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| OMNI SOFTWARE LICENCE AGREEMENT |
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| Copyright © 2003 Omni AccountsTM Limited. All rights reserved. |
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| IMPORTANT - READ CAREFULLY: |
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Omni AccountsTM Limited ("OMNI") will grant you the
purchaser permission to use the Software (defined below) in accordance
with, and provided you consent to and agree to be bound by, the terms
and conditions contained in this OMNI Software Licence Agreement
("this Licence"). By installing, downloading, copying or in any other
manner using the Software, you will be deemed to have read, understood,
accepted and bound yourself to the said terms and conditions.
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If you purchased the Software in CD format from a third party or
directly from OMNI, and do not agree with the terms and conditions of
this Licence, promptly return the unused Software and all accompanying
items to the place of purchase, as provided below, within ten (10) days
of purchase, with a dated receipt for a full refund. If the Software
was pre-installed on your computer or CDRoms came packaged with your
computer at no extra charge, and if you do not agree with this Licence,
you may not use the Software.
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| 1. GRANT OF LICENCE |
| 2. UNDERTAKINGS |
| 3. TERMINATION |
| 4. UPDATES AND CHANGES TO LICENCE |
| 5. SATISFACTION GUARANTEED |
| 6. SUPPORT |
| 7. DISCLAIMER OF WARRANTIES |
| 8. LIMITATION OF LIABILITY AND INDEMNITY |
| 9. EXPORT RESTRICTIONS |
| 10. GENERAL PROVISIONS |
| 11. INTELLECTUAL PROPERTY RIGHTS |
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| 1. GRANT OF LICENCE |
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| 1.1 |
The term "the Software" in this Licence means the Omni AccountsTM
computer program with which this Licence is included and any
Updates (defined below) or maintenance releases thereto, any later
"switched on" functions ("Features") or collections of Features
("Bundles") and any related materials and accompanying documents.
The use by you of any services or content accessible through the
Software may be subject to your acceptance of separate agreements
with OMNI or third parties.
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| 1.2 |
This Licence applies to the: (a) single-user and (b) multi-user
versions of the Software.
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| 1.3 |
SINGLE-USER VERSION
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If you have purchased or otherwise legitimately acquired a
single-user version of the Software, you are granted a limited
non-exclusive non-transferable licence to use a single copy of the
Software on a single computer used by a single individual. You may
make one (1) backup copy of the Software for your own use. You may
not copy the printed materials accompanying the Software if any, or
print multiple copies of any online user documentation.
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| 1.4 |
MULTI-USER VERSION
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If you have purchased or otherwise legitimately acquired the
multi-user version of the Software, you are granted a limited
non-exclusive non-transferable licence to use the Software on the
number of computers within the network limited to the number of
users specified. You may make additional copies (limited to the
number of computers specified) of the printed materials
accompanying the Software if any, and/or print copies of any online
user documentation located in the Software.
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TRIAL PERIOD
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Certain unpurchased Features (switches) or Bundles on either the
single user version or multi user version of the Software may be
evaluated for fourteen (14) days. You are granted a limited
non-exclusive non-transferable licence to use such Features or
Bundles (whether in the single or multi user versions of the
Software) for evaluation purposes only for the duration of the
trial. Thereafter, you may purchase the right to use the
appropriate Feature or Bundle, which licence terms are specified
herein, by contacting OMNI or your retailer. During the trial you
may not copy any printed materials associated with the Features
being tried that accompany the Software, if any, or print multiple
copies of any online user documentation. BY YOUR TRIAL OF SUCH
FEATURES YOU UNDERSTAND AND AGREE THAT AFTER FOURTEEN (14) DAYS,
YOU WILL NOT BE ABLE TO CONTINUE TO ACCESS AND/OR USE THE FEATURES
OR ANY DATA YOU HAVE ENTERED INTO SUCH SOFTWARE, UNLESS YOU
PURCHASE THE FEATURE.
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| 2. UNDERTAKINGS |
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| 2.1 |
You undertake:
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| a) |
not to make additional copies of the Software; |
| b) |
not to enable others to use your registration code(s) or serial number(s), if any; |
| c) |
not to give copies to a person who has not purchased the appropriate licence for the Software from OMNI or install the Software on computers not covered by the appropriate licences for the Software from OMNI or to duplicate the Software by any other means including electronic transmission; |
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not to de-compile, reverse engineer, disassemble, or otherwise reduce the Software to human-perceivable form (except as permitted by applicable law and on prior written notice to OMNI) or disable any functionality, thereby limiting the use of the Software; |
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not to modify, adapt, translate, rent, sub-licence (including offering the Software to third parties on an applications service provider or time-sharing basis), assign, loan, resell for profit, or distribute the Software, disk(s), or related materials or create derivative works based upon the Software or any part thereof; |
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not to network the Software, except to the extent you have purchased a licence for the multi-user version as referenced above; |
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not to circumvent or attempt to circumvent any copy management or prevention system by any means; |
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to test the Software thoroughly in a non-critical environment before relying on it; |
| i) |
to maintain accurate and up-to-date records of the number and location of all copies of the Software; |
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to supervise and control use of the Software in accordance with the terms of this Licence; |
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to ensure that your employees or others who will use the Software are notified of this Licence and the terms hereof prior to using the same; |
| l) |
to reproduce and include the copyright notice of OMNI as it appears in or on the Software on all copies; |
| m) |
not to use the Software for immoral, illegal or for any other purpose which may be determined threatening, abusive or harmful including but not limited to the creation or transmission of any virus, worms, trojan horse, cancelbot or any other destructive or contaminating program; and |
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to frequently back up important data entered into the Software as data not backed up might be lost whether in the event of a crash or other error or on destruction of the Software on termination or otherwise. |
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| 3. TERMINATION |
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This Licence may be terminated by OMNI immediately and without
notice if you fail to comply with any term or condition. No refund
will be given. Upon such termination or discontinuance for any
reason, you must immediately destroy all complete and partial
copies of the Software, including all backup copies.
