END USER LICENSE AGREEMENT
PLEASE READ THIS SOFTWARE License AGREEMENT CAREFULLY. PERMISSION TO USE THIS SOFTWARE IS
CONDITIONAL ON YOU AGREEING TO THE TERMS OF THIS License. IF YOU USE THIS SOFTWARE YOU ARE
AGREEING TO THE TERMS OF THIS License.
BACKGROUND TO THE License:
A. A reference in this License to the “Software” means Game Fire software product and a
reference to the “Documentation” includes any documentation provided by Smart PC Utilities to
use the Software.
B. You wish to use the Software.
C. Smart PC Utilities, Ltd. (“Smart PC Utilities”) grants you a non-transferable non-exclusive
license to use the Software on the terms and conditions of this License.
PROVISIONS OF THE License:
1. LICENSE
1.1 In consideration of the payment by you of the applicable fee indicated on Smart PC
Utilities’ web site (unless the software is free of charge which will also be indicated) in
respect of the Software (the “Fee”) Smart PC Utilities grants to you a non-exclusive and
non-transferable license to:
(a) install and use the Software and Documentation for your own personal or internal business
purposes subject to the terms of this License;
(b) make one copy of the Software and Documentation for backup and disaster recovery purposes
only; and
(c) use the Software and Documentation strictly in accordance with the provisions of this
License and any documentation provided by Smart PC Utilities for that purpose.
Smart PC Utilities reserves all rights not expressly granted to you in this License.
1.2 The Software licensed to you may be used by a single person personally on one computer. Only
you can use this copy of the software. In order for someone else to use a copy of this software
they must obtain their own individual and separate license.
1.3 You undertake:
(a) to supervise and control the use of the Software in accordance with the terms of this
License;
(b) to ensure that (if applicable) your employees, sub-contractors and other agents who have
authorized access to the Software are made aware of the terms of, and comply with, this License;
(c) to not provide or otherwise make available the Software in any form to any person other than
as permitted in this License; and
(d) to ensure that any permitted copy of the Software and Documentation bears notice of Smart PC
Utilities’ ownership of copyright.
2. MODIFICATIONS
2.1 You must not modify or alter the Software or merge all or any part of the Software with any
other software without Smart PC Utilities’ written permission. If the Software is modified or
altered:
(a) the costs associated with the modifications or alterations will be borne solely by you; and
(b) you will fully indemnify Smart PC Utilities against all liability, cost and expenses
(including legal costs) which may be incurred by Smart PC Utilities if such modifications or
alterations infringe any intellectual property rights of a third person or otherwise cause Smart
PC Utilities to suffer loss, damages or expense.
2.2 The Software as modified or altered remains the property of Smart PC Utilities in all
respects, whether modified by you, Smart PC Utilities or a third party and whether or not
authorized pursuant to this License. You must assign to Smart PC Utilities all intellectual
property rights arising out of any modifications to the Software.
2.3 This License applies to the Software as modified or altered.
2.4 Other than as required by law. you may not reverse engineer, reverse assemble or reverse
compile or directly or indirectly allow or cause a third party to reverse engineer, reverse
assemble or reverse compile the whole or any party of the Software.
3. SECURITY
3.1 You are responsible for the use, supervision, management and control of the Software and
Documentation.
3.2 You must use reasonable endeavors to ensure that the Software is protected at all times from
misuse, damage, destruction or any form of unauthorized use.
3.3 You must keep accurate records of use, copying, modification and disclosure of the Software.
4. UPDATES AND NEW RELEASES
4.1 Smart PC Utilities may in its sole discretion notify you from time to time of any update or
new release of the Software which provides functions equal to or better than the Software.
4.2 Where an update or new release is provided by Smart PC Utilities:
(a) you must immediately install the update or new release and Smart PC Utilities is not liable
for, and will (notwithstanding any other provision of this License) not accept any liability for
any previous version or release; and
(b) you may be required to enter into a new license for the new update or release and this
License (and any previous license for the Software) will be terminated immediately upon your
acceptance of those terms. In the event that no new license is supplied, this License will
continue to apply in all respects to the update or new release which shall be deemed to be the
Software for the purpose of this License.
(c) you may be required to renew your updates subscription to be eligable to install and use the
new Software update or release.
5. WARRANTIES
5.1 Smart PC Utilities warrants that:
(a) it has authority to grant the rights granted in this License; and
(b) the Software will operate in conformity with the Documentation in all material
respects.
5.2 Smart PC Utilities WILL NOT BE LIABLE UNDER THIS CLAUSE TO THE EXTENT THAT A DEFECT IS
CAUSED BY YOUR USE OF THE SOFTWARE OTHER THAN IN ACCORDANCE WITH THIS License, INCLUDING THE
FAILURE BY YOU OR A THIRD PARTY TO MAINTAIN THE OPERATING ENVIRONMENT DESIGNATED IN THE
DOCUMENTATION OR TO OTHERWISE USE THE SOFTWARE IN ACCORDANCE WITH ANY SPECIFICATIONS ISSUED BY
Smart PC Utilities.
5.3 YOU ACKNOWLEDGE THAT THE SOFTWARE IS DISTRIBUTED AS IS AND Smart PC Utilities IN NO WAY
GUARANTEES THAT IT WILL OPERATE UNINTERRUPTED OR BE ERROR FREE. YOU ACKNOWLEDGE THAT THE
EXISTENCE OF ANY ERRORS DOES NOT CONSTITUTE A BREACH OF THIS License.
5.4 YOU FURTHER ACKNOWLEDGE THAT GOOD DATA PROCESSING PROCEDURES DICTATE THAT ANY SOFTWARE BE
THOROUGHLY TESTED WITH NON-CRITICAL DATA BEFORE RELYING ON IT. YOU ASSUME THE ENTIRE RISK OF
USING THE SOFTWARE AND DOCUMENTATION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART
OF THIS LICENSE.
5.5 YOU ACKNOWLEDGE THAT YOU HAVE EXERCISED YOUR INDEPENDENT JUDGEMENT IN LICENSING THE SOFTWARE
AND HAVE NOT RELIED ON ANY REPRESENTATION MADE BY Smart PC Utilities WHICH HAS NOT BEEN STATED
EXPRESSLY IN THIS License OR UPON ANY DESCRIPTIONS OR ILLUSTRATIONS OR SPECIFICATIONS CONTAINED
IN ANY DOCUMENT INCLUDING PUBLICITY MATERIAL PRODUCED BY Smart PC Utilities.
5.6 OTHER THAN IMPLIED BY LAW, THE WARRANTIES IN THIS CLAUSE REPRESENT ALL OF THE WARRANTIES
GIVEN BY Smart PC Utilities AND NO TERM OR WARRANTY WILL BE IMPLIED.
6. CONFIDENTIALITY
6.1 A party may not, without the prior written approval of the other party, disclose the other
party’s Confidential Information (as defined below). A party will not be in breach of this
License in circumstances where it is legally compelled to disclose the other party’s
Confidential Information.
6.2 Each party must take all reasonable steps to ensure that its employees and agents, and any
sub-contractors engaged for the purposes of this License, do not disclose the other party’s
Confidential Information.
6.3 A party may disclose the other party’s Confidential Information:
(a) to its related companies, solicitors, auditors, insurers and accountants who require
information for the purpose of this License; or
(b) if required to disclose the information by law or the rules of any Stock Exchange.
6.4 This clause will survive the termination of this License.
7. INTELLECTUAL PROPERTY RIGHTS
You acknowledge that the Software and Documentation are the subject of intellectual property
rights including copyright (the “Rights”). You shall not during or any time after the
termination of this License permit any act (including without limitation copying the Software
except as permitted in this License) which infringes those Rights. For the avoidance of doubt
this License does not give you any right to use any trademarks of Smart PC Utilities associated
with the Software or Documentation. You will fully indemnify Smart PC Utilities against all
liability, cost and expenses (including legal costs) which may be incurred by Smart PC Utilities
as a result of your breach of the provisions of this clause 10.
8. LIABILITY
8.1 SUBJECT TO CLAUSE 10.2, Smart PC Utilities’ TOTAL LIABILITY TO YOU IN RESPECT OF ALL CLAIMS
ARISING OUT OF OR IN ANY WAY RELATING TO THIS License OR THE SOFTWARE INCLUDING CLAIMS UNDER ANY
INDEMNITY OR FOR NEGLIGENCE SHALL BE STRICTLY LIMITED TO THE FEE PAID UNDER THIS License.
