THIS SOFTWARE LICENSE IS AN AGREEMENT BETWEEN YOU (“YOU”
or “CUSTOMER”) AND HELIGON LIMITED WITH AN ADDRESS
AT MANNING HOUSE, 22 CARLISLE PLACE, LONDON, SW1P 1JA, UK
(“US” or ”HELIGON”) REGARDING THE
LICENSE AND USE OF THE PROGRAM (DEFINED BELOW).
BY CLICKING ON THE “ACCEPT” BUTTON, DOWNLOADING,
INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE
BOUND BY THE TERMS OF THIS AGREEMENT. PLEASE READ THIS AGREEMENT
CAREFULLY BEFORE CLICKING ON THE “ACCEPT” BUTTON,
DOWNLOADING OR INSTALLING THE SOFTWARE. IF YOU DO NOT WISH
TO BE BOUND BY THE TERMS OF THIS AGREEMENT, DO NOT CLICK ON
THE “ACCEPT” BUTTON, DOWNLOAD OR INSTALL THE SOFTWARE.
THE SOFTWARE LICENSED UNDER THIS AGREEMENT IS VERTUS BLING!
IT (REFERRED TO IN THIS AGREEMENT AS THE "PROGRAM")
1.1 Subject to the terms and conditions of this End User
Agreement, Heligon hereby grants to you a personal, non-exclusive
licence to use one copy of the Program, together with any
related user documentation (the “Documentation”).
1.2 The Program may contain technical limitations that limit
the functionality and operation of the Program until you register
your copy of the Program with us in accordance with the instructions
to be provided during installation. The Program may be distributed
along with a unique activation code (“Activation Key”)
to be used when registering your copy of the Program in order
to achieve access to the full functionality and operation
of the Program. This registration and activation of your copy
of the Program will require access to the internet. Additional
internet access requirements are set forth below in Clauses
3.2 and 3.4.
1.3 You may use a single copy of the Program on a single,
stand-alone computer. The Program may only be used on one
computer at a time.
1.4 You may make as many back-up copies of the Program as
are necessary for operational security and use, provided that
all back-up copies are subject to the terms of this agreement
and that not more than one copy of the Program is in use at
any given time. You shall maintain and reproduce all trademark,
copyright, patent, and notices of other proprietary rights
on all copies, in any form, of the Program in the same form
and manner that such trademark, copyright, patent, and notices
of other rights are included on the Program.
1.5 You may transfer this licence to another person provided
that they agree to be bound by the terms of this licence (and
to comply with all of the obligations applying to you under
this agreement), that you stop using the Program and that
you transfer all copies of the Program, together with any
Documentation, to the new user.
2. Copyright and other Proprietary Rights.
The Program is and will remain the sole and exclusive property
of Heligon and our third party licensors. Our rights under
this Article 2 will include, but not be limited to: (i) all
copies of the Program, in whole and in part; and (ii) all
Intellectual Property Rights in the Program. For purposes
herein, “Intellectual Property Rights” means patent
rights (including patent applications and disclosures), copyrights
(including, but not limited to, rights in audiovisual works
and moral rights), trade secret rights, Moral Rights, rights
of priority and any other intellectual property right recognized
in any country or jurisdiction in the world. “Moral
Rights” means any right to claim authorship to or to
object to any distortion, mutilation, or other modification
or other derogatory action in relation to a work, whether
or not such would be prejudicial to the author’s reputation,
and any similar right, existing under common or statutory
law or any country in the world or under any treaty, regardless
of whether or not such right is denominated or generally referred
to as a “moral right”. No rights are transferred
or granted to you, except to the extent that this agreement
expressly states otherwise.
3. Further Restrictions and Obligations
3.1 You must use the Program solely in accordance with the
Documentation and with any reasonable instructions given by
us from time to time.
3.2 Your copy of the Program must be validated at least once
every three (3) months (“Periodic Product Validation”).
Such Periodic Product Validation requires that access to the
internet be established by the computer running the installed
Program at least once every three months to permit performance
of the validation procedure. During the Periodic Product Validation
procedure, the Program will connect with the Heligon server
via the internet and Heligon will verify that you are operating
a valid copy of the Program by means of authentication of
the license key previously issued to your copy of the Program.
License keys are automatically issued to your copy of the
Program upon initial product activation and during each Periodic
Product Validation procedure. The Program will automatically
remind you of this authentication obligation whenever two
(2) months have passed without performance of a Periodic Product
Verification, however, Heligon is under no obligation to provide
such reminder notice and any failure of the Program or Heligon
to successfully deliver such a reminder notice to you shall
not restrict or limit Heligon’s rights under this clause.
If you (1) fail to access the Heligon server for Periodic
Program Validation for a period exceeding three (3) months
or (2) if the Periodic Program Validation procedure reveals
that you are operating an unauthorized copy (“Pirated
Copy”) of the Program (as determined by the detection
of a duplicate license key), then the Program shall be automatically
disabled and you will be unable to operate all of the Program’s
features and the Program shall have reduced functionality.
