Ravenswood IT Services - Licence Agreement for Commercial Software

Last Revised: January 31st, 2007

YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS: RAVENSWOOD IT SERVICES SOFTWARE PRODUCTS (hereinafter referred to as “THE SOFTWARE”) LICENCE AGREEMENT ("LICENCE") IS AN AGREEMENT BETWEEN YOU (THE PURCHASER, hereinafter referred to as “YOU”) AND RAVENSWOOD IT SERVICES FOR THE USE OF THE SOFTWARE. BY LICENSING AND INSTALLING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENCE (UNLESS YOU HAVE ENTERED INTO A DIFFERENT LICENCE AGREEMENT FOR THE SOFTWARE SIGNED BY RAVENSWOOD IT SERVICES AND THAT AGREEMENT PROVIDES THAT IT WILL GOVERN YOUR USE OF THE SOFTWARE). IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, DO NOT PURCHASE, INSTALL OR USE THE SOFTWARE.

1. Software Use

Plus version:
Per URL Licence. Subject to the terms of this Agreement and full payment of the applicable licence fees, Ravenswood IT Services hereby grants You, a limited, non-exclusive, non-assignable, non-sub-licencable licence to install, use The Software for use on one Uniform Resource Locator (URL) only, refered as the unique URL of where The Software is installed.

Free version:
You may use the product on any number of websites. No purchase is necessary unless you wish to use the extended capabilities of the plus version.

2. Licence Restrictions. You may not: (a) reproduce or distribute all or any portion of The Software to any third party; (b) remove any proprietary notices from The Software or any copy thereof; (c) sell, assign, rent, transfer, distribute, act as a service bureau, or grant rights in The Software to any other person; UNLESS You have been appointed Ravenswood IT Services's Reseller with exclusive rights and controls for the sale and or distribution of the same subject to management and or monitoring of the same by Ravenswood IT Services of the Resellers's act or actions; (d) export or re-export The Software in violation of UK and/or any applicable International export laws, subject to laws of natural justice based on jurisdictions and international boundaries; (e) use The Software in violation of any applicable law, regulation or ordinance as per item; (d) just above mentioned. Further, You may not use The Software or any related services to develop, generate, transmit or store information that: (i) infringes any third party's intellectual property or other proprietary right; or (ii) make its use illegal in respect thereof, as herein mentioned or subject to the laws and or regulations of any other country or jurisdiction(s), or any other party's rights.

3. Copyright; Proprietary Rights. The Software is Copyright of Ravenswood IT Services and is protected by UK and International copyright laws. Except for the limited licence granted to You, Ravenswood IT Services reserves all rights, title and interest to The Software and all associated icons and graphics. Title to and ownership of The Software, including without limitation all intellectual property rights therein and thereto, are and shall remain the exclusive property of Ravenswood IT Services You shall not take any action to jeopardize, limit or interfere with Ravenswood IT Services’s ownership of and rights with respect to The Software. You acknowledge, herewith , that any unauthorized copying or use of The Software and/or graphics is a breach of this Licence.

4. Delivery and Installation. Unless otherwise agreed by Ravenswood IT Services, You are solely responsible for receipt, delivery and installation of The Software, except as specified herein and and/or unless otherwise agreed in advance, through prior cross-communication, by the parties, Ravenswood IT Services is not obligated to provide training, maintenance or support of any kind for The Software.

5. Product Source Code. Subject to the terms and conditions of this Licence, Ravenswood IT Services reserves the rights to protect ALL or Part of its Software product source code, in encrypted form, and they will not be available upon purchase.

6. Modifications to The Software. Subject to the terms and conditions of this Licence and during the effective term only of this Licence, You may alter and/or modify The Software and You may sublicence The Software to third parties for the sole, limited purpose of altering and/or modifying The Software in accordance with the terms set forth herein. You agree and acknowledge that any alteration or modification of The Software (a) is made and used at Your own risk, (b) may be used only by You for Your internal purposes in accordance with the limited purposes set forth in this Licence, and (c) may not directly or indirectly be sold, resold, licenced, distributed or otherwise transferred to any third party or parties. The foregoing restrictions shall survive the termination or expiration of this Licence. The only exceptions to these restrictions are modifications that are freely shared on the The Software’s web site.

7. Your Responsibilities. In addition to the other terms and conditions set forth in this Licence, You are responsible for providing and maintaining all equipment and Internet connections necessary to install and properly use The Software, including, without limitation, computer hardware and software, modems, and telephone and/or network services. Ravenswood IT Services does not access, control, edit or screen any message or posting content transmitted using The Software or related services; therefore, You are solely responsible for the receipt or transmission of any and all content using The Software as and when You use The Software.