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| 4. UPDATES AND CHANGES TO LICENCE |
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| 4.1 |
From time to time, OMNI may, but shall not be obliged to, develop
and produce maintenance releases or subsequent and improved
versions of the Software ("Updates"). OMNI may make such
maintenance releases and Updates available on such terms as to
payment or otherwise at it determines in its absolute discretion.
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| 4.2 |
OMNI may deem it appropriate to update this Licence by giving
notice by email or on its website. Your continued use of the
Software or your purchase or downloading or installation or use of
any Updates or maintenance releases or new "switched on" functions
following such notice will constitute an acceptance of such changes
on your part.
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| 5. SATISFACTION GUARANTEED |
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| 5.1 |
If you are not 100% satisfied with the Software, OMNI's entire
liability and your exclusive remedy shall be:
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| a) |
if you purchased the Software in CD format, you may return the
Software and all accompanying items within thirty (30) days to the
third party from whom you purchased the Software or to OMNI (if
purchased from us) with a dated receipt for either a full refund
(if the third party is unable to issue a refund, call Omni at
+44(0)208 481 1020) or replacement of the Software;
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if you purchased the Software in CD format, the disks are defective
and you wish to apply for replacement disks after thirty (30) days
from date of purchase, you should call Omni at +44(0)208 481 1020
and provide your purchase details. At its discretion, Omni will
then send you the necessary replacement CD.
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| c) |
if the Software was pre-installed on your computer when you bought
it, or if the CD came packaged with your computer at no extra
charge, and the Software or CD is defective or the Software was
incorrectly installed, you should apply to obtain a replacement CD
from the company that manufactured your computer; or
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| d) |
if you obtained the Software by downloading it to your computer,
and the Software did not install properly, contact the provider of
the download site or OMNI.
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| 6. SUPPORT |
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| 6.1 |
We provide support only insofar as you have purchased one of our
support options. We will use reasonable endeavours to meet any
specified response times (or, if none, to respond within a
reasonable time) and to rectify specified faults or problems but do
not guarantee that any of these objectives will be achieved.
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| 6.2 |
We shall not in any event be obliged to supply support:
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in respect of faults or problems directly or indirectly arising from: |
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incorrect use of the Software; |
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products or services not supplied by us; or |
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any cause external to the Software; |
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where you are using anything other than the most recent version of the Software; |
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where you or any third party has modified the Software or attempted to resolve the problem. |
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| 7. DISCLAIMER OF WARRANTIES |
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| 7.1 |
OMNI MAKES NO REPRESENTATIONS OF ANY KIND (WHETHER WARRANTIES,
CONDITIONS OR OTHER TERMS, EXPRESS OR IMPLIED BY STATUTE,
COLLATERALLY OR OTHERWISE) THAT THE SOFTWARE COMPLIES WITH THE
ACCOUNTING LAWS OR REGULATIONS OF ANY PARTICULAR COUNTRY. IT IS
YOUR RESPONSIBILITY TO ENSURE THAT THE SOFTWARE IS IN ALL RESPECTS
SUITABLE FOR YOUR PURPOSES.
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| 7.2 |
WITHOUT PREJUDICE TO THE FOREGOING AND, EXCEPT AS PROVIDED ABOVE,
THE SOFTWARE IS PROVIDED "AS-IS," AND TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, OMNI DISCLAIMS ALL OTHER
REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS, EXPRESS OR
IMPLIED BY STATUTE, COLLATERALLY OR OTHERWISE, REGARDING THE
SOFTWARE, DISKS, AND RELATED MATERIALS, INCLUDING, WITHOUT LIMIT,
THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR SATISFACTORY QUALITY,
THEIR MERCHANTABILITY, OR THEIR NON-INFRINGEMENT. OMNI DOES NOT
WARRANT THAT THE SOFTWARE IS FREE FROM BUGS, VIRUSES, ERRORS, OR
OTHER PROGRAM LIMITATIONS, NOR DOES OMNI WARRANT ACCESS TO THE
INTERNET OR TO ANY OTHER SERVICE OR CONTENT THROUGH THE SOFTWARE.