8.2 ANY DAMAGES RESULTING FROM A BREACH OF THIS License BY EITHER PARTY IS LIMITED TO ACTUAL
DAMAGES INCURRED BY THE PARTY CLAIMING DAMAGES. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR
ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL LOSS OR DAMAGE INCLUDING BUT NOT LIMITED TO
LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, LOST PROFITS OR FOR PUNITIVE OR EXEMPLARY
DAMAGES EVEN IF Smart PC Utilities HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3 IF ANY CONDITION OR WARRANTY IS IMPLIED INTO THIS AGREEMENT BY LAW AND CANNOT BE EXCLUDED,
THE LIABILITY OF Smart PC Utilities FOR BREACH OF THE CONDITION OR WARRANTY IS LIMITED TO ONE OR
MORE OF THE FOLLOWING AT Smart PC Utilities’ OPTION:
(I) IN THE CASE OF GOODS;
(1) THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS;
(2) THE REPAIR OF THE GOODS;
(3) THE PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR
(4) THE PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED; OR
(II) IN THE CASE OF SERVICES;
(1) THE SUPPLYING OF THE SERVICES AGAIN; OR
(2) THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.
9. REFUND POLICY
To ensure that you have enough time to evaluate whether the Software meets your needs, Smart PC
Utilities provides a 30-day Money Back Guarantee.
9.1 Please have your order number available in order to speed up the refund process. Your
request will be reviewed within 2 days and we will notify you via email of the results.
9.2 Refund request is accepted up to 30 days from the date of placing the order.
9.3 You may submit a request to cancel your order on the same day the order was placed.
9.4 Once a refund is issued, the corresponding license will be deactivated and you may be asked
to manually revoke product license before completing the refund process.
9.5 If the refund request is not submitted within the Software specified money-back-guarantee
period, no refund will be issued.
10. TERMINATION
10.1 A party may terminate this License immediately by written notice if:
(a) the other party is in material breach of any term of this License and such breach is not
remedied within thirty (30) days of notification; or
(b) the other party becomes, threatens or resolves to become or is in jeopardy of becoming
subject to any form of insolvency administration.
10.2 Upon termination of this License you must immediately cease using the Software and destroy
all copies of the Software and the Documentation.
11. GENERAL
11.1 You may not assign this License without the written consent of the other party (such
consent not to be unreasonably withheld or delayed).
11.2 Any express statement of a right of Smart PC Utilities under this License is without
prejudice to any other rights of Smart PC Utilities expressly stated in this License or existing
at law.
11.3 The obligations of the parties under this License are suspended during the continuance of
any Force Majeure Event to the extent that those obligations are affected by the Force Majeure
Event.
11.4 This License is governed by the laws of USA and the parties submit to the non-exclusive
jurisdiction of the courts exercising jurisdiction there.
11.5 All notices must be in writing and addressed in the case of notices to Smart PC Utilities
to its registered office.
11.6 Each party must take all steps as may be reasonably required by the other party to give
effect to the terms of this License and transactions contemplated by this License.
11.7 This License contains the entire agreement between the parties with respect to its subject
matter.
11.8 Each party acknowledges that in entering into this License it has not relied on any
representation or warranties about its subject matter except as provided in this License.
11.9 No delay, neglect or forbearance on the part of any party in enforcing against any other
party any obligation under this License will operate as a waiver or in any way prejudice any
right under this License.
11.10 If any provision of this License is held to be invalid, illegal or unenforceable, this
License will continue otherwise in full force and effect apart from such provision which will be
taken to be deleted.
11.11 Any variation of this License must be in writing signed by each party.
12. DEFINITIONS AND INTERPRETATION
12.1 Definitions
In this License, unless the context otherwise requires:
“Confidential Information” means the confidential information of a party which relates to the
subject matter of this agreement and includes information relating to:
(a) the design, specification and content of the Software;
(b) the personnel, polices or business strategies of Smart PC Utilities; and
(c) the terms upon which the Software is being supplied and installed pursuant to this License.
“Force Majeure Event” means any event not within the control of a party whose obligations are
affected;
“GST” means goods and services tax or any similar tax;
12.2 In this License, unless the context otherwise requires:
(a) headings are for convenience only and do not affect interpretation;
(b) the singular includes the plural and conversely;
(c) the gender includes all genders;
(d) where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(e) a reference to a person includes any body corporate, unincorporated body or other entity and
conversely;
(f) a reference to a clause is to a clause of this License;
(g) a reference to any party to this License or any other agreement or document includes the
party’s successors and permitted assigns;
(h) a reference to any agreement or document is to that agreement or document as amended,
notated, supplemented, varied or replaced from time to time, where applicable, in accordance
with this License or that other agreement or document;
(i) a reference to any legislation or to any provision of any legislation includes any
modification or re-enactment of it, any legislative provision substituted for it and all
regulations and statutory instruments issued under it;
(j) a reference to conduct includes, without limitation, any omissions, statement or
undertaking, whether or not in writing;
(k) all references to $ are to US dollars; and
(l) where two or more persons have rights or obligations they are bound jointly and
severally.
END USER LICENSE AGREEMENT
PLEASE READ THIS SOFTWARE License AGREEMENT CAREFULLY. PERMISSION TO USE THIS SOFTWARE IS
CONDITIONAL ON YOU AGREEING TO THE TERMS OF THIS License. IF YOU USE THIS SOFTWARE YOU ARE
AGREEING TO THE TERMS OF THIS License.
BACKGROUND TO THE License:
A. A reference in this License to the “Software” means PC Startup Master software product and a
reference to the “Documentation” includes any documentation provided by Smart PC Utilities to
use the Software.
B. You wish to use the Software.
C. Smart PC Utilities, Ltd. (“Smart PC Utilities”) grants you a non-transferable non-exclusive
license to use the Software on the terms and conditions of this License.
PROVISIONS OF THE License:
1. LICENSE
1.1 In consideration of the payment by you of the applicable fee indicated on Smart PC
Utilities’ web site (unless the software is free of charge which will also be indicated) in
respect of the Software (the “Fee”) Smart PC Utilities grants to you a non-exclusive and
non-transferable license to:
(a) install and use the Software and Documentation for your own personal or internal business
purposes subject to the terms of this License;
(b) make one copy of the Software and Documentation for backup and disaster recovery purposes
only; and
(c) use the Software and Documentation strictly in accordance with the provisions of this
License and any documentation provided by Smart PC Utilities for that purpose.
Smart PC Utilities reserves all rights not expressly granted to you in this License.
1.2 The Software licensed to you may be used by a single person personally on one computer. Only
you can use this copy of the software. In order for someone else to use a copy of this software
they must obtain their own individual and separate license.
1.3 You undertake:
(a) to supervise and control the use of the Software in accordance with the terms of this
License;
(b) to ensure that (if applicable) your employees, sub-contractors and other agents who have
authorized access to the Software are made aware of the terms of, and comply with, this License;
(c) to not provide or otherwise make available the Software in any form to any person other than
as permitted in this License; and
(d) to ensure that any permitted copy of the Software and Documentation bears notice of Smart PC
Utilities’ ownership of copyright.
2. MODIFICATIONS
2.1 You must not modify or alter the Software or merge all or any part of the Software with any
other software without Smart PC Utilities’ written permission. If the Software is modified or
altered:
(a) the costs associated with the modifications or alterations will be borne solely by you; and
(b) you will fully indemnify Smart PC Utilities against all liability, cost and expenses
(including legal costs) which may be incurred by Smart PC Utilities if such modifications or
alterations infringe any intellectual property rights of a third person or otherwise cause Smart
PC Utilities to suffer loss, damages or expense.
2.2 The Software as modified or altered remains the property of Smart PC Utilities in all
respects, whether modified by you, Smart PC Utilities or a third party and whether or not
authorized pursuant to this License. You must assign to Smart PC Utilities all intellectual
property rights arising out of any modifications to the Software.
2.3 This License applies to the Software as modified or altered.
2.4 Other than as required by law. you may not reverse engineer, reverse assemble or reverse
compile or directly or indirectly allow or cause a third party to reverse engineer, reverse
assemble or reverse compile the whole or any party of the Software.
3. SECURITY
3.1 You are responsible for the use, supervision, management and control of the Software and
Documentation.
3.2 You must use reasonable endeavors to ensure that the Software is protected at all times from
misuse, damage, destruction or any form of unauthorized use.
