functionality and improve the performance of the Software you must enter into a separate Maintenance Agreement.
5. Breach Of License
This License Agreement shall terminate automatically if you fail to comply with the limitations described in this License Agreement. No notice shall be required from us to effectuate such termination. Upon termination, including the expiry of any trial period, you must destroy all copies of the Software and Documentation. The Software may contain software locking or disabling features which may activate upon attempted use of the Software in breach of this License Agreement. You agree that incorporation of these features into the Software is commercially reasonable and you accept all risk associated with these features.
6. Limited Warranty And Limitation Of Liability
The following provisions are without prejudice to any rights you may have at law which may not be legally excluded. We warrant that the Software, as updated and when properly used, will perform substantially in accordance with its accompanying documentation, and the Software media will be free from defects in materials and workmanship, for a period of sixty (60) days from the date of receipt, the “Warranty Period”. This warranty is void if Software fails as a result of accident, abuse, or misapplication. If we breach any warranty or other provision of this License Agreement our entire liability and your exclusive remedy shall be, at our option, either:
a) return of the price paid, or
b) repair or replacement of the Software that does not meet the warranty and which is returned to us with a copy of your receipt.
The Supplier does not, unless otherwise specifically stated, warrant that the Software will comply with any statutory or regularity requirements in any particular territory that may be applicable to operation of the Software. To the maximum extent permitted by law, we disclaim all other warranties, either express or implied, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose, non-infringement or title, with regard to the Software and the accompanying documentation. Except as expressly provided above and to the maximum extent permitted by applicable law, we shall not be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use of or inability to use the Software even if we have been advised of the possibility of such damages.
7. Information
You agree to keep all information relating to:
a) all aspects of your commercial agreement with us
b) all aspects of the installation, performance and operation of the Software
confidential, unless first receiving our approval in writing to disclose such information.
We reserve the right to use your name in our advertising material to publicise the fact that you are our customer, however this material will not contain any other information such as any commercially confidential information.
8. Entire Agreement
This Licence Agreement:
a) represents the whole of the contract and understanding between the Parties; and
b) replaces all prior agreements and understandings between the Parties with respect to the subject matter of this agreement.
9. General Provisions
This License Agreement may only be modified in writing signed by you and one of our authorised officers. If any provision of this License Agreement is found void or unenforceable, the remainder will remain valid and enforceable according to its terms. This License Agreement shall be construed, interpreted and governed by the laws of New Zealand.