This End-User License Agreement (“EULA”) is a legal agreement between (a) you (both the individual installing the Software Product and any single legal entity for which the individual is acting) and (b) Pickering Software Solutions Limited (“PickSoft”) that governs your use of MergeIT Pulling Printing Interface (“the Software Product”).
By installing, copying or otherwise using the Software Product you agree to be bound by the terms of this EULA.
If you do not agree to the terms of this EULA, do not install or use the Software.
Product. 1. GRANT OF LICENSE
PickSoft grants you the following annual, limited, non-exclusive license, provided that you agree to and comply with all of the terms and conditions of this EULA:
1.1 Installation and Use. You may install and use the Software Product on one single user computer in your possession (“Computer A”), provided the Software Product is in use on only one computer at any time. The Software is “in use” on a computer when it is loaded into temporary memory (RAM) or installed into the permanent memory of a computer (for example: a hard disk, CD-ROM or other storage device) and has been activated by a unique license key. Computer A must generate a unique license key by means of a license key request, which must be made electronically either by direct internet connection or e-mail. The unique license key will be provided in response electronically similarly either by direct internet connection or e-mail. When a unique license key expires, the Software Product that it activated will deactivate.
1.2 Annual License Expiry And Renewal. Your unique license key used to activate the Software Product on Computer A will expire annually along with your license. In order to re-activate the Software Product on Computer A you will need to renew your license, which will entitle you to make a new unique license key request. License renewal will take the form of the expiry of your current unique license key used to activate the Software Product on Computer A, followed by Computer A making a new license key request and PickSoft providing you with a new unique license key to re-activate the Software Product on Computer A.
1.3 Transfer to Another Computer. You may transfer the Software Product to another computer (“Computer B”), provided that you cease to use the Software Product on Computer A. The Software Product must then be activated on Computer B by a new unique license key, which must be generated by means of a new license key request made by Computer B. Once the Software Product has been removed from Computer A and has been activated by your new unique license key on Computer B, Computer B becomes (for the purposes of this EULA) Computer A. This transfer process may be completed an unlimited number of times.
1.4 Reservation of Rights. The Software Product is licensed, not sold, to you by PickSoft. PickSoft owns all rights, titles and interests in and to the Software Product and reserves all rights not expressly granted to you in this EULA. You agree to refrain from any action that would diminish such rights or would call them into question.
2. SHORT-DURATION ADDITIONAL LICENSE KEYS FOR TESTING AND BETA VERSIONS AND RELSEASE CANDIDATES OF THE SOFTWARE PRODUCT
2.1 On your request, PickSoft may provide you with a short-duration additional license key to activate the Software Product for the purpose of testing it on a machine other than Computer A (for example, Computer B), whilst the Software Product is still in use on Computer A. Use of a short duration additional license key to activate the Software Product on a computer other than Computer A does not constitute a breach of clauses 1.1 or 1.2 of this EULA. Short-duration additional licence keys for testing will be granted on a discretionary basis, and only in response to a request in writing. The duration of this additional license key will be decided by PickSoft upon its decision to grant you the key.
2.2 PickSoft may make BETA versions and Release Candidates of the Software Product available to you for a limited duration. In order to activate these products, the computer on which they are installed must make a request for a short-duration additional license key. Use of a short-duration additional license key to activate a BETA version or Release Candidate of the Software Product on Computer A does not constitute a breach of clauses 1.1 or 1.2 of this EULA. The duration of this additional license key will be decided by PickSoft when it makes the BETA version or Release Candidate of the Software Product available to you.
2.3 On expiry of a short-duration additional license key granted as outlined in clauses 2.1 or 2.2, you must uninstall and destroy all copies of the Software Product activated by the short-duration additional license key that has expired.
3. ADDITIONAL SOFTWARE
This EULA applies to updates, supplements or extensions to the original Software Product provided by PickSoft unless PickSoft provides other terms along with the update, supplement or extension. In case of a conflict between such terms, the other terms will prevail.