3.3 You must keep accurate records of use, copying, modification and disclosure of the Software.
4. UPDATES AND NEW RELEASES
4.1 Smart PC Utilities may in its sole discretion notify you from time to time of any update or
new release of the Software which provides functions equal to or better than the Software.
4.2 Where an update or new release is provided by Smart PC Utilities:
(a) you must immediately install the update or new release and Smart PC Utilities is not liable
for, and will (notwithstanding any other provision of this License) not accept any liability for
any previous version or release; and
(b) you may be required to enter into a new license for the new update or release and this
License (and any previous license for the Software) will be terminated immediately upon your
acceptance of those terms. In the event that no new license is supplied, this License will
continue to apply in all respects to the update or new release which shall be deemed to be the
Software for the purpose of this License.
(c) you may be required to renew your updates subscription to be eligable to install and use the
new Software update or release.
5. WARRANTIES
5.1 Smart PC Utilities warrants that:
(a) it has authority to grant the rights granted in this License; and
(b) the Software will operate in conformity with the Documentation in all material
respects.
5.2 Smart PC Utilities WILL NOT BE LIABLE UNDER THIS CLAUSE TO THE EXTENT THAT A DEFECT IS
CAUSED BY YOUR USE OF THE SOFTWARE OTHER THAN IN ACCORDANCE WITH THIS License, INCLUDING THE
FAILURE BY YOU OR A THIRD PARTY TO MAINTAIN THE OPERATING ENVIRONMENT DESIGNATED IN THE
DOCUMENTATION OR TO OTHERWISE USE THE SOFTWARE IN ACCORDANCE WITH ANY SPECIFICATIONS ISSUED BY
Smart PC Utilities.
5.3 YOU ACKNOWLEDGE THAT THE SOFTWARE IS DISTRIBUTED AS IS AND Smart PC Utilities IN NO WAY
GUARANTEES THAT IT WILL OPERATE UNINTERRUPTED OR BE ERROR FREE. YOU ACKNOWLEDGE THAT THE
EXISTENCE OF ANY ERRORS DOES NOT CONSTITUTE A BREACH OF THIS License.
5.4 YOU FURTHER ACKNOWLEDGE THAT GOOD DATA PROCESSING PROCEDURES DICTATE THAT ANY SOFTWARE BE
THOROUGHLY TESTED WITH NON-CRITICAL DATA BEFORE RELYING ON IT. YOU ASSUME THE ENTIRE RISK OF
USING THE SOFTWARE AND DOCUMENTATION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART
OF THIS LICENSE.
5.5 YOU ACKNOWLEDGE THAT YOU HAVE EXERCISED YOUR INDEPENDENT JUDGEMENT IN LICENSING THE SOFTWARE
AND HAVE NOT RELIED ON ANY REPRESENTATION MADE BY Smart PC Utilities WHICH HAS NOT BEEN STATED
EXPRESSLY IN THIS License OR UPON ANY DESCRIPTIONS OR ILLUSTRATIONS OR SPECIFICATIONS CONTAINED
IN ANY DOCUMENT INCLUDING PUBLICITY MATERIAL PRODUCED BY Smart PC Utilities.
5.6 OTHER THAN IMPLIED BY LAW, THE WARRANTIES IN THIS CLAUSE REPRESENT ALL OF THE WARRANTIES
GIVEN BY Smart PC Utilities AND NO TERM OR WARRANTY WILL BE IMPLIED.
6. CONFIDENTIALITY
6.1 A party may not, without the prior written approval of the other party, disclose the other
party’s Confidential Information (as defined below). A party will not be in breach of this
License in circumstances where it is legally compelled to disclose the other party’s
Confidential Information.
6.2 Each party must take all reasonable steps to ensure that its employees and agents, and any
sub-contractors engaged for the purposes of this License, do not disclose the other party’s
Confidential Information.
6.3 A party may disclose the other party’s Confidential Information:
(a) to its related companies, solicitors, auditors, insurers and accountants who require
information for the purpose of this License; or
(b) if required to disclose the information by law or the rules of any Stock Exchange.
6.4 This clause will survive the termination of this License.
7. INTELLECTUAL PROPERTY RIGHTS
You acknowledge that the Software and Documentation are the subject of intellectual property
rights including copyright (the “Rights”). You shall not during or any time after the
termination of this License permit any act (including without limitation copying the Software
except as permitted in this License) which infringes those Rights. For the avoidance of doubt
this License does not give you any right to use any trademarks of Smart PC Utilities associated
with the Software or Documentation. You will fully indemnify Smart PC Utilities against all
liability, cost and expenses (including legal costs) which may be incurred by Smart PC Utilities
as a result of your breach of the provisions of this clause 10.
8. LIABILITY
8.1 SUBJECT TO CLAUSE 10.2, Smart PC Utilities’ TOTAL LIABILITY TO YOU IN RESPECT OF ALL CLAIMS
ARISING OUT OF OR IN ANY WAY RELATING TO THIS License OR THE SOFTWARE INCLUDING CLAIMS UNDER ANY
INDEMNITY OR FOR NEGLIGENCE SHALL BE STRICTLY LIMITED TO THE FEE PAID UNDER THIS License.
8.2 ANY DAMAGES RESULTING FROM A BREACH OF THIS License BY EITHER PARTY IS LIMITED TO ACTUAL
DAMAGES INCURRED BY THE PARTY CLAIMING DAMAGES. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR
ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL LOSS OR DAMAGE INCLUDING BUT NOT LIMITED TO
LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, LOST PROFITS OR FOR PUNITIVE OR EXEMPLARY
DAMAGES EVEN IF Smart PC Utilities HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3 IF ANY CONDITION OR WARRANTY IS IMPLIED INTO THIS AGREEMENT BY LAW AND CANNOT BE EXCLUDED,
THE LIABILITY OF Smart PC Utilities FOR BREACH OF THE CONDITION OR WARRANTY IS LIMITED TO ONE OR
MORE OF THE FOLLOWING AT Smart PC Utilities’ OPTION:
(I) IN THE CASE OF GOODS;
(1) THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS;
(2) THE REPAIR OF THE GOODS;
(3) THE PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR
(4) THE PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED; OR
(II) IN THE CASE OF SERVICES;
(1) THE SUPPLYING OF THE SERVICES AGAIN; OR
(2) THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.
9. REFUND POLICY
To ensure that you have enough time to evaluate whether the Software meets your needs, Smart PC
Utilities provides a 30-day Money Back Guarantee.
9.1 Please have your order number available in order to speed up the refund process. Your
request will be reviewed within 2 days and we will notify you via email of the results.
9.2 Refund request is accepted up to 30 days from the date of placing the order.
9.3 You may submit a request to cancel your order on the same day the order was placed.
9.4 Once a refund is issued, the corresponding license will be deactivated and you may be asked
to manually revoke product license before completing the refund process.
9.5 If the refund request is not submitted within the Software specified money-back-guarantee
period, no refund will be issued.
10. TERMINATION
10.1 A party may terminate this License immediately by written notice if:
(a) the other party is in material breach of any term of this License and such breach is not
remedied within thirty (30) days of notification; or
(b) the other party becomes, threatens or resolves to become or is in jeopardy of becoming
subject to any form of insolvency administration.
10.2 Upon termination of this License you must immediately cease using the Software and destroy
all copies of the Software and the Documentation.
11. GENERAL
11.1 You may not assign this License without the written consent of the other party (such
consent not to be unreasonably withheld or delayed).
11.2 Any express statement of a right of Smart PC Utilities under this License is without
prejudice to any other rights of Smart PC Utilities expressly stated in this License or existing
at law.
11.3 The obligations of the parties under this License are suspended during the continuance of
any Force Majeure Event to the extent that those obligations are affected by the Force Majeure
Event.
11.4 This License is governed by the laws of USA and the parties submit to the non-exclusive
jurisdiction of the courts exercising jurisdiction there.
11.5 All notices must be in writing and addressed in the case of notices to Smart PC Utilities
to its registered office.
11.6 Each party must take all steps as may be reasonably required by the other party to give
effect to the terms of this License and transactions contemplated by this License.
11.7 This License contains the entire agreement between the parties with respect to its subject
matter.
11.8 Each party acknowledges that in entering into this License it has not relied on any
representation or warranties about its subject matter except as provided in this License.
11.9 No delay, neglect or forbearance on the part of any party in enforcing against any other
party any obligation under this License will operate as a waiver or in any way prejudice any
right under this License.
