NETCB End User License Agreement for GroupWise Video Conferencing Add-on (GWVC) Software
PLEASE READ THIS AGREEMENT CAREFULLY. BY INSTALLING, DOWNLOADING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO THE TERMS OF THIS AGREEMENT AND ANY SUPPLEMENTAL NETCB LICENSE AGREEMENT INCLUDED WITH THE SOFTWARE. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. THE SOFTWARE MAY NOT BE SOLD, TRANSFERRED, OR FURTHER DISTRIBUTED WITHOUT PRIOR WRITTEN AUTHORIZATION FROM NETCB.
This NETCB End User License Agreement for GWVC plugin Software (“Software Agreement”) together with any Supplemental NETCB License Agreement included with the Software constitutes a legal agreement between You (an entity or a person) and NETCB ZA (PTY) LTD., a NETCB Company ("Licensor"). The software product(s) accompanying this Agreement, software updates, media (if any) and accompanying online or printed documentation (collectively the “Software”) is protected by the copyright laws and treaties of the Republic of South Africa and other countries (as is applicable) and is subject to the terms of this Agreement. If you do not agree with the terms of this Agreement, do not download, install or otherwise use the Software and, if applicable, return the entire unused package to Licensor. The Software is licensed to you, not sold.
The Software may include or be bundled with other software programs licensed under different terms and/or licensed by a licensor other than this Licensor. The terms of an end user license agreement accompanying a particular software file upon installation or download of the software shall supersede the terms presented below. Third party software programs are provided for use at your discretion. The Licensor is not responsible for any third party's software and shall bear no liability for your use of third party software.
License: Subject to the terms and conditions of this Agreement, Licensor grants you a non-exclusive, non-transferable right to reproduce and internally use the Software during the Term specified below in a quantity as reasonably necessary to enable full use and enjoyment of the Software.
Term: This Agreement becomes effective on the date you legally acquire the Software and will remain in force until terminated as follows: This Agreement shall terminate upon the earlier of: (i) first commercial shipment by Licensor of the Software, (ii) written notice of termination by either party, or (iii) the date on which you breach any of the terms of this Agreement. Upon termination of this Agreement, you must cease any and all use of the Software, return to an original state any actions performed by the Software, destroy the original and all copies of the Software or return them to the Licensor, and delete the Software application in its entirety from your systems.
Confidentiality: (This section applies to you unless the Licensor has released the Software to the general public without obligation of confidentiality.) The Software and all embodied concepts, accompanying documentation and materials, product features, test and evaluation results, benchmark results, target dates, PIN numbers and passwords, and all other related information are proprietary and confidential information of the Licensor and its suppliers and are referred to herein as “Confidential Information”. You agree not to disclose or provide any Confidential Information to any third party or use the Confidential Information for any purpose other than the commercial use of the Software and for the purposes of providing feedback to Licensor. If you are provided a PIN number or password to access restricted sites, you agree not to share the PIN number or password with any third party. Your obligations of confidentiality shall survive termination of this Agreement until the date the Licensor makes such information publicly available.
Feedback: You understand and agree that the Licensor may use any feedback or information you provide and you hereby grant Licensor a perpetual and irrevocable license to use all such feedback and information for any legitimate purpose without compensation to you, provided that the Licensor shall deidentify all Personally Identifiable Information (‘PII’). You represent and warrant that such feedback and information will not include any proprietary or confidential information relating to you or any third party and that you have full authority to grant the aforementioned license.
License Restrictions: The Licensor reserves all rights not expressly granted to you. You may not: (1) increase, by any means whatsoever, the number of connections supported by the Software and licensed to You or support more than one connection or user through a single connection; (2) reverse engineer, decompile, or disassemble the Software except and only to the extent it is expressly permitted by applicable law and the terms of this agreement; (3) modify, alter, rent, timeshare or lease the Software or sub-license any of your rights under this Agreement; or (4) transfer/cede the Software or your license rights under this Agreement, in whole or in part.
Support: The Licensor will provide direct support for the Software in accordance with Licensor's then current support offering for the applicable Software as posted on the applicable Licensor web site and as communicated by Licensor's In-House Product Licensing Manager for the Software. Such support may be facilitated by use of web-based tools, electronic mail, and/or video conferencing. Licensor will provide You all necessary world-wide web addresses, electronic mail addresses and video conferencing access details to enable such support.
OWNERSHIP RIGHTS
No title to, or ownership of the Software is transferred to you. The Licensor and/or its licensors own and retain all title and ownership of all intellectual property rights in the Software, including any adaptations or copies. You acquire only a license to use the Software.
