Certero PCAuditor™ 1.0.2

EULA - End User License Agreement

END USER LICENCE AGREEMENT WITH CERTERO LIMITED

IMPORTANT. READ CAREFULLY BEFORE INSTALLING SOFTWARE: This End User Licence Agreement (“EULA”) is a legal and binding agreement between You (either an individual or a single entity) and Certero Limited, its subsidiaries, affiliates, agents and OEM licencees ( collectively, “Certero”) for the Software You are about to download (or otherwise install, access or use) and the associated proprietary media, printed materials, any associated documentation (including any electronic documentation) provided to You by Certero (collectively “Software”), however said Software is named or branded. Any software updates, add-on components, web services, enhancements or supplements that Certero, its licences or agents may provide to You or make available to You, by key permission access or otherwise, after the date You obtain Your initial copy of the Software, shall be deemed to be “Software” within the scope of this EULA, from and after the date permission is granted to You, to the extent that such items are not accompanied by a separate licence agreement or terms of use. By installing, copying, downloading, accessing or otherwise using the Software, You manifest Your consent to and agreement to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, do not install, access or use the Software.
SOFTWARE LICENCE

The software product (“The Software”) is protected by intellectual property laws and treaties. Any reference hereunder to “sales” or “acquisition” or like terms notwithstanding, the Software is licenced, not sold, and rights granted hereunder are limited to the Software in object code only. No source code rights are granted hereby. You may not assign or otherwise transfer this EULA to any other party, without specific written permission from Certero.
1. GRANT OF LICENCE. Under copyright law the person or company downloading the Software (“You”) are not permitted to install or run the Software or use the electronic material (‘the Documentation‘) supplied to You without the permission of the Certero. In consideration of your accepting the terms of this agreement Certero grants you a non-exclusive right (the Licence) to install and run the Software and use the Documentation as permitted by this Agreement. All references to the Software mean the object code only of the program(s) comprising the Software. You have no rights to distribute, copy, reverse-engineer, modify or adapt the Software unless such rights are clearly and specifically granted herein.
1.1 General Licence to Install and Use Software Product.
1.1.1 You may load the Software and use it only on a single computer which is under your control.
1.1.2 You may use the Software for Your personal use. The licence granted here under may not be shared and permitting unauthorised access to, copying or use of the Software and the Documentation is a breach of this Agreement.
1.1.3 Use of the Software in a Corporate, Educational, Non-profit, Military or Government environment is prohibited without the express permission of Certero
1.2 Updates, Enhancements and Supplemental Software. No Software maintenance or support is included in the calculation of licence fees paid in consideration for this EULA. Any rights You may be granted for Software maintenance or support, including updates, patches, enhancements, modifications or other support services related to the Software ("Support Services") are beyond the scope of this EULA and will be the subject of and governed by a separate maintenance or support agreement (if any) between You and Certero or licensed Certero ‘resellers, distributors or OEM providers’ (Resellers), and may be subject to the payment of additional fees. Support Services provided by Certero or its Resellers are governed by the policies and programs adopted from time to time by Certero or by those Resellers offering such services, as described in the Documentation, or in other materials furnished by Certero or its Resellers.
1.4 Reservation of Rights. All rights not expressly granted are reserved by Certero.
2. ADDITIONAL RIGHTS, TERMS AND LIMITATIONS
2.1 Intellectual Property Rights. All title and intellectual property rights in and to the Software and all elements and components, the accompanying printed materials, and any copies of the Software are owned by Certero or its suppliers/licensors. If this Software contains documentation that is provided only in electronic form, you may print ten copies of such electronic documentation. You may not copy the printed materials accompanying the Software. Certero retains all rights in and to any copy, translation, modification, enhancement, improvement, development, adaptation or derivative works of the Software, including all unauthorised work.
2.2 Copy Protection. The Software may incorporate copy protection technology to prevent the unauthorised copying of the Software or may require original media for use of the Software on the Device. It is unlawful and prohibited to make unauthorised copies of the Software or to circumvent any copy protection technology included in the Software.
2.3 Rental, leasing or commercial hosting. You may not rent, lease, lend or provide commercial hosting services to third parties with the Software, without Certero’s express written authorisation.
2.4 Compliance. You agree to supervise and control use of the Software to ensure compliance with all terms and limitations under this EULA (including but not limited to compliance with the laws and regulations of all applicable jurisdictions in which You use the Software) and to maintain accurate records of the number and location of all users and copies of the Software and the number of storage devices used in connection with the Software (Compliance Data”). In this connection, You also agree to the following:
2.4.1 You agree to provide to Certero summaries of updated Compliance Data, in a form reasonably required by Certero, within thirty (30) days of any written request, and to furnish therewith written certification that Your use of the Software at the time of the request complies with this EULA. As an alternative to such written reports or certification, and at Certero’s sole option, You agree to enable and to allow Certero to collect, via a Web interface, ONLY the record of the number of installed clients; and
2.4.2 You agree to allow Certero or its agents full access, on 7 days’ notice and during normal business hours, to all of Your Devices, and to the site or sites on which Devices are located, to monitor Your compliance with this section 2.5 and the other terms of this EULA.
2.5 Confidentiality. You agree that you will not provide, disclose or otherwise make available publicly any information relating to the software or any information concerning the software for the purpose of any publicly reported analysis without Certero’s express prior written authorisation.
3. TERM AND TERMINATION
3.1 Your Licence to use the Software will terminate automatically if You fail to comply with any term of this EULA. Upon expiration or termination of the EULA for any reason You will immediately destroy the Software together with all copies in any form, including copies on Your hard and back-up disks. Any use of any copies of the Software after expiration or termination of the Licence is unlawful.
3.2 Termination of this EULA shall be without prejudice to the accrued rights and liabilities of either party.
4. INDEMNITY.
4.1 You agree to defend, indemnify and hold harmless Certero, its subsidiaries, affiliates, distributors, licensors, suppliers, officers, directors, employees and agents from any third party claims, damages, liabilities, costs and fees (including reasonable legal fees) arising from Your use of the Software as well as from Your failure to comply with any term of this EULA.
4.2 Subject as expressly provided in these terms and conditions and except where the Software is sold to a person dealing as a Consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or otherwise terms implied by statute or common law are excluded to the fullest extent permitted by law.
4.3 Except in respect of death or personal injury caused by Certero’s negligence, Certero shall not be liable to You by reason of any representation, or any warranty, condition or other term or any duty at common law or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or howsoever caused) except as expressly provided in these terms and conditions.
4.4 Certero excepts no responsibility for any drawing, design or specification not prepared by Certero and Certero gives no warranty, guarantee representation or opinion on the practicability of construction or the efficiency, safety or otherwise of materials to be supplied or the suitability of the Software and You shall be responsible for all costs and expenses incurred by Certero which are occasioned by any defects, errors or omissions in any such drawings, designs, specifications or information supplied by You.
5. LIMITED WARRANTY
5.1 LIMITED WARRANTY FOR: Certero provides no warranty for the Software.
6. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CERTERO OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OF CERTERO OR ANY SUPPLIER, AND EVEN IF CERTERO OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF CERTERO AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE
8. APPLICABLE LAW. If you acquired this Software in any other country, and unless expressly prohibited by local law, this EULA shall be governed by the laws of England and Wales. You consent and submit to the jurisdiction of the applicable courts, as provided above, and agree to service of process in accordance with the applicable court rules. The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees.
9. GENERAL PROVISIONS. This Agreement and the terms of any Licence Record provided to you (if any) combine to represent the complete agreement concerning this licence between the parties and supersedes all prior agreements and representations between them. This EULA may be amended only by a writing executed by both parties. If any provision of this EULA is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary to make it legal and enforceable and this Agreement shall otherwise remain in full force and effect and enforceable. The failure of Certero to act with respect to a breach of this EULA by You or others does not constitute a waiver and shall not limit Certero’s rights with respect to such breach or any subsequent breaches. This EULA is personal to You and may not be assigned or transferred for any reason whatsoever without Certero’s prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. Certero expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.
10. If any provision of this Licence is held by any competent authority as being invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be effected thereby
EACH PARTY RECOGNISES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.
Questions concerning this Agreement should be sent to the either of the addresses set forth below. Any notices or correspondences will only be effective if sent to such address.
Certero Limited
Fuse 3.2
Washington Street
Bolton, BL3 5EY, UK