11.10 If any provision of this License is held to be invalid, illegal or unenforceable, this
License will continue otherwise in full force and effect apart from such provision which will be
taken to be deleted.
11.11 Any variation of this License must be in writing signed by each party.
12. DEFINITIONS AND INTERPRETATION
12.1 Definitions
In this License, unless the context otherwise requires:
“Confidential Information” means the confidential information of a party which relates to the
subject matter of this agreement and includes information relating to:
(a) the design, specification and content of the Software;
(b) the personnel, polices or business strategies of Smart PC Utilities; and
(c) the terms upon which the Software is being supplied and installed pursuant to this License.
“Force Majeure Event” means any event not within the control of a party whose obligations are
affected;
“GST” means goods and services tax or any similar tax;
12.2 In this License, unless the context otherwise requires:
(a) headings are for convenience only and do not affect interpretation;
(b) the singular includes the plural and conversely;
(c) the gender includes all genders;
(d) where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(e) a reference to a person includes any body corporate, unincorporated body or other entity and
conversely;
(f) a reference to a clause is to a clause of this License;
(g) a reference to any party to this License or any other agreement or document includes the
party’s successors and permitted assigns;
(h) a reference to any agreement or document is to that agreement or document as amended,
notated, supplemented, varied or replaced from time to time, where applicable, in accordance
with this License or that other agreement or document;
(i) a reference to any legislation or to any provision of any legislation includes any
modification or re-enactment of it, any legislative provision substituted for it and all
regulations and statutory instruments issued under it;
(j) a reference to conduct includes, without limitation, any omissions, statement or
undertaking, whether or not in writing;
(k) all references to $ are to US dollars; and
(l) where two or more persons have rights or obligations they are bound jointly and
severally.
END USER LICENSE AGREEMENT
PLEASE READ THIS SOFTWARE License AGREEMENT CAREFULLY. PERMISSION TO USE THIS SOFTWARE IS
CONDITIONAL ON YOU AGREEING TO THE TERMS OF THIS License. IF YOU USE THIS SOFTWARE YOU ARE
AGREEING TO THE TERMS OF THIS License.
BACKGROUND TO THE License:
A. A reference in this License to the “Software” means PC Services Optimizer software product
and a reference to the “Documentation” includes any documentation provided by Smart PC Utilities
to use the Software.
B. You wish to use the Software.
C. Smart PC Utilities, Ltd. (“Smart PC Utilities”) grants you a non-transferable non-exclusive
license to use the Software on the terms and conditions of this License.
PROVISIONS OF THE License:
1. LICENSE
1.1 In consideration of the payment by you of the applicable fee indicated on Smart PC
Utilities’ web site (unless the software is free of charge which will also be indicated) in
respect of the Software (the “Fee”) Smart PC Utilities grants to you a non-exclusive and
non-transferable license to:
(a) install and use the Software and Documentation for your own personal or internal business
purposes subject to the terms of this License;
(b) make one copy of the Software and Documentation for backup and disaster recovery purposes
only; and
(c) use the Software and Documentation strictly in accordance with the provisions of this
License and any documentation provided by Smart PC Utilities for that purpose.
Smart PC Utilities reserves all rights not expressly granted to you in this License.
1.2 The Software licensed to you may be used by a single person personally on one computer. Only
you can use this copy of the software. In order for someone else to use a copy of this software
they must obtain their own individual and separate license.
1.3 You undertake:
(a) to supervise and control the use of the Software in accordance with the terms of this
License;
(b) to ensure that (if applicable) your employees, sub-contractors and other agents who have
authorized access to the Software are made aware of the terms of, and comply with, this License;
(c) to not provide or otherwise make available the Software in any form to any person other than
as permitted in this License; and
(d) to ensure that any permitted copy of the Software and Documentation bears notice of Smart PC
Utilities’ ownership of copyright.
2. MODIFICATIONS
2.1 You must not modify or alter the Software or merge all or any part of the Software with any
other software without Smart PC Utilities’ written permission. If the Software is modified or
altered:
(a) the costs associated with the modifications or alterations will be borne solely by you; and
(b) you will fully indemnify Smart PC Utilities against all liability, cost and expenses
(including legal costs) which may be incurred by Smart PC Utilities if such modifications or
alterations infringe any intellectual property rights of a third person or otherwise cause Smart
PC Utilities to suffer loss, damages or expense.
2.2 The Software as modified or altered remains the property of Smart PC Utilities in all
respects, whether modified by you, Smart PC Utilities or a third party and whether or not
authorized pursuant to this License. You must assign to Smart PC Utilities all intellectual
property rights arising out of any modifications to the Software.
2.3 This License applies to the Software as modified or altered.
2.4 Other than as required by law. you may not reverse engineer, reverse assemble or reverse
compile or directly or indirectly allow or cause a third party to reverse engineer, reverse
assemble or reverse compile the whole or any party of the Software.
3. SECURITY
3.1 You are responsible for the use, supervision, management and control of the Software and
Documentation.
3.2 You must use reasonable endeavors to ensure that the Software is protected at all times from
misuse, damage, destruction or any form of unauthorized use.
3.3 You must keep accurate records of use, copying, modification and disclosure of the Software.
4. UPDATES AND NEW RELEASES
4.1 Smart PC Utilities may in its sole discretion notify you from time to time of any update or
new release of the Software which provides functions equal to or better than the Software.
4.2 Where an update or new release is provided by Smart PC Utilities:
(a) you must immediately install the update or new release and Smart PC Utilities is not liable
for, and will (notwithstanding any other provision of this License) not accept any liability for
any previous version or release; and
(b) you may be required to enter into a new license for the new update or release and this
License (and any previous license for the Software) will be terminated immediately upon your
acceptance of those terms. In the event that no new license is supplied, this License will
continue to apply in all respects to the update or new release which shall be deemed to be the
Software for the purpose of this License.
(c) you may be required to renew your updates subscription to be eligable to install and use the
new Software update or release.
5. WARRANTIES
5.1 Smart PC Utilities warrants that:
(a) it has authority to grant the rights granted in this License; and
(b) the Software will operate in conformity with the Documentation in all material
respects.
5.2 Smart PC Utilities WILL NOT BE LIABLE UNDER THIS CLAUSE TO THE EXTENT THAT A DEFECT IS
CAUSED BY YOUR USE OF THE SOFTWARE OTHER THAN IN ACCORDANCE WITH THIS License, INCLUDING THE
FAILURE BY YOU OR A THIRD PARTY TO MAINTAIN THE OPERATING ENVIRONMENT DESIGNATED IN THE
DOCUMENTATION OR TO OTHERWISE USE THE SOFTWARE IN ACCORDANCE WITH ANY SPECIFICATIONS ISSUED BY
Smart PC Utilities.
5.3 YOU ACKNOWLEDGE THAT THE SOFTWARE IS DISTRIBUTED AS IS AND Smart PC Utilities IN NO WAY
GUARANTEES THAT IT WILL OPERATE UNINTERRUPTED OR BE ERROR FREE. YOU ACKNOWLEDGE THAT THE
EXISTENCE OF ANY ERRORS DOES NOT CONSTITUTE A BREACH OF THIS License.
5.4 YOU FURTHER ACKNOWLEDGE THAT GOOD DATA PROCESSING PROCEDURES DICTATE THAT ANY SOFTWARE BE
THOROUGHLY TESTED WITH NON-CRITICAL DATA BEFORE RELYING ON IT. YOU ASSUME THE ENTIRE RISK OF
USING THE SOFTWARE AND DOCUMENTATION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART
OF THIS LICENSE.
5.5 YOU ACKNOWLEDGE THAT YOU HAVE EXERCISED YOUR INDEPENDENT JUDGEMENT IN LICENSING THE SOFTWARE
AND HAVE NOT RELIED ON ANY REPRESENTATION MADE BY Smart PC Utilities WHICH HAS NOT BEEN STATED
EXPRESSLY IN THIS License OR UPON ANY DESCRIPTIONS OR ILLUSTRATIONS OR SPECIFICATIONS CONTAINED
IN ANY DOCUMENT INCLUDING PUBLICITY MATERIAL PRODUCED BY Smart PC Utilities.
5.6 OTHER THAN IMPLIED BY LAW, THE WARRANTIES IN THIS CLAUSE REPRESENT ALL OF THE WARRANTIES
GIVEN BY Smart PC Utilities AND NO TERM OR WARRANTY WILL BE IMPLIED.