If this deactivation occurs, you may regain access to the
fully-functional Program by contacting Heligon and requesting
that the Program be re-activated. Re-activation will be provided
free of charge via the internet upon request if your access
was denied for failure to timely perform the Periodic Product
Validation Procedure. In the case where the Program has been
disabled due to the detection of a Pirated Copy, re-activation
of the full functionality will require re-licensing and payment
of the appropriate license fees.
3.3 You may not:
(a) loan, rent, lease or license the Program or any copy to
(b) use the Program for or on behalf of anyone else (which
includes operating any form of facility on behalf of anyone
else or providing a software service bureau, time sharing
or other computer services to third parties); or
(c) reverse engineer or decompile the Program save to the
extent permitted by applicable law. If you wish to obtain
interface information relating to the Program in order to
achieve interoperability, a request should be made in writing
to us at the address provided above.
3.4 Internet Access. Periodic Internet Access is REQUIRED
for initial registration and activation of the Program.
4.1 We warrant that for a period of ninety (90) days after
delivery to you (the “Warranty Period”), the Program
will be free from any defect that has a material adverse effect
on its use for the purpose for which it is designed (which
is the purpose described in the Documentation supplied with
4.2 If the warranty in Clause 4.1 is breached, you should
notify us before the end of the Warranty Period. We will then
either, at our sole option,(1) replace your copy of the Program
with a new copy without the relevant defect or (2) take back
your copy of the Program, terminate this licence and provide
you with a refund of the money (including any applicable sales
tax) that you paid for the Program and this licence. This
will be your only remedy for breach of the warranty in Clause
4.3 If you purchased the Program as a consumer, then your
statutory rights are not affected and they apply in addition
to the warranty in Clause 4.1.
4.4 EXCEPT AS EXPRESSLY PROVIDED IN CLAUSE 4.1, THE PROGRAM
IS PROVIDED “AS IS” WITHOUT ANY OTHER WARRANTY
OF ANY KIND. WE DO NOT WARRANT THAT THE PROGRAM IS ERROR FREE,
THAT ANY ERRORS IN THE PROGRAM WILL BE CORRECTED, OR THAT
YOU WILL BE ABLE TO OPERATE THE PROGRAM WITHOUT PROBLEMS OR
INTERRUPTIONS. WE RESERVE THE RIGHT TO CHARGE ADDITIONAL FEES
FOR REPAIRS OR REPLACEMENTS PERFORMED OUTSIDE OF THE NINETY
(90) DAY LIMITED WARRANTY PERIOD.
EXCEPT AS SPECIFIED IN ARTICLE 4 (WARRANTY), ALL EXPRESS
OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SATISFACTORY
QUALITY OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE
PRACTICE, ARE HEREBY DISCLAIMED AND EXCLUDED TO THE FULL EXTENT
ALLOWED BY APPLICABLE LAW.
6. Exclusions and Limitations
6.1 Limitation of Liability. EXCEPT FOR LIABILITY (1) FOR
DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE
OF OUR EMPLOYEES OR AGENTS, (2) UNDER PART 1 OF THE CONSUMER
PROTECTION ACT OF 1987 OR (3) FOR FRAUDULENT MISREPRESENTATION,
IN NO EVENT SHALL HELIGON’S OR ITS SUPPLIERS’
TOTAL LIABILITY TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE, EXCEED THE PRICE PAID BY YOU FOR
THE PROGRAM. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF
THE ABOVE-STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE.
6.2 Consequential Damages Waiver. IN NO EVENT WILL HELIGON
OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR
DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL,
OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY
OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE
THE PROGRAM EVEN IF WE OR OUR SUPPLIERS HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
6.3 BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION
OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS
AND EXCLUSIONS PROVIDED IN THIS ARTICLE 6 MAY NOT APPLY TO
This Agreement is effective until terminated. Customer’s
license rights under this Agreement will terminate immediately,
with or without notice from Heligon, if Customer fails to
comply with any provision of this Agreement. Upon termination,
Customer must destroy all copies of Program in its possession
8. Third Party Rights
No term of this agreement is enforceable by a person who
is not a party to this agreement.
9. Entire agreement, applicable law and jurisdiction
9.1 This Agreement is the complete and exclusive agreement
between the parties with respect to the subject matter hereof,
superseding and replacing any and all prior or contemporaneous
agreements, communications, and understandings (whether written
or oral) regarding such subject matter. Subject to Clause
6, no other representations or terms shall form part of this
agreement. No failure of either party to exercise or enforce
any of its rights under this Agreement will act as a waiver
of such rights. If any portion hereof is found to be void
or unenforceable, the remaining provisions of this Agreement
shall remain in full force and effect and the void or unenforceable
provision shall be amended to achieve as nearly as possible
the economic effect as the original provision.
9.2 This agreement is governed by New York law and the laws
of the United States of America. Both we and you submit to
the jurisdiction of federal and state courts located in New
York, New York, USA in relation to any dispute concerning
this agreement. We are also entitled to apply to any court
worldwide for injunctive and other remedies in order to protect
or enforce our intellectual property rights.