Helm Licence Agreement

 

"ASP Offering” means the remote delivery of the Software functionality to end users;

"Control Server" means the main server on which the Software is loaded;

 

"Licence Confirmation" means an e-mail from the Owner which confirms your licence and which starts the Software running;

 

"Licence Fee" means the sum payable for each copy of the Software as detailed on the Owner's website at http://www.webhostautomation.com/;

 

"Software" means the Helm v3 software;

 

"Start Date" means the date the Licence Confirmation is sent to you;

 

1.             Licence

 

1.1           You are permitted to:

(a)        load the Software into the Control Server;

(b)        use the Software on any other server if you have paid the appropriate Licence Fee;

(c)        use the Software for your internal business purposes;

(d)        incorporate the Software into an ASP Offering;

 

1.2           You are not permitted:

except as expressly permitted by this Agreement and save to the extent and in the circumstances expressly required to be permitted by law, to rent, lease, sub-license, loan, copy, modify, adapt, merge, translate, reverse engineer, decompile, disassemble or create derivative works based on the whole or any part of the Software or its associated documentation or use, reproduce or deal in the Software or any part of it in any way.

 

2.             ASP Offering

 

2.1           You acknowledge that you are liable for the ASP Offering. The warranties contained in this Agreement do not extend to the ASP Offering or to users of the ASP Offering.

 

2.2           You agree to indemnify us for any loss or damage caused to the Owner or any claim received by the Owner as a result of the use by an end user of the ASP Offering.

 

3.             Term

 

One-off Payment

This Agreement is effective from the Start Date and will continue until you terminate it by destroying the Software and its documentation together with all copies. It will also terminate if you fail to abide by its terms. Upon termination you agree to destroy all copies of the Software and its documentation including any Software stored on the hard disk of any computer under your control.

 

Monthly Payment

This Agreement is effective from the Start Date and will continue whilst you pay the Licence Fee. If you stop paying the Licence Fee at any point, this Agreement will terminate. This Agreement will also terminate if you fail to abide by its terms.

 

4.             Price

 

One-off Payment

You will pay the Owner the Licence Fee prior to the Start Date.

 

Monthly Payment

You will pay the Owner the Licence Fee monthly.

The Licence Fee and any additional charges payable under this Agreement are exclusive of Value Added Tax which shall be paid by the Licensee at the rate and in the manner for the time being prescribed by law.

 

5.             Ownership

The Owner shall at all times retain ownership of the Software all subsequent copies of it regardless of form and any accompanying documentation. 

 

6.             Warranties

 

6.1           The Owner warrants that the Software will perform substantially in accordance with its accompanying documentation (provided that the Software is properly used on the Server and with the operating system for which it was designed) and that the documentation correctly describes the operation of the Software in all material respects. If the Owner is notified of significant errors during the Warranty Period it will correct any such demonstrable errors in the Software or its documentation within a reasonable time or (at its option) provide or authorise a refund (against return of the Software and its documentation).

 

6.2           The above represent your sole remedies for any breach of the Owner's warranties, which are given only to the original registered user and not end users of the ASP Offering.

 

6.3           The express terms of this Agreement are in lieu of all warranties, conditions, undertakings, terms and obligations implied by statute, common law, trade usage, course of dealing or otherwise all of which are hereby excluded to the fullest extent permitted by law.

 

6.4           The Owner does not warrant that the Software will meet your requirements or

that the operation of the Software will be uninterrupted or error-free or that defects in the Software will be corrected. You shall load and use the Software at your own risk and in no event will the Owner be liable to you for any loss or damage of any kind (except personal injury or death resulting from the Owner's negligence) including lost profits or other consequential loss arising from your use of or inability to use the Software or from errors or deficiencies in it whether caused by negligence or otherwise except as expressly provided herein. In no event shall the Owner's liability exceed the amount paid by you for the Software.

 

7.             Support and Upgrades

 

One-off Payment

The Owner will provide you with software support and upgrades for 6 months from the Start Date.

 

Monthly Payment

The Owner will provide you with software support and upgrades for the duration of this Agreement.

 

8.             Law

 

8.1           This Agreement shall be governed by and construed in accordance with English law.

 

8.2           Each of the parties irrevocably submits for all purposes in connection with this Agreement to the exclusive jurisdiction of the courts of England.

 

9.             Exclusion of third party rights

Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.