8. Promotional Materials. You agree to allow Ravenswood IT Services to list the web address of a web page You create utilizing The Software in promotional materials and/or on Ravenswood IT Services's website.

9. Export Controls. The Software and all underlying information and technology is subject to UK export controls, including any Export Administration Regulations, recognized internationally and may be subject to export or import regulations in other countries, based on accepted UK and/or International laws on jurisdiction related to the source of the creation, production and sale of The Software. You are responsible for complying with all trade regulations and laws, both foreign and domestic, that is, UK.

10. Termination. Ravenswood IT Services may terminate this Licence if You fail to comply with the terms of this Licence or any applicable agreement relating to professional or other services Ravenswood IT Services may provide to You. You may terminate this Licence at any time by destroying or removing from all hard drives, networks, and other storage media all copies of The Software. Upon any termination, You must remove The Software from Your computer equipment and destroy all originals and copies of The Software in Your possession. The following sections shall survive any termination of this agreement and shall be effective in accordance with their terms: 2, 3, 5, and 8 through 15.

11. Indemnity. You agree to indemnify, hold harmless, and defend Ravenswood IT Services, at Your expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by Ravenswood IT Services arising out of or relating to Your (a) violation or breach of any term of this Licence, and or (b) use or misuse of The Software.

12. Warranties. You represent and warrant that You are solely responsible for ensuring compliance with all applicable laws.

13. Refunds. Ravenswood IT Services does not accept any returns nor make any refunds for The Software. Not with standing the foregoing, You may return The Software and receive a refund if all of the following apply: (a) You have verified that Your Web server meets Ravenswood IT Services's systems requirements; (b) Ravenswood IT Services has been unable to install The Software on Your server pursuant to a service agreement between You and Ravenswood IT Services; and (c) the request for a refund has been made before the delivery of Your purchased product activation key(s). Your refusal to permit Ravenswood IT Services to install The Software will void Your right to a refund.

14. Disclaimer of Warranties. THE SOFTWARE IS PROVIDED "AS IS" AND YOU ASSUME ALL RISK WITH ITS INSTALLATION, CONFIGURATION AND USE AND AS SUCH THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY RAVENSWOOD IT SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SOFTWARE, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. FURTHER, RAVENSWOOD IT SERVICES DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE OR ANY RELATED SERVICE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, ACCURATE, COMPLETE, OR ERROR-FREE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMS THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SOFTWARE AND ANY ASSOCIATED SERVICES. SOME COUNTRIES OR STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU, HOWEVER, THIS SHALL BE SUBJECT TO MALAYSIAN AND/OR INTERNATIONAL LAWS ON JURISDICTION.

15. Limitation of Liability. YOU ASSUME ALL RISK ASSOCIATED WITH THE INSTALLATION AND USE OF THE SOFTWARE (INCLUDING WITHOUT LIMITATION ALL CONDUCT ASSOCIATED WITH ADMINISTRATION). IN NO EVENT SHALL RAVENSWOOD IT SERVICES BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY OR STRICT LIABILITY OR OTHER THEORY), FOR COVER OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS OR DATA, BUSINESS INTERRUPTION, COMPUTER FAILURE OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR PERFORMANCE OF ANY RELATED SERVICES, IRRESPECTIVE OF, EVEN IF RAVENSWOOD IT SERVICES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

RAVENSWOOD IT SERVICES'S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS LICENCE SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO RAVENSWOOD IT SERVICES FOR THE USE OF THE SOFTWARE. YOU HEREBY RELEASE RAVENSWOOD IT SERVICES FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION. SOME COUNTRIES OR STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU, BUT SHALL BE SUBJECT TO MALAYSIAN AND/OR INTERNATIONAL LAWS ON JURISDICTION.

16. General Provisions. The terms set forth in this Licence and any related service agreements constitute the final, complete and exclusive agreement with respect to The Software and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Licence shall nonetheless remain in full force and effect. Any term of this Licence may be amended and the observance of any term may be waived only with the written consent of the parties. The failure of Ravenswood IT Services at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.

This Licence shall be governed by and construed in accordance with UK and/or International laws and without regard to its conflict of rules on such respective laws, giving emphasis to rules on recognized jurisdiction. Any legal proceeding arising out of or relating to this Agreement will be subject to the exclusive jurisdiction based on UK and/or International laws and in particular on the basis of the founding and existence of Ravenswood IT Services, that is, with its expressed jurisdiction being in the UK, irrespective of whether The Software is made available for downloading, for You, from servers in the UK or otherwise. The provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods shall not apply.