BrowserCRM

Browser CRM Software License Agreement

Copyright Browser CRM © 2003-2008
Browser CRM Ltd.
All rights reserved.

Browser CRM Ltd
PO Box 11-753
Manners St
Wellington
New Zealand

Email:    support@browsercrm.com

URL:    http://www.browsercrm.com

Last Updated: 20 July 2007

License Agreement

By downloading, receiving, copying, installing or otherwise using this Browser CRM software ("Software"), you agree to be bound by the terms of this license agreement ("Agreement").  If you do not agree to the terms of this Agreement, you must not copy, install or otherwise use this Software and you must immediately destroy all copies of the Software in your possession or control.

References to "you" means you as an individual or, if you are downloading, receiving, copying, installing or otherwise using the Software on behalf of any other person or in the course of your employment with any other person, means that person (and you warrant that you have the authority to bind that person to the terms of this Agreement and will procure that person's compliance with the terms of this Agreement).

References to a "person" include references to any legal entity including an individual, company, corporation, partnership, firm, association, trust, organisation, governmental or other regulatory body or authority.

The Software incorporates a mechanism which monitors and reports the number of users of the Software (“License Mechanism”).  You must not (and must not permit any third party to) modify or disable the License Mechanism, or attempt to modify or disable the License Mechanism.  If you do so you will be in breach of this Agreement and in violation of New Zealand and international copyright laws.


"2 Free" Policy

You may use the Software and the documentation provided on our website ("Documentation") with up to 2 users without payment of a license fee. There is a limit of one installation per company and support is limited to the included & online documentation. A commercial license is required to add additional users.


Registration

If you wish to use the Software with more than 2 users, you must pay the license fee applicable for the number of users as specified on our website ("License Fee"). When we receive payment of the License Fee we will send you either a license file "License File" or a full registered version of the Software or a URL to download the latest registered version of the Software (at our option).

You will be licensed for only the number of users specified in the License File, on a single server only.  Each username in the Software database counts towards the License Limit and the term "user" in this Agreement is to be construed accordingly.  If 8 different users will access the Software each individual user must be licensed, regardless of whether they use the Software at different times or concurrently.  [The exception to the License Limit is one ‘Admin’ user, as a second-login for a human user, who is permitted to use the Software for special administrative purposes only and one '_pub' user which is a system username for public functions]

You may increase your License Limit at any stage by notifying us of your requirements.  We will invoice you for an additional License Fee to reflect the difference between the License Fee paid by you and the License Fee payable for the increased License Limit.  We will invoice you for the additional License Fee and you must make payment of the additional License Fee within 14 days of the date of our invoice.  The increased License Limit will take effect upon our receipt of the additional License Fee.

We may monitor the number of users of the Software licensed to you and your compliance with the relevant License Limit.  If the number of users is in excess of your License Limit at any stage, for any period of time, you will be liable to pay an additional License Fee to reflect the difference between the License Fee paid by you and the License Fee payable for your actual user level.  We will invoice you for the additional License Fee and you must make payment of the additional License Fee within 14 days of the date of our invoice.


License

We grant you a non-transferable, non-exclusive license to use the Software and the Documentation, provided that.

You acknowledge and agree that the Software and the Documentation comprise our Intellectual Property and confidential information and are protected by applicable Intellectual Property and other laws.  We will retain ownership of all Intellectual Property comprised in the Software and Documentation. You will have no right in or to the Software or the Documentation save the right to use them as permitted by this Agreement. 

You agree not to reproduce, duplicate, copy, assign, sublicense, grant a security interest in, rent, lease, loan, exploit for any commercial purposes, sell, distribute or otherwise transfer any right in or to the Software or the Documentation, in whole or in part.

"Intellectual Property" means patents, registered designs, petty patents, utility models, trade marks (including logos and trade dress), domain names, copyright, circuit layouts, rights in computer software and databases, rights in inventions, confidential information, know-how and trade secrets and all other intellectual property, in each case whether registered or unregistered (including applications for the grant of any of the foregoing) and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world.

You are entitled to modify the source code and the Software for your own internal use only, provided that you do not (and do not allow any third party to) reproduce, duplicate, copy, assign, sublicense, grant a security interest in, rent, lease, loan, exploit for any commercial purposes, sell, distribute or otherwise transfer any right in or to the modified versions of the Software or the Documentation, in whole or in part and provided that you do not (and do not permit any third party to) modify or disable the License Mechanism, or attempt to modify or disable the License Mechanism.

Any modifications or additions to the Software will not affect our ownership of the Software.