6. CONFIDENTIALITY
6.1 A party may not, without the prior written approval of the other party, disclose the other
party’s Confidential Information (as defined below). A party will not be in breach of this
License in circumstances where it is legally compelled to disclose the other party’s
Confidential Information.
6.2 Each party must take all reasonable steps to ensure that its employees and agents, and any
sub-contractors engaged for the purposes of this License, do not disclose the other party’s
Confidential Information.
6.3 A party may disclose the other party’s Confidential Information:
(a) to its related companies, solicitors, auditors, insurers and accountants who require
information for the purpose of this License; or
(b) if required to disclose the information by law or the rules of any Stock Exchange.
6.4 This clause will survive the termination of this License.
7. INTELLECTUAL PROPERTY RIGHTS
You acknowledge that the Software and Documentation are the subject of intellectual property
rights including copyright (the “Rights”). You shall not during or any time after the
termination of this License permit any act (including without limitation copying the Software
except as permitted in this License) which infringes those Rights. For the avoidance of doubt
this License does not give you any right to use any trademarks of Smart PC Utilities associated
with the Software or Documentation. You will fully indemnify Smart PC Utilities against all
liability, cost and expenses (including legal costs) which may be incurred by Smart PC Utilities
as a result of your breach of the provisions of this clause 10.
8. LIABILITY
8.1 SUBJECT TO CLAUSE 10.2, Smart PC Utilities’ TOTAL LIABILITY TO YOU IN RESPECT OF ALL CLAIMS
ARISING OUT OF OR IN ANY WAY RELATING TO THIS License OR THE SOFTWARE INCLUDING CLAIMS UNDER ANY
INDEMNITY OR FOR NEGLIGENCE SHALL BE STRICTLY LIMITED TO THE FEE PAID UNDER THIS License.
8.2 ANY DAMAGES RESULTING FROM A BREACH OF THIS License BY EITHER PARTY IS LIMITED TO ACTUAL
DAMAGES INCURRED BY THE PARTY CLAIMING DAMAGES. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR
ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL LOSS OR DAMAGE INCLUDING BUT NOT LIMITED TO
LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, LOST PROFITS OR FOR PUNITIVE OR EXEMPLARY
DAMAGES EVEN IF Smart PC Utilities HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3 IF ANY CONDITION OR WARRANTY IS IMPLIED INTO THIS AGREEMENT BY LAW AND CANNOT BE EXCLUDED,
THE LIABILITY OF Smart PC Utilities FOR BREACH OF THE CONDITION OR WARRANTY IS LIMITED TO ONE OR
MORE OF THE FOLLOWING AT Smart PC Utilities’ OPTION:
(I) IN THE CASE OF GOODS;
(1) THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS;
(2) THE REPAIR OF THE GOODS;
(3) THE PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR
(4) THE PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED; OR
(II) IN THE CASE OF SERVICES;
(1) THE SUPPLYING OF THE SERVICES AGAIN; OR
(2) THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.
9. REFUND POLICY
To ensure that you have enough time to evaluate whether the Software meets your needs, Smart PC
Utilities provides a 30-day Money Back Guarantee.
9.1 Please have your order number available in order to speed up the refund process. Your
request will be reviewed within 2 days and we will notify you via email of the results.
9.2 Refund request is accepted up to 30 days from the date of placing the order.
9.3 You may submit a request to cancel your order on the same day the order was placed.
9.4 Once a refund is issued, the corresponding license will be deactivated and you may be asked
to manually revoke product license before completing the refund process.
9.5 If the refund request is not submitted within the Software specified money-back-guarantee
period, no refund will be issued.
10. TERMINATION
10.1 A party may terminate this License immediately by written notice if:
(a) the other party is in material breach of any term of this License and such breach is not
remedied within thirty (30) days of notification; or
(b) the other party becomes, threatens or resolves to become or is in jeopardy of becoming
subject to any form of insolvency administration.
10.2 Upon termination of this License you must immediately cease using the Software and destroy
all copies of the Software and the Documentation.
11. GENERAL
11.1 You may not assign this License without the written consent of the other party (such
consent not to be unreasonably withheld or delayed).
11.2 Any express statement of a right of Smart PC Utilities under this License is without
prejudice to any other rights of Smart PC Utilities expressly stated in this License or existing
at law.
11.3 The obligations of the parties under this License are suspended during the continuance of
any Force Majeure Event to the extent that those obligations are affected by the Force Majeure
Event.
11.4 This License is governed by the laws of USA and the parties submit to the non-exclusive
jurisdiction of the courts exercising jurisdiction there.
11.5 All notices must be in writing and addressed in the case of notices to Smart PC Utilities
to its registered office.
11.6 Each party must take all steps as may be reasonably required by the other party to give
effect to the terms of this License and transactions contemplated by this License.
11.7 This License contains the entire agreement between the parties with respect to its subject
matter.
11.8 Each party acknowledges that in entering into this License it has not relied on any
representation or warranties about its subject matter except as provided in this License.
11.9 No delay, neglect or forbearance on the part of any party in enforcing against any other
party any obligation under this License will operate as a waiver or in any way prejudice any
right under this License.
11.10 If any provision of this License is held to be invalid, illegal or unenforceable, this
License will continue otherwise in full force and effect apart from such provision which will be
taken to be deleted.
11.11 Any variation of this License must be in writing signed by each party.
12. DEFINITIONS AND INTERPRETATION
12.1 Definitions
In this License, unless the context otherwise requires:
“Confidential Information” means the confidential information of a party which relates to the
subject matter of this agreement and includes information relating to:
(a) the design, specification and content of the Software;
(b) the personnel, polices or business strategies of Smart PC Utilities; and
(c) the terms upon which the Software is being supplied and installed pursuant to this License.
“Force Majeure Event” means any event not within the control of a party whose obligations are
affected;
“GST” means goods and services tax or any similar tax;
12.2 In this License, unless the context otherwise requires:
(a) headings are for convenience only and do not affect interpretation;
(b) the singular includes the plural and conversely;
(c) the gender includes all genders;
(d) where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(e) a reference to a person includes any body corporate, unincorporated body or other entity and
conversely;
(f) a reference to a clause is to a clause of this License;
(g) a reference to any party to this License or any other agreement or document includes the
party’s successors and permitted assigns;
(h) a reference to any agreement or document is to that agreement or document as amended,
notated, supplemented, varied or replaced from time to time, where applicable, in accordance
with this License or that other agreement or document;
(i) a reference to any legislation or to any provision of any legislation includes any
modification or re-enactment of it, any legislative provision substituted for it and all
regulations and statutory instruments issued under it;
(j) a reference to conduct includes, without limitation, any omissions, statement or
undertaking, whether or not in writing;
(k) all references to $ are to US dollars; and
(l) where two or more persons have rights or obligations they are bound jointly and
severally.
END USER LICENSE AGREEMENT
PLEASE READ THIS SOFTWARE License AGREEMENT CAREFULLY. PERMISSION TO USE THIS SOFTWARE IS
CONDITIONAL ON YOU AGREEING TO THE TERMS OF THIS License. IF YOU USE THIS SOFTWARE YOU ARE
AGREEING TO THE TERMS OF THIS License.
BACKGROUND TO THE License:
A. A reference in this License to the “Software” means PC Tasks Optimizer software product and a
reference to the “Documentation” includes any documentation provided by Smart PC Utilities to
use the Software.
B. You wish to use the Software.
C. Smart PC Utilities, Ltd. (“Smart PC Utilities”) grants you a non-transferable non-exclusive
license to use the Software on the terms and conditions of this License.
PROVISIONS OF THE License:
1. LICENSE
1.1 In consideration of the payment by you of the applicable fee indicated on Smart PC
Utilities’ web site (unless the software is free of charge which will also be indicated) in
respect of the Software (the “Fee”) Smart PC Utilities grants to you a non-exclusive and
non-transferable license to:
(a) install and use the Software and Documentation for your own personal or internal business
purposes subject to the terms of this License;
(b) make one copy of the Software and Documentation for backup and disaster recovery purposes
only; and
(c) use the Software and Documentation strictly in accordance with the provisions of this
License and any documentation provided by Smart PC Utilities for that purpose.
Smart PC Utilities reserves all rights not expressly granted to you in this License.
1.2 The Software licensed to you may be used by a single person personally on one computer. Only
you can use this copy of the software. In order for someone else to use a copy of this software
they must obtain their own individual and separate license.