WARRANTY DISCLAIMER
THE SOFTWARE AND OTHER CONFIDENTIAL INFORMATION IS PROVIDED TO YOU “AS IS” (i.e., Voetstoots) WITHOUT ANY WARRANTY OF ANY KIND. THE LICENSOR DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL SATISFY YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED. Some jurisdictions do not allow certain disclaimers and limitations of warranties, so portions of the above limitations may not apply to you. This limited warranty gives you specific rights enshrined in consumer protection law, and you may also have other rights which vary from territory to territory.
Non-Licensor Products: The Software may include or be bundled with hardware or other software programs licensed or sold by a licensor other than Licensor. LICENSOR DOES NOT WARRANT NON-LICENSOR PRODUCTS. ANY SUCH PRODUCTS ARE PROVIDED ON AN 'AS IS” BASIS. ANY WARRANTY SERVICE FOR NON-LICENSOR PRODUCTS IS PROVIDED BY THE PRODUCT LICENSOR IN ACCORDANCE WITH THE APPLICABLE LICENSOR WARRANTY.
LIMITATION OF LIABILITY
Consequential Losses: NEITHER LICENSOR NOR ANY OF ITS LICENSORS, SUBSIDIARIES, OR EMPLOYEES WILL IN ANY CASE BE LIABLE FOR ANY EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, TORT, ECONOMIC OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, BUSINESS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. Direct Damages. IN NO EVENT WILL THE LICENSOR'S AGGREGATE LIABILITY FOR DIRECT DAMAGES TO PROPERTY OR PERSON (WHETHER IN ONE INSTANCE OR A SERIES OF INSTANCES) EXCEED 1.25 TIMES THE AMOUNT PAID BY YOU FOR THE SOFTWARE OUT OF WHICH SUCH CLAIM AROSE [OR R 50.00 (ZA) IF YOU RECEIVED THE SOFTWARE FREE OF CHARGE]. The above exclusions and limitations will not apply to claims relating to death or personal injury. In those jurisdictions that do not allow the exclusion or limitation of damages, Licensor's liability shall be limited or excluded to the maximum extent allowed within those jurisdictions.
GENERAL TERMS
Support: Licensor has no obligation to provide support for the Software except as expressly stated herein.
Open Source: Nothing in this Agreement shall restrict, limit or otherwise affect any rights or obligations You may have, or conditions to which You may be subject, under any applicable open source licenses to any open source code contained in the Software.
Transfer: The rights and obligations created by operation of this Agreement may not be transferred or assigned without the prior written approval of Licensor.
Law and Jurisdiction: This Agreement is governed by the laws of the Republic of South Africa. Any action at law relating to this Agreement may only be brought before the courts of competent jurisdiction of the Republic of South Africa. If, however, your country of principal residence is a member state of the European Union or the European Free Trade Association, this Agreement is governed by the laws of that country, and any action at law may only be brought before a court of competent jurisdiction of that country. Entire Agreement: This Agreement sets forth the entire understanding and agreement between you and the Licensor and may be amended or modified only by a written agreement agreed to by you and an authorized representative of the Licensor. NO LICENSOR, DISTRIBUTOR, DEALER, RETAILER, RESELLER, SALES PERSON, OR EMPLOYEE IS AUTHORIZED TO MODIFY THIS AGREEMENT OR TO MAKE ANY REPRESENTATION OR PROMISE THAT IS DIFFERENT FROM, OR IN ADDITION TO, THE TERMS OF THIS AGREEMENT.
Waiver: No waiver of any right under this Agreement will be effective unless it is reduced to writing and signed by a duly authorized representative of the party to be bound. No waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future right arising under this Agreement.
Severability: If any provision contained in this Agreement is invalid or unenforceable, that provision will be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement will remain unaffected.
Export Compliance: Any products or technical information provided under this Agreement may be subject to South African export controls and the trade laws of other countries. The parties agree to comply with all export control regulations and to obtain any required licenses or classification to export, re-export or import deliverables. However, Licensor assumes no responsibility for your failure to obtain any necessary export approvals. By installing, downloading or otherwise using the software, you are deemed to make the following statement: We certify that this software will only be used for acceptable commercial purposes, and will not be rented, leased, sold, sublicensed, assigned, or otherwise transferred to any party that is not a signatory to this Agreement. Further, we certify that we will not transfer or export any product, process, or service that is the direct product of the software in contravention of the provisions of this Agreement.
Other: The applicability of the United Nations Convention of Contracts for the International Sale of Goods (CISG) is expressly excluded as the Republic of South Africa has not promulgated and ratified the provisions of CISG, except where provided for in a different law.