Maintenance and Support

We will release upgrades to the Software from time to time in accordance with the maintenance programme notified on our website ("Upgrades").  We will use reasonable endeavours to provide certain support services in relation to the Software in accordance with the support programme notified on our website ("Support Services").  We will issue Upgrades to you, and provide the Support Services, free of charge for one year following our receipt of the License Fee from you ("Maintenance Period").  If you wish to continue to receive Upgrades and Support Services after the expiry of the Maintenance Period, you will be required to pay an annual fee, as notified on our website ("Maintenance Fee"). 

You are licensed to use the Upgrades that we issue to you only in accordance with the terms of this Agreement, and all of the terms of this Agreement that apply to the Software also apply to such Upgrades.

Our support programme and our maintenance programme (including the Maintenance Fee) are subject to change, as notified on our website from time to time.  All changes will be notified to you by being posted on our website.  It is your responsibility as a licensee to refer to these changes.  They will come into effect immediately on being posted (unless otherwise provided).


Security

You must take all appropriate steps to protect the Software and Documentation from unauthorised copying and use.  You must not modify or remove any trade marks, copyright or restricted rights notices on the Software and the Documentation.


Governing Law
The laws of New Zealand shall govern this Agreement and you submit to the non-exclusive jurisdiction of the New Zealand courts.  Any legal action arising out of or in connection with this Agreement must be heard in Wellington, New Zealand.


Tax

You will be responsible for all taxes payable on the License Fee and the Maintenance Fee and all other taxes, levies, deductions, charges, withholdings, duties or similar charges that may be imposed in relation to the license of the Software and the Documentation and the provision of any associated service under this Agreement.  Unless otherwise expressly provided, all License Fees, Maintenance Fees and other fees or charges are inclusive of New Zealand goods and services tax under the Goods and Services Tax Act 1985  (if any). 


Disclaimer of Warranty

THE SOFTWARE IS PROVIDED  "AS IS" AND WITHOUT WARRANTIES AS TO PERFORMANCE, MERCHANTABILITY OR ANY OTHER WARRANTIES WHETHER EXPRESSED OR IMPLIED. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE ERROR FREE. Because of the various hardware and software environments in which the Software may be installed and operated, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE IS OFFERED.  ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS RELATING TO THE SOFTWARE, DOCUMENTATION AND ANY ASSOCIATED SERVICE (WHETHER EXPRESS, IMPLIED OR WHENEVER ARISING) WHETHER ORIGINATING IN STATUTE, LAW, TRADE, CUSTOM OR OTHERWISE THAT WOULD (BUT FOR THIS PROVISION) APPLY, ARE EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.


Liability and Indemnity

You assume the entire risk of using the Software, the Documentation and any associated service.  We will not be liable to you, whether in contract or tort or under any other legal principle, for any direct or indirect losses or damages of any kind you suffer as a direct or indirect result of our provision of or your use of the Software, Documentation or any associated service, as a result of any defect in or failure of the Software, Documentation or any associated service, or as a result of our breach of any of our obligations under this Agreement.  Without limiting the foregoing, we will not be liable for your loss of business, actual or anticipated profits or savings, work stoppage, computer or software failure or malfunction, corruption or loss of data or files or non-delivery of messages.  NOTWITHSTANDING ANY CONTRARY PROVISION CONTAINED IN THIS AGREEMENT, OUR MAXIMUM LIABILITY TO YOU AND YOUR EXCLUSIVE REMEDY UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED EXCLUSIVELY TO OUR USING REASONABLE ENDEAVOURS TO REMEDY ANY DEFECT OR FAILURE OF THE SOFTWARE, DOCUMENTATION OR ASSOCIATED SERVICE OR OUR BREACH OF THIS AGREEMENT (AS THE CASE MAY BE).

YOU INDEMNIFY US FOR ALL COSTS (INCLUDING REASONABLE LEGAL COSTS ON A SOLICITOR AND CLIENT BASIS), LOSSES AND DAMAGES INCURRED BY US AS A RESULT OF ANY BREACH BY YOU OF YOUR OBLIGATIONS UNDER THIS AGREEMENT.


Termination

We may terminate this Agreement (and the license granted under it) immediately on notice if you commit any breach of this Agreement, or if we believe that you have taken a license of the Software and Documentation otherwise than in good faith.  Such termination will be without prejudice to our rights and remedies in respect of your breach of this Agreement.  Upon our notice of termination, all rights granted to you under this Agreement will cease and within 14 days of termination you must destroy all copies of the Software and the Documentation in your possession or control.