4. TRANSFER OF THIS EULA TO A THIRD PARTY
The Software Product is licensed to you only. You may not rent, lease, sub-license, sell, assign, pledge, or otherwise transfer the Software Product, on a temporary or permanent basis without the prior written consent of PickSoft. An authorised transferee shall have the rights and obligations of the transferring party set forth in this EULA.
5. TERMINATION
This EULA is effective upon the start of your use of the Software Product and remains effective until terminated. PickSoft may terminate this EULA if you fail to comply with the terms and conditions of this EULA or if you become bankrupt or insolvent. In any such event, you must destroy all copies of the Software Product in your possession and all of its component parts.
6. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
6.1 Your only right to use the Software Product is by virtue of this EULA and you acknowledge that all intellectual property rights in or relating to the Software Product and all parts of the Software Product (including, but not limited to, any improvement, modification or adaptation of the Software Product arising directly or indirectly from you using the Software Product) are and shall remain the exclusive property of PickSoft.
6.2 You agree that you will not remove or alter any copyright notices or similar proprietary devices, including without limitation any electronic watermarks or other identifiers, that may be incorporated into the Software Product or any copy of the Software Product.
7. LIMITATION ON REVERSE ENGINEERING
You may not reverse engineer, decompile, disassemble or create derivative works of the Software Product, except and only to the extent that the right to do so is mandated under applicable law. Nothing contained herein shall be construed, expressly or implicitly, as transferring any right, license or title to you other than those explicitly granted under this EULA. Unauthorized copying of the Software Product or failure to comply with the above restrictions will result in automatic termination of this EULA and will constitute immediate, irreparable harm to PickSoft for which monetary damages would be an inadequate remedy, in which case injunctive relief will be an appropriate remedy for such breach.
8. CONSENT TO USE OF DATA
You agree to provide technical information that PickSoft may collect and use (including, but not limited to, the quarantine files produced by the Software Product when issues occur whilst processing jobs) either automatically or on request by PickSoft in relation to support services related to the Software Product. PickSoft agrees not to use this information in a form that personally identifies you except to the extent necessary to provide such services.
9. DISCLAIMER OF WARRANTIES
To the fullest extent permissible by applicable law, PickSoft expressly disclaims all warranties of any kind with respect to the Software Product, whether express, implied, statutory or arising out of course of performance, course of dealing or usage of trade, including but not limited to any warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title or non infringement. The Software Product is provided “as is” without any representations or warranties, and you agree to use the Software Product at your own risk.
10. LIMITATION OF LIABILITY
To the fullest extent permissible by applicable law, in no event shall PickSoft be liable for any special, incidental, indirect or consequential damages whatsoever (including but, not limited to, damages for loss of profits, for loss of data or other information, for business interruption, or any other pecuniary loss) arising out of use of or inability to use the Software Product, even if PickSoft is aware of the possibility of such damages and known defects.
11. GOVERNING LAW AND JURISDICTION
The formation, existence, construction, performance and validity and all aspects whatsoever of this EULA will be governed by the law of England and Wales. You and PickSoft agree to irrevocably consent to the exclusive jurisdiction of the courts of England and Wales to settle any disputes which may arise out of or in connection with this EULA.
12. GENERAL
12.1 If any part of this EULA is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from this EULA and will be ineffective without, as far as is possible, modifying any other part of this EULA and this will not affect any other provisions of this EULA which remain in full force and effect.
12.2 No failure or delay by you or PickSoft to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.
12.3 This EULA contains all the terms which the parties have agreed in relation to the subject matter of this EULA and supersedes any prior written or oral agreements, representations or understandings between the parties in relation to such subject matter. This EULA may not be modified or amended without an authorised director of PickSoft’s prior and express written consent, and no other act, document, usage or custom will be deemed to amend or modify this EULA.