1.3 You undertake:
(a) to supervise and control the use of the Software in accordance with the terms of this
License;
(b) to ensure that (if applicable) your employees, sub-contractors and other agents who have
authorized access to the Software are made aware of the terms of, and comply with, this License;
(c) to not provide or otherwise make available the Software in any form to any person other than
as permitted in this License; and
(d) to ensure that any permitted copy of the Software and Documentation bears notice of Smart PC
Utilities’ ownership of copyright.
2. MODIFICATIONS
2.1 You must not modify or alter the Software or merge all or any part of the Software with any
other software without Smart PC Utilities’ written permission. If the Software is modified or
altered:
(a) the costs associated with the modifications or alterations will be borne solely by you; and
(b) you will fully indemnify Smart PC Utilities against all liability, cost and expenses
(including legal costs) which may be incurred by Smart PC Utilities if such modifications or
alterations infringe any intellectual property rights of a third person or otherwise cause Smart
PC Utilities to suffer loss, damages or expense.
2.2 The Software as modified or altered remains the property of Smart PC Utilities in all
respects, whether modified by you, Smart PC Utilities or a third party and whether or not
authorized pursuant to this License. You must assign to Smart PC Utilities all intellectual
property rights arising out of any modifications to the Software.
2.3 This License applies to the Software as modified or altered.
2.4 Other than as required by law. you may not reverse engineer, reverse assemble or reverse
compile or directly or indirectly allow or cause a third party to reverse engineer, reverse
assemble or reverse compile the whole or any party of the Software.
3. SECURITY
3.1 You are responsible for the use, supervision, management and control of the Software and
Documentation.
3.2 You must use reasonable endeavors to ensure that the Software is protected at all times from
misuse, damage, destruction or any form of unauthorized use.
3.3 You must keep accurate records of use, copying, modification and disclosure of the Software.
4. UPDATES AND NEW RELEASES
4.1 Smart PC Utilities may in its sole discretion notify you from time to time of any update or
new release of the Software which provides functions equal to or better than the Software.
4.2 Where an update or new release is provided by Smart PC Utilities:
(a) you must immediately install the update or new release and Smart PC Utilities is not liable
for, and will (notwithstanding any other provision of this License) not accept any liability for
any previous version or release; and
(b) you may be required to enter into a new license for the new update or release and this
License (and any previous license for the Software) will be terminated immediately upon your
acceptance of those terms. In the event that no new license is supplied, this License will
continue to apply in all respects to the update or new release which shall be deemed to be the
Software for the purpose of this License.
(c) you may be required to renew your updates subscription to be eligable to install and use the
new Software update or release.
5. WARRANTIES
5.1 Smart PC Utilities warrants that:
(a) it has authority to grant the rights granted in this License; and
(b) the Software will operate in conformity with the Documentation in all material
respects.
5.2 Smart PC Utilities WILL NOT BE LIABLE UNDER THIS CLAUSE TO THE EXTENT THAT A DEFECT IS
CAUSED BY YOUR USE OF THE SOFTWARE OTHER THAN IN ACCORDANCE WITH THIS License, INCLUDING THE
FAILURE BY YOU OR A THIRD PARTY TO MAINTAIN THE OPERATING ENVIRONMENT DESIGNATED IN THE
DOCUMENTATION OR TO OTHERWISE USE THE SOFTWARE IN ACCORDANCE WITH ANY SPECIFICATIONS ISSUED BY
Smart PC Utilities.
5.3 YOU ACKNOWLEDGE THAT THE SOFTWARE IS DISTRIBUTED AS IS AND Smart PC Utilities IN NO WAY
GUARANTEES THAT IT WILL OPERATE UNINTERRUPTED OR BE ERROR FREE. YOU ACKNOWLEDGE THAT THE
EXISTENCE OF ANY ERRORS DOES NOT CONSTITUTE A BREACH OF THIS License.
5.4 YOU FURTHER ACKNOWLEDGE THAT GOOD DATA PROCESSING PROCEDURES DICTATE THAT ANY SOFTWARE BE
THOROUGHLY TESTED WITH NON-CRITICAL DATA BEFORE RELYING ON IT. YOU ASSUME THE ENTIRE RISK OF
USING THE SOFTWARE AND DOCUMENTATION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART
OF THIS LICENSE.
5.5 YOU ACKNOWLEDGE THAT YOU HAVE EXERCISED YOUR INDEPENDENT JUDGEMENT IN LICENSING THE SOFTWARE
AND HAVE NOT RELIED ON ANY REPRESENTATION MADE BY Smart PC Utilities WHICH HAS NOT BEEN STATED
EXPRESSLY IN THIS License OR UPON ANY DESCRIPTIONS OR ILLUSTRATIONS OR SPECIFICATIONS CONTAINED
IN ANY DOCUMENT INCLUDING PUBLICITY MATERIAL PRODUCED BY Smart PC Utilities.
5.6 OTHER THAN IMPLIED BY LAW, THE WARRANTIES IN THIS CLAUSE REPRESENT ALL OF THE WARRANTIES
GIVEN BY Smart PC Utilities AND NO TERM OR WARRANTY WILL BE IMPLIED.
6. CONFIDENTIALITY
6.1 A party may not, without the prior written approval of the other party, disclose the other
party’s Confidential Information (as defined below). A party will not be in breach of this
License in circumstances where it is legally compelled to disclose the other party’s
Confidential Information.
6.2 Each party must take all reasonable steps to ensure that its employees and agents, and any
sub-contractors engaged for the purposes of this License, do not disclose the other party’s
Confidential Information.
6.3 A party may disclose the other party’s Confidential Information:
(a) to its related companies, solicitors, auditors, insurers and accountants who require
information for the purpose of this License; or
(b) if required to disclose the information by law or the rules of any Stock Exchange.
6.4 This clause will survive the termination of this License.
7. INTELLECTUAL PROPERTY RIGHTS
You acknowledge that the Software and Documentation are the subject of intellectual property
rights including copyright (the “Rights”). You shall not during or any time after the
termination of this License permit any act (including without limitation copying the Software
except as permitted in this License) which infringes those Rights. For the avoidance of doubt
this License does not give you any right to use any trademarks of Smart PC Utilities associated
with the Software or Documentation. You will fully indemnify Smart PC Utilities against all
liability, cost and expenses (including legal costs) which may be incurred by Smart PC Utilities
as a result of your breach of the provisions of this clause 10.
8. LIABILITY
8.1 SUBJECT TO CLAUSE 10.2, Smart PC Utilities’ TOTAL LIABILITY TO YOU IN RESPECT OF ALL CLAIMS
ARISING OUT OF OR IN ANY WAY RELATING TO THIS License OR THE SOFTWARE INCLUDING CLAIMS UNDER ANY
INDEMNITY OR FOR NEGLIGENCE SHALL BE STRICTLY LIMITED TO THE FEE PAID UNDER THIS License.
8.2 ANY DAMAGES RESULTING FROM A BREACH OF THIS License BY EITHER PARTY IS LIMITED TO ACTUAL
DAMAGES INCURRED BY THE PARTY CLAIMING DAMAGES. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR
ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL LOSS OR DAMAGE INCLUDING BUT NOT LIMITED TO
LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, LOST PROFITS OR FOR PUNITIVE OR EXEMPLARY
DAMAGES EVEN IF Smart PC Utilities HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3 IF ANY CONDITION OR WARRANTY IS IMPLIED INTO THIS AGREEMENT BY LAW AND CANNOT BE EXCLUDED,
THE LIABILITY OF Smart PC Utilities FOR BREACH OF THE CONDITION OR WARRANTY IS LIMITED TO ONE OR
MORE OF THE FOLLOWING AT Smart PC Utilities’ OPTION:
(I) IN THE CASE OF GOODS;
(1) THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS;
(2) THE REPAIR OF THE GOODS;
(3) THE PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR
(4) THE PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED; OR
(II) IN THE CASE OF SERVICES;
(1) THE SUPPLYING OF THE SERVICES AGAIN; OR
(2) THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.
9. REFUND POLICY
To ensure that you have enough time to evaluate whether the Software meets your needs, Smart PC
Utilities provides a 30-day Money Back Guarantee.
9.1 Please have your order number available in order to speed up the refund process. Your
request will be reviewed within 2 days and we will notify you via email of the results.
9.2 Refund request is accepted up to 30 days from the date of placing the order.
9.3 You may submit a request to cancel your order on the same day the order was placed.
9.4 Once a refund is issued, the corresponding license will be deactivated and you may be asked
to manually revoke product license before completing the refund process.
