License Agreement

Project Manager Online Ltd ("we", "our")

Your permission to use this software is conditional upon you agreeing to the terms set out below. Acceptance will bind you and all of your employees, contractors and agents to the terms of this Licence.

Grant of Licences

  1. You are granted a non-exclusive non-transferable right to use the enclosed software (the "Licensed Product") strictly in accordance with the terms and conditions set out in this Licence.

  2. You are granted a non-exclusive non-transferable right to use the "Project Manager" ("Brand") on the Licensed Product, for the purpose of referencing the Licensed Product and/or your use of the Licensed Product.

Licence Conditions - General

  1. You may make and retain one copy of the Licensed Product for backup and archival purposes provided that the original and copy are kept in your possession and control and that your installation and use of the same does not exceed that allowed by this Licence.

  2. You agree to limit installation of the Licensed Product to the number of devices for which you have purchased licences.

  3. You may not transfer a Licensed Product to another device without our prior written consent.

  4. You shall not:
    1. alter, modify, translate, reverse engineer, decompile or disassemble the software functionality within the Licensed Product or any part of them, or permit others to do so;
    2. remove any proprietary or copyright notices, labels or marks from the Licensed Product or its packaging; or
    3. use the Brands to represent that you are accredited by, or have any type of affiliation or relationship with Project Manager Online Ltd, other than as a licensee of the Licensed Product unless you have entered into the relevant partner programme or reseller agreement with us. Please contact us for further details.

Using the Licensed Product

  1. You shall not sell, distribute, sub-license, lease, hire out, share use of, rent or transmit ("Transaction") the Licensed Product, especially if such Transaction competes in any way with our business or if such Transaction would in any way deprive us of any licence or other revenue;

  2. Resale and use of the Licensed Product for teaching, consulting, training and other purposes is permitted under our Reseller Program, separate to this agreement.

Licence Fees

  1. You will have paid and/or will pay us the applicable licence fees for the Licensed Product, depending on the number of devices on which you will install it.

    Any attempt by you to use the Licensed Product without payment of the applicable licence fees and/or to circumvent licence keys and activation procedures relevant to the type and number of licences you have procured for use of the Licensed Product will be deemed to be a material breach of this Licence for which we may immediately terminate all licences granted under this Licence by notice in writing and take steps to recover from you any fees due or compensation payable for such breach, and you shall be liable for all costs (including legal fees on a solicitor-client basis) incurred by us in taking such steps.

No Warranties

  1. Whilst we believe that the Licensed Product are effective for the purpose specified in the Licensed Product and related marketing material, we give no warranty regarding the outcomes and outputs resulting from your use of the Licensed Product as these outcomes and outputs are heavily dependent on the way in which you elect to use the Licensed Product.

  2. You acknowledge that the Licensed Product cannot be guaranteed error free and further acknowledge that the existence of any such errors shall not constitute a breach of this Licence.

  3. You accept full responsibility for maintaining the Licensed Product free from corruption and from viruses. If you suspect that the Licensed Product have been corrupted, other than by reason of a breach of this License by you, we may agree to supply a further copy of the Licensed Product to you free of charge (save for any packaging and delivery charges), if requested by you.

Limitations and Exclusions of Liability

  1. We makes no express or implied warranties under this Licence.

  2. We excludes:

    1. from this Licence all conditions, warranties and terms implied by statute, general law, international convention or custom, except any implied condition or warranty, the exclusion of which would contravene any statute or cause this clause to be void ("Non-excludable Condition");
    2. all liability to you in contract for consequential or indirect damages arising out of or in connection with this Licence even if:
      1. We knew they were possible; or
      2. they were otherwise foreseeable,
      including, without limitation, lost profits and damage suffered as a result of claims by any third person, such as your client or customer; and
    3. all liability to you in negligence or other non-contractual cause of action in respect of which liability can be excluded for acts or omissions by us, its employees, agents and contractors, arising out of or in connection with this Licence.

  3. Non-excludable Condition: Our liability to you for breach, for any reason, of:?

    1. any express provision of this Licence is excluded except to the extent that such liability cannot lawfully be excluded where upon we aggregate liability is limited to US$100; and
    2. any Non-excludable Condition, is limited at our option to any one of supplying, replacing or repairing the goods or refunding the licence fees for the goods in respect of which the breach occurred.

  4. You acknowledge that you have exercised your independent judgment in acquiring the Licensed Product and have not relied on any representation made by us which has not been stated expressly in this Licence.

Term and Termination

  1. This Licence commences upon installation of MPMM and/or activation of the relevant licence key(s) and is granted in perpetuity but may be terminated by us by notice in writing if you are in material breach of any term of this Licence.

  2. Upon termination you shall:

    1. at our election, destroy all copies of the Licensed Product in your possession or control or return such copies to us; and
    2. destroy all backup copies of the Licensed Product.

  3. Termination of this Licence shall not affect any rights or remedies which we may have otherwise under this licence or at law.

Upgrades and Fixes

  1. We reserves the right to produce fixes, upgrades or updates of the Licensed Product from time to time, on terms and at such time determined by us in our discretion. You agree that such fixes, upgrades or updates, provided either directly or indirectly to you by usw, are deemed to form part of the Licensed Product and are accepted and used by you upon and subject to the terms and conditions set out in this Licence and any additional terms which may be issued by us in relation to specific fixes, upgraded or updates.

Ownership of Intellectual Property Rights

  1. Title and copyright to the Licensed Product remains with us and/or its third party licensors.

General

  1. If any clause or provision of this Licence shall be held illegal or unenforceable by any judgment of any Court or Tribunal having competent jurisdiction, such judgment shall not affect the remaining provisions of this Licence which shall remain in full force and effect as if such clause or provision held to be illegal or unenforceable had not been included in this Licence.

  2. If any clause or provision of this Licence is inconsistent with the provision of any statute, the clause or provision of this Licence shall be read down to the extent necessary to render it consistent with the statutory provision.

  3. This Licence is governed by and to be construed in accordance with the laws of the New Zealand. You and we submit to the jurisdiction of the New Zealand courts.

  4. This Licence shall be subject to New Zealand Law. All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of Arbitration shall be New York and the Arbitration shall be conducted in English.

  5. This Licence shall be binding upon us and you, and our and your successors, trustees, permitted assigns, receivers or liquidators, but not any other persons.