NOTICE TO ALL USERS: CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT ("AGREEMENT"), FOR THE LICENCE OF SPECIFIED SOFTWARE ("SOFTWARE") PRODUCED BY 121 Outsource Ltd.
IF YOU HAVE PURCHASED THIS SOFTWARE VIA THE INTERNET BY DOWNLOADING THE SOFTWARE, YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) CONSENT TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE BUTTON THAT INDICATES THAT YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT AND DO NOT INSTALL THE SOFTWARE.
THE RIGHT TO RETURN AND REFUND EXTENDS ONLY TO THE ORIGINAL PURCHASER.
1. Subject of the Agreement. Subject to the payment of the applicable license fees, and subject to the terms and conditions of this Agreement, 121 Outsource Ltd hereby grants to you a nonexclusive, non-transferable right to use one copy of the specified version of the Software and the accompanying documentation (the "Documentation") for the term of this Agreement solely for your own internal business purposes. You may install one copy of the Software on one computer, workstation, smart device, or any other electronic device for which the Software was designed (each, a "Device").
2. Ownership Rights. The Software is protected by copyright laws. 121 Outsource Ltd and its suppliers own and retain all right, title and interest in and to the Software, including all copyrights, patents, trademarks, and other intellectual property rights therein. Your possession, installation, or use of the Software does not transfer to you any title to the intellectual property in the Software, and you will not acquire any rights to the Software except as expressly set forth in this Agreement.
3. Confidentiality. You agree that the Software and the Documentation, including the specific design and structure of individual programs constitute confidential proprietary information of 121 Outsource Ltd. You are not entitled to disclose, provide, or otherwise make available such confidential information in any form to any third party without the prior written consent of 121 Outsource Ltd. You shall implement reasonable security measures to protect such confidential information.
4. Use. The Software is licensed as a single product; it may be used only on one Device or by one user at a time, except as set forth in this Section.
4.1. The Software is "in use" on a Device when it is loaded into the temporary memory (i.e., random-access memory or RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that Device. This license authorizes you to make only back-up copy of the Software as is necessary for its lawful use and solely for back-up purposes, provided that the copy contains all the Software's proprietary notices. You will maintain records of the number and location of all copies of the Software and Documentation and will take all reasonable precautions to protect the Software from unauthorized copying or use.
4.2. If you sell the Device on which the Software is installed, you will ensure that all copies of the Software have been previously deleted.
4.3. You are not entitled to decompile, reverse engineer, disassemble or otherwise reduce any part of this Software to human readable form nor permit any third party to do so. The interface information necessary to achieve interoperability of the Software with independently created computer programs will be provided by 121 Outsource Ltd on request on payment of its reasonable costs and expenses for procuring and supplying such information. In the event 121 Outsource Ltd notifies you that it does not intend to make such information available for any reason, including (without limitation) costs, you shall be permitted to take such steps to achieve interoperability provided that you may only reverse engineer or decompile to the extent permitted by law.
4.4. You are not entitled to make error corrections to or otherwise modify, adapt or translate the Software nor create derivative works of the Software, nor permit any third party to copy the Software (other than as expressly permitted herein).
4.5. You are not entitled to rent, lease, or lend the Software to any other person, nor transfer or sublicense your license rights to any other person.
4.6. At the expiration of your license period to use Software you are obliged to uninstall the Software if you are not going to prolong the period of validity of the license to use the Software.
5. Term. This Agreement is effective for the period specified by your subscription unless and until earlier terminated as set forth herein. This Agreement and the license to use Software will be terminated automatically if you fail to comply with any of the conditions, limitations or other requirements described herein. Upon any termination or expiration of this Agreement, you must immediately destroy all copies of the Software and the Documentation. You may terminate this Agreement at any point by destroying all copies of the Software and the Documentation.
6. Support. 121 Outsource Ltd will provide you with technical support services by an Online Ticket Service ("Technical Support") for a period of this Agreement term of validity. Technical Support means: free software updates, extended technical support via E-mail or online calendar booking.
7. Limited Warranty
(I) 121 Outsource Ltd warrants that for the term of your subscription, the Software will perform substantially in accordance with the functionality described in the Documentation when operated properly and in the manner specified in the Documentation.
(II) You accept all responsibility for the selection of this Software to meet your requirements. 121 Outsource Ltd does not warrant that the Software and/or the Documentation will be suitable for such requirements nor that any use will be uninterrupted and error free.
(III) 121 Outsource Ltd does not warrant that this Software identifies all known malwares, nor that the Software will not occasionally erroneously report a malware in a title not infected by that malware.
(IV) Your sole remedy and the entire liability of 121 Outsource Ltd for breach of the warranty at paragraph(i) Will be at 121 Outsource Ltd option, to repair, replace or refund of the Software if reported to 121 Outsource Ltd or its designee during the warranty period. You shall provide all information as may be reasonably necessary to assist in resolving the defective item.
(V) The warranty in (i) shall not apply if you (a) make or cause to be made any modifications to this Software without the consent of 121 Outsource Ltd, (b) use the Software in a manner for which it was not intended or (c) use the Software other than as permitted under this Agreement;
(VI) The warranties and conditions stated in this Agreement are in lieu of all other conditions, warranties or other terms concerning the supply or purported supply of, failure to supply or delay in supplying the Software or the Documentation which might but for this paragraph (v) have effect between 121 Outsource Ltd and you, or would otherwise be implied into or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, all of which are hereby excluded (including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or as to the use of reasonable skill and care).
8. Limitation of Liability
(I) Nothing in this Agreement shall exclude or limit 121 Outsource Ltd ‘s liability for (A) the tort of deceit, (B) death or personal injury caused by its breach of a law duty of care or any negligent breach of the term of this Agreement or (C) any liability which cannot be excluded by law.
(II) Subject to paragraph (i), 121 Outsource Ltd shall have no liability (whether in contract, tort, restitution or otherwise) for any of the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise):
(a) Loss of revenue.
(b) Loss of actual or anticipated profits (including for loss of profits on contracts);
(c) Loss of the use of money.
(d) Loss of anticipated savings.
(e) Loss of business.
(f) Loss of opportunity.
(g) Loss of goodwill.
(h) Loss of reputation.
(i) Loss of, damage to or corruption of data; or
(j) Any indirect or consequential loss or damage howsoever caused (including, for the avoidance of doubt, where such loss or damage is of the type specified in paragraph (ii), (a) to (ii), (i).
(III) 121 Outsource Ltd shall have no liability for Software incompatibility with the software of any other developer.
(IV) Subject to paragraph (i), 121 Outsource Ltd.’s liability (whether in contract, tort, restitution or otherwise) arising out of or in connection with the supply of the Software shall in no circumstances exceed a sum equal to the amount equally paid by you for the Software.
(V) In case of your breach duty defined in the subsection 4.6 of this Agreement 121 Outsource Ltd shall have no liability for losses or damage caused by Software.
9. The construction and interpretation of this Agreement shall be governed in accordance with the laws of EC. The parties hereby submit to the jurisdiction of the Arbitration Institute of the Stockholm Chamber of Commerce in case of the dispute which cannot be resolved by negotiations between parties.