9.5 If the refund request is not submitted within the Software specified money-back-guarantee
period, no refund will be issued.
10. TERMINATION
10.1 A party may terminate this License immediately by written notice if:
(a) the other party is in material breach of any term of this License and such breach is not
remedied within thirty (30) days of notification; or
(b) the other party becomes, threatens or resolves to become or is in jeopardy of becoming
subject to any form of insolvency administration.
10.2 Upon termination of this License you must immediately cease using the Software and destroy
all copies of the Software and the Documentation.
11. GENERAL
11.1 You may not assign this License without the written consent of the other party (such
consent not to be unreasonably withheld or delayed).
11.2 Any express statement of a right of Smart PC Utilities under this License is without
prejudice to any other rights of Smart PC Utilities expressly stated in this License or existing
at law.
11.3 The obligations of the parties under this License are suspended during the continuance of
any Force Majeure Event to the extent that those obligations are affected by the Force Majeure
Event.
11.4 This License is governed by the laws of USA and the parties submit to the non-exclusive
jurisdiction of the courts exercising jurisdiction there.
11.5 All notices must be in writing and addressed in the case of notices to Smart PC Utilities
to its registered office.
11.6 Each party must take all steps as may be reasonably required by the other party to give
effect to the terms of this License and transactions contemplated by this License.
11.7 This License contains the entire agreement between the parties with respect to its subject
matter.
11.8 Each party acknowledges that in entering into this License it has not relied on any
representation or warranties about its subject matter except as provided in this License.
11.9 No delay, neglect or forbearance on the part of any party in enforcing against any other
party any obligation under this License will operate as a waiver or in any way prejudice any
right under this License.
11.10 If any provision of this License is held to be invalid, illegal or unenforceable, this
License will continue otherwise in full force and effect apart from such provision which will be
taken to be deleted.
11.11 Any variation of this License must be in writing signed by each party.
12. DEFINITIONS AND INTERPRETATION
12.1 Definitions
In this License, unless the context otherwise requires:
“Confidential Information” means the confidential information of a party which relates to the
subject matter of this agreement and includes information relating to:
(a) the design, specification and content of the Software;
(b) the personnel, polices or business strategies of Smart PC Utilities; and
(c) the terms upon which the Software is being supplied and installed pursuant to this License.
“Force Majeure Event” means any event not within the control of a party whose obligations are
affected;
“GST” means goods and services tax or any similar tax;
12.2 In this License, unless the context otherwise requires:
(a) headings are for convenience only and do not affect interpretation;
(b) the singular includes the plural and conversely;
(c) the gender includes all genders;
(d) where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(e) a reference to a person includes any body corporate, unincorporated body or other entity and
conversely;
(f) a reference to a clause is to a clause of this License;
(g) a reference to any party to this License or any other agreement or document includes the
party’s successors and permitted assigns;
(h) a reference to any agreement or document is to that agreement or document as amended,
notated, supplemented, varied or replaced from time to time, where applicable, in accordance
with this License or that other agreement or document;
(i) a reference to any legislation or to any provision of any legislation includes any
modification or re-enactment of it, any legislative provision substituted for it and all
regulations and statutory instruments issued under it;
(j) a reference to conduct includes, without limitation, any omissions, statement or
undertaking, whether or not in writing;
(k) all references to $ are to US dollars; and
(l) where two or more persons have rights or obligations they are bound jointly and
severally.
END USER LICENSE AGREEMENT
PLEASE READ THIS SOFTWARE License AGREEMENT CAREFULLY. PERMISSION TO USE THIS SOFTWARE IS
CONDITIONAL ON YOU AGREEING TO THE TERMS OF THIS License. IF YOU USE THIS SOFTWARE YOU ARE
AGREEING TO THE TERMS OF THIS License.
BACKGROUND TO THE License:
A. A reference in this License to the “Software” means CryptoBuster software product and a
reference to the “Documentation” includes any documentation provided by Smart PC Utilities to
use the Software.
B. You wish to use the Software.
C. Smart PC Utilities, Ltd. (“Smart PC Utilities”) grants you a non-transferable non-exclusive
license to use the Software on the terms and conditions of this License.
PROVISIONS OF THE License:
1. LICENSE
1.1 In consideration of the payment by you of the applicable fee indicated on Smart PC
Utilities’ web site (unless the software is free of charge which will also be indicated) in
respect of the Software (the “Fee”) Smart PC Utilities grants to you a non-exclusive and
non-transferable license to:
(a) install and use the Software and Documentation for your own personal or internal business
purposes subject to the terms of this License;
(b) make one copy of the Software and Documentation for backup and disaster recovery purposes
only; and
(c) use the Software and Documentation strictly in accordance with the provisions of this
License and any documentation provided by Smart PC Utilities for that purpose.
Smart PC Utilities reserves all rights not expressly granted to you in this License.
1.2 The Software licensed to you may be used by a single person personally on one computer. Only
you can use this copy of the software. In order for someone else to use a copy of this software
they must obtain their own individual and separate license.
1.3 You undertake:
(a) to supervise and control the use of the Software in accordance with the terms of this
License;
(b) to ensure that (if applicable) your employees, sub-contractors and other agents who have
authorized access to the Software are made aware of the terms of, and comply with, this License;
(c) to not provide or otherwise make available the Software in any form to any person other than
as permitted in this License; and
(d) to ensure that any permitted copy of the Software and Documentation bears notice of Smart PC
Utilities’ ownership of copyright.
2. MODIFICATIONS
2.1 You must not modify or alter the Software or merge all or any part of the Software with any
other software without Smart PC Utilities’ written permission. If the Software is modified or
altered:
(a) the costs associated with the modifications or alterations will be borne solely by you; and
(b) you will fully indemnify Smart PC Utilities against all liability, cost and expenses
(including legal costs) which may be incurred by Smart PC Utilities if such modifications or
alterations infringe any intellectual property rights of a third person or otherwise cause Smart
PC Utilities to suffer loss, damages or expense.
2.2 The Software as modified or altered remains the property of Smart PC Utilities in all
respects, whether modified by you, Smart PC Utilities or a third party and whether or not
authorized pursuant to this License. You must assign to Smart PC Utilities all intellectual
property rights arising out of any modifications to the Software.
2.3 This License applies to the Software as modified or altered.
2.4 Other than as required by law. you may not reverse engineer, reverse assemble or reverse
compile or directly or indirectly allow or cause a third party to reverse engineer, reverse
assemble or reverse compile the whole or any party of the Software.
3. SECURITY
3.1 You are responsible for the use, supervision, management and control of the Software and
Documentation.
3.2 You must use reasonable endeavors to ensure that the Software is protected at all times from
misuse, damage, destruction or any form of unauthorized use.
3.3 You must keep accurate records of use, copying, modification and disclosure of the Software.
4. UPDATES AND NEW RELEASES
4.1 Smart PC Utilities may in its sole discretion notify you from time to time of any update or
new release of the Software which provides functions equal to or better than the Software.
4.2 Where an update or new release is provided by Smart PC Utilities:
(a) you must immediately install the update or new release and Smart PC Utilities is not liable
for, and will (notwithstanding any other provision of this License) not accept any liability for
any previous version or release; and
(b) you may be required to enter into a new license for the new update or release and this
License (and any previous license for the Software) will be terminated immediately upon your
acceptance of those terms. In the event that no new license is supplied, this License will
continue to apply in all respects to the update or new release which shall be deemed to be the
Software for the purpose of this License.
(c) you may be required to renew your updates subscription to be eligable to install and use the
new Software update or release.
5. WARRANTIES
5.1 Smart PC Utilities warrants that:
(a) it has authority to grant the rights granted in this License; and
(b) the Software will operate in conformity with the Documentation in all material
respects.
5.2 Smart PC Utilities WILL NOT BE LIABLE UNDER THIS CLAUSE TO THE EXTENT THAT A DEFECT IS
CAUSED BY YOUR USE OF THE SOFTWARE OTHER THAN IN ACCORDANCE WITH THIS License, INCLUDING THE
FAILURE BY YOU OR A THIRD PARTY TO MAINTAIN THE OPERATING ENVIRONMENT DESIGNATED IN THE
DOCUMENTATION OR TO OTHERWISE USE THE SOFTWARE IN ACCORDANCE WITH ANY SPECIFICATIONS ISSUED BY
Smart PC Utilities.