FURTHERMORE, OMNI DOES NOT WARRANT CONTINUED ACCESS TO THE TRIAL
VERSION OF THE SOFTWARE OR TO THE DATA ENTERED INTO THE TRIAL
VERSION OF THE SOFTWARE AFTER THE SPECIFIED TRIAL PERIOD.
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| 8. LIMITATION OF LIABILITY AND INDEMNITY |
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| 8.1 |
Nothing in this Licence in any way excludes or restricts the
liability of OMNI and its Representatives (defined below) for
negligence causing death or personal injury or for fraudulent
misrepresentation or for anything that may not legally be excluded
or restricted. Nor does it affect consumers' statutory rights.
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| 8.2 |
THE ENTIRE LIABILITY OF OMNI AND ITS REPRESENTATIVES (AS DEFINED
BELOW) IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE IN
CONNECTION WITH THIS LICENCE OR THE SOFTWARE FOR ANY ONE EVENT OR
SERIES OF RELATED EVENTS SHALL BE LIMITED TO THE AMOUNT PAID BY THE
CUSTOMER FOR THE SOFTWARE AND RELATED SERVICES OR CONTENT PURCHASED
FROM OMNI OR ITS AUTHORIZED RESELLER OR SERVICE PROVIDERS.
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| 8.3 |
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OMNI AND ITS
DIRECTORS, OFFICERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES,
LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY
CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS OR SUPPLIERS
("REPRESENTATIVES") ARE NOT LIABLE FOR ANY:
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INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; |
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ECONOMIC LOSSES (INCLUDING, BUT NOT LIMITED TO: DAMAGES FOR LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF PROFITS, REVENUES, INVESTMENT, SAVINGS OR THE LIKE); |
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LOSS OF GOODWILL OR REPUTATION; OR |
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DAMAGE TO OR LOSS OF DATA |
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WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, EVEN IF OMNI OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH
HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
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| 8.4 |
THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL
ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN OMNI AND YOU. OMNI
WOULD NOT BE ABLE TO HAVE PROVIDED THIS SOFTWARE OR SERVICES
WITHOUT SUCH LIMITATIONS.
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| 8.5 |
YOU WILL INDEMNIFY OMNI AGAINST ALL CLAIMS, DAMAGES, LIABILITIES,
COSTS (INCLUDING REASONABLE LEGAL FEES) DIRECTLY OR INDIRECTLY
RELATED TO YOUR USE OF THE SOFTWARE.
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| 9. EXPORT RESTRICTIONS |
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You acknowledge and agree that the Software is subject to
restrictions and controls imposed by the laws applicable in the
United Kingdom ("the Acts"). You agree and certify that neither the
Software nor any direct product thereof will be used for any
purpose prohibited by the Acts.
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| 10. GENERAL PROVISIONS |
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| 10.1 |
This Agreement sets forth OMNI's and its Representatives' entire
liability and your exclusive remedy with respect to the Software
(except in relation to fraudulent misrepresentation). You
acknowledge that this Licence is a complete statement of the
agreement between you and OMNI with respect to the Software, and
that there are no other prior or contemporaneous understandings,
promises, representations, or descriptions regarding the Software.
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| 10.2 |
This Agreement does not limit any rights that OMNI may have under
trade mark, trade secret, copyright, patent, or other laws.
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| 10.3 |
The Representatives of OMNI are not authorised to make
modifications to this Licence or to make any additional
representations, commitments, or warranties binding on Omni, other
than in writing whether as envisaged in clause 4.2 or otherwise.
Accordingly, any such additional statements are not binding on OMNI
and you should not rely upon such statements.
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| 10.4 |
If any provision of this Licence is invalid or unenforceable under
applicable law, then it is, to that extent, deemed omitted and the
remaining provisions will continue in full force and effect.
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| 10.5 |
This Licence is governed by English Law and is subject to the
exclusive jurisdiction of the English Courts.
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| 11. INTELLECTUAL PROPERTY RIGHTS |
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The Software in its entirety is protected by copyright laws and
also contains Omni trade secrets. Omni AccountsTM, the
Omni logo, among others, are trade marks and/or registered service
marks of OMNI. Omniaccounts.com, and Omniaccounts.co.za among
others, are trade marks and/or service marks of OMNI, or one of its
subsidiaries. Other parties' trade marks or service marks are the
property of their respective owners and should be treated as such.
All copyright, trade secrets, trade marks, service marks and other
intellectual property rights subsisting in or used in connection
with the Software (including but not limited to all images,
animations, audio and other identifiable material relating to the
Software) are and remain the sole property of OMNI and / or such
third parties.
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Copyright © 2002 Omni AccountsTM Limited. All
rights reserved.
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Omni Accounts Ltd
Clarendon House
147 London Road
Kingston upon Thames
Surrey
KT2 6NH
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0103
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