The following license agreement applies to all Tamihai Limited Software products.
An End User License Agreement for TESTCADDY SOFTWARE
IMPORTANT – Read this License Agreement Carefully:
This License Agreement (LA) is a legal agreement between you (either an individual or a single entity) and Tamihai Limited (Tamihai) for the TestCaddy software product, which includes computer software, and may include associated media, authorization keys and online or other documentation (“Software Product” or “Software”). By installing, copying, or otherwise using the Software Product, you agree to be bound by the terms of this LA. If you do not agree to the terms of this LA, you may not install, copy, distribute or otherwise use the above software.
Software Product License
The Software Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software Product is licensed, not sold.
1 Grant of License
This License Agreement grants you the following rights:
1.1 Systems Software
You are licensed to install, store and use a copy of the Software Product on one or more than one individual computer, or machine or virtual machine provided you have a current and valid License Key, however you may only have a limited number of concurrent connections, the number of which is specified by the current and valid License Key, to a single specified SQL server instance (SQL Instance). The license and License Key is for connection to one SQL Instance only and may only be entered into one SQL Instance. The number of product databases or projects run from this single SQL Instance is not limited by this License. You may transfer the connection to a different SQL Instance provided it is a permanent transfer or temporarily transferred for a maximum of 30 days.
1.2 Evaluation License Key
You may use the Software for a single period not exceeding 30 days following the first installation for the purpose of evaluating the software (the evaluation period) at no charge, by using an Evaluation License Key. The Evaluation License Key allows the use of an unlimited number of concurrent connections to the specified database. An Evaluation License Key may only be use once by a single entity, including use by another entity on behalf of the single entity which has previously initiated an Evaluation License Key.
1.3 License Key Fees
To use the Software beyond the evaluation period you MUST register and pay the applicable fee(s), as specified by Tamihai Ltd, for the appropriate License Key to allow the appropriate number of concurrent connections of the Software Product to the specified database.
2. Description of other Rights and Limitations
2.1 Limitations on Reverse Engineering, Decompilation, and Disassembly
You may not reverse engineer, decompile, or disassemble the Software Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
2.2 Rental and Resale
You may not lease or rent or distribute or resell the Software Product, Licences or Licecnce Keys, without a seperate reseller’s agreement from, and expressly authorised by Tamihai.
2.3 Proprietary notices
You may not remove any proprietary notices or labels on the Software Product.
2.4 Software Transfer
You may permanently transfer all of your rights under this LA to another entity, provided you advise Tamihai LTD, you retain no copies, you transfer all of the Software Product (including all component parts, the media and printed materials and any upgrades), AND the recipient agrees to the terms of this LA. If the Software Product is an upgrade, any transfer must include all prior versions of the Software Product.
This Software Product License will terminate when the term of the License Key expires. You may terminate this Software Product License at any time. In addition, without prejudice to any other rights, this LA and the license granted hereunder will terminate automatically if you fail to comply with the terms and conditions described herein. Upon termination, you must destroy all copies of the Software and Documentation. Your obligations to pay accrued charges and fees shall survive any termination of this Agreement. Your obligations to meet clauses 2.5, 2.6, 3, 6 and 7 shall survive any termination of this Agreement.
2.6 License Keys
You may not modify or make inoperable License Keys or license control mechanisms within the Software or the SQL Instance.
All title and copyrights in and to the Software Product, and accompanying printed materials are owned by Tamihai. The Software Product is protected by copyright laws and International treaty provisions. Therefore you must treat the software product like any other copyrighted material except that you may either (a) make one copy of the SOFTWARE PRODUCT solely for backup or archival purposes, or (b) install the software product on a single computer provided you keep the original solely for backup or archival purposes. The software is Copyright © 2008 Tamihai Limited, New Zealand, All rights reserved. The Software, including the intellectual property used to create the Software remains the sole and exclusive property of Tamihai at all times.
4. Updates and Technical Support:
Upon registration and payment of appropriate fee(s) Tamihai LTD for the specified period from the date of registration of the Licensed Software will make available to you Technical Support in the manner and under the guidelines set forth in the Licensed Software User Documentation, which may be modified from time to time by Tamihai at its discretion without notice. Tamihai may, from time to time, revise or update the licensed software. In so
doing, Tamihai incurs no obligation to furnish such revision or updates to you. Updates and further support terms are available to you on the same basis as Tamihai makes them available to its other licensees at then current prices.
5. Disclaimer of Warranty
You acknowledge that the Software is not fault-tolerant and is not designed, manufactured or intended for the use or resale in projects with large budgets or environments requiring fail-safe performance, including those in which the failure of the Software could lead directly or indirectly to death, personal injury or physical or environmental damage. The Software is provided on an “AS IS” basis and including errors, issues and faults, without warranty of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose and non-infringement. The entire risk as to the quality and performance of the Software is borne by you. Should the Software prove defective, you and not Tamihai or its suppliers assume the entire cost of any service and repair. In addition, the security mechanisms implemented by Tamihai have inherent limitations, and you must determine that the Software sufficiently meets your requirements. This disclaimer of warranty constitutes an essential part of te agreement.
6 Limitation of Liability
To the maximum extent permitted by applicable law, any liability, conditions or warranties imposed or implied by law are hereby excluded. Consumers may however have the benefit of certain rights or remedies in respect of which liability may not be excluded. Insofar as such liability may not be excluded then to the maximum extent permitted by law, such liability is limited, at Tamihai’s exclusive option, to either
(a) the price paid for the SOFTWARE or
(b) replacement of the SOFTWARE.
7 Exclusion of Liability/Damages
The following is without prejudice to any rights you may have at law which cannot legally be excluded or restricted. You acknowledge that no promise, representation, warranty or undertaking has been made or given by Tamihai (or related company ) to any person or company on its behalf in relation to the profitability of or any other consequences or benefits to be obtained from the delivery or use of the SOFTWARE and any accompanying Tamihai Supplied software, manuals or other materials.
You have relied upon your own skill and judgment in deciding to acquire the SOFTWARE and any accompanying manuals and other materials for use by you, knowing that this software contains faults and limitations. Except as and to the extent provided in this agreement, neither Tamihai nor any related company will in any circumstances be liable for any other damages whatsoever (including, without limitation, damages for loss of business, business interruption, loss of business information, personal injury or loss of life, physical or environmental damages, or other indirect or consequential loss) arising out of the use, or inability to use, or supply or non- supply, of the software and any accompanying written materials.
Tamihai’s total liability under any provision of this agreement is in any case limited to the amount actually paid by you for the software.
No waiver of any breach of this Agreement will be deemed to be a waiver of any other or any subsequent breach. The failure of Tamihai to enforce any provision of this Agreement will not be interpreted as a waiver of the provision.
If any provision of this Agreement is invalid or unenforceable, the remaining provisions of this Agreement will not be affected and will continue in full force.
This Agreement is subject to the laws of New Zealand and the parties submit to the exclusive jurisdiction of the New Zealand courts.