5.3 YOU ACKNOWLEDGE THAT THE SOFTWARE IS DISTRIBUTED AS IS AND Smart PC Utilities IN NO WAY
GUARANTEES THAT IT WILL OPERATE UNINTERRUPTED OR BE ERROR FREE. YOU ACKNOWLEDGE THAT THE
EXISTENCE OF ANY ERRORS DOES NOT CONSTITUTE A BREACH OF THIS License.
5.4 YOU FURTHER ACKNOWLEDGE THAT GOOD DATA PROCESSING PROCEDURES DICTATE THAT ANY SOFTWARE BE
THOROUGHLY TESTED WITH NON-CRITICAL DATA BEFORE RELYING ON IT. YOU ASSUME THE ENTIRE RISK OF
USING THE SOFTWARE AND DOCUMENTATION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART
OF THIS LICENSE.
5.5 YOU ACKNOWLEDGE THAT YOU HAVE EXERCISED YOUR INDEPENDENT JUDGEMENT IN LICENSING THE SOFTWARE
AND HAVE NOT RELIED ON ANY REPRESENTATION MADE BY Smart PC Utilities WHICH HAS NOT BEEN STATED
EXPRESSLY IN THIS License OR UPON ANY DESCRIPTIONS OR ILLUSTRATIONS OR SPECIFICATIONS CONTAINED
IN ANY DOCUMENT INCLUDING PUBLICITY MATERIAL PRODUCED BY Smart PC Utilities.
5.6 OTHER THAN IMPLIED BY LAW, THE WARRANTIES IN THIS CLAUSE REPRESENT ALL OF THE WARRANTIES
GIVEN BY Smart PC Utilities AND NO TERM OR WARRANTY WILL BE IMPLIED.
6. CONFIDENTIALITY
6.1 A party may not, without the prior written approval of the other party, disclose the other
party’s Confidential Information (as defined below). A party will not be in breach of this
License in circumstances where it is legally compelled to disclose the other party’s
Confidential Information.
6.2 Each party must take all reasonable steps to ensure that its employees and agents, and any
sub-contractors engaged for the purposes of this License, do not disclose the other party’s
Confidential Information.
6.3 A party may disclose the other party’s Confidential Information:
(a) to its related companies, solicitors, auditors, insurers and accountants who require
information for the purpose of this License; or
(b) if required to disclose the information by law or the rules of any Stock Exchange.
6.4 This clause will survive the termination of this License.
7. INTELLECTUAL PROPERTY RIGHTS
You acknowledge that the Software and Documentation are the subject of intellectual property
rights including copyright (the “Rights”). You shall not during or any time after the
termination of this License permit any act (including without limitation copying the Software
except as permitted in this License) which infringes those Rights. For the avoidance of doubt
this License does not give you any right to use any trademarks of Smart PC Utilities associated
with the Software or Documentation. You will fully indemnify Smart PC Utilities against all
liability, cost and expenses (including legal costs) which may be incurred by Smart PC Utilities
as a result of your breach of the provisions of this clause 10.
8. LIABILITY
8.1 SUBJECT TO CLAUSE 10.2, Smart PC Utilities’ TOTAL LIABILITY TO YOU IN RESPECT OF ALL CLAIMS
ARISING OUT OF OR IN ANY WAY RELATING TO THIS License OR THE SOFTWARE INCLUDING CLAIMS UNDER ANY
INDEMNITY OR FOR NEGLIGENCE SHALL BE STRICTLY LIMITED TO THE FEE PAID UNDER THIS License.
8.2 ANY DAMAGES RESULTING FROM A BREACH OF THIS License BY EITHER PARTY IS LIMITED TO ACTUAL
DAMAGES INCURRED BY THE PARTY CLAIMING DAMAGES. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR
ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL LOSS OR DAMAGE INCLUDING BUT NOT LIMITED TO
LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, LOST PROFITS OR FOR PUNITIVE OR EXEMPLARY
DAMAGES EVEN IF Smart PC Utilities HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3 IF ANY CONDITION OR WARRANTY IS IMPLIED INTO THIS AGREEMENT BY LAW AND CANNOT BE EXCLUDED,
THE LIABILITY OF Smart PC Utilities FOR BREACH OF THE CONDITION OR WARRANTY IS LIMITED TO ONE OR
MORE OF THE FOLLOWING AT Smart PC Utilities’ OPTION:
(I) IN THE CASE OF GOODS;
(1) THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS;
(2) THE REPAIR OF THE GOODS;
(3) THE PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR
(4) THE PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED; OR
(II) IN THE CASE OF SERVICES;
(1) THE SUPPLYING OF THE SERVICES AGAIN; OR
(2) THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.
9. REFUND POLICY
To ensure that you have enough time to evaluate whether the Software meets your needs, Smart PC
Utilities provides a 30-day Money Back Guarantee.
9.1 Please have your order number available in order to speed up the refund process. Your
request will be reviewed within 2 days and we will notify you via email of the results.
9.2 Refund request is accepted up to 30 days from the date of placing the order.
9.3 You may submit a request to cancel your order on the same day the order was placed.
9.4 Once a refund is issued, the corresponding license will be deactivated and you may be asked
to manually revoke product license before completing the refund process.
9.5 If the refund request is not submitted within the Software specified money-back-guarantee
period, no refund will be issued.
10. TERMINATION
10.1 A party may terminate this License immediately by written notice if:
(a) the other party is in material breach of any term of this License and such breach is not
remedied within thirty (30) days of notification; or
(b) the other party becomes, threatens or resolves to become or is in jeopardy of becoming
subject to any form of insolvency administration.
10.2 Upon termination of this License you must immediately cease using the Software and destroy
all copies of the Software and the Documentation.
11. GENERAL
11.1 You may not assign this License without the written consent of the other party (such
consent not to be unreasonably withheld or delayed).
11.2 Any express statement of a right of Smart PC Utilities under this License is without
prejudice to any other rights of Smart PC Utilities expressly stated in this License or existing
at law.
11.3 The obligations of the parties under this License are suspended during the continuance of
any Force Majeure Event to the extent that those obligations are affected by the Force Majeure
Event.
11.4 This License is governed by the laws of USA and the parties submit to the non-exclusive
jurisdiction of the courts exercising jurisdiction there.
11.5 All notices must be in writing and addressed in the case of notices to Smart PC Utilities
to its registered office.
11.6 Each party must take all steps as may be reasonably required by the other party to give
effect to the terms of this License and transactions contemplated by this License.
11.7 This License contains the entire agreement between the parties with respect to its subject
matter.
11.8 Each party acknowledges that in entering into this License it has not relied on any
representation or warranties about its subject matter except as provided in this License.
11.9 No delay, neglect or forbearance on the part of any party in enforcing against any other
party any obligation under this License will operate as a waiver or in any way prejudice any
right under this License.
11.10 If any provision of this License is held to be invalid, illegal or unenforceable, this
License will continue otherwise in full force and effect apart from such provision which will be
taken to be deleted.
11.11 Any variation of this License must be in writing signed by each party.
12. DEFINITIONS AND INTERPRETATION
12.1 Definitions
In this License, unless the context otherwise requires:
“Confidential Information” means the confidential information of a party which relates to the
subject matter of this agreement and includes information relating to:
(a) the design, specification and content of the Software;
(b) the personnel, polices or business strategies of Smart PC Utilities; and
(c) the terms upon which the Software is being supplied and installed pursuant to this License.
“Force Majeure Event” means any event not within the control of a party whose obligations are
affected;
“GST” means goods and services tax or any similar tax;
12.2 In this License, unless the context otherwise requires:
(a) headings are for convenience only and do not affect interpretation;
(b) the singular includes the plural and conversely;
(c) the gender includes all genders;
(d) where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(e) a reference to a person includes any body corporate, unincorporated body or other entity and
conversely;
(f) a reference to a clause is to a clause of this License;
(g) a reference to any party to this License or any other agreement or document includes the
party’s successors and permitted assigns;
(h) a reference to any agreement or document is to that agreement or document as amended,
notated, supplemented, varied or replaced from time to time, where applicable, in accordance
with this License or that other agreement or document;
(i) a reference to any legislation or to any provision of any legislation includes any
modification or re-enactment of it, any legislative provision substituted for it and all
regulations and statutory instruments issued under it;
(j) a reference to conduct includes, without limitation, any omissions, statement or
undertaking, whether or not in writing;
(k) all references to $ are to US dollars; and
(l) where two or more persons have rights or obligations they are bound jointly and
severally.