This is the software agreement found in all copies of our software.
BEFORE USING THIS SOFTWARE PLEASE READ THIS LICENCE AGREEMENT CAREFULLY.
THIS SOFTWARE IT IS OWNED BY MICROFILM LTD OF CHRISTCHURCH NEW ZEALAND AND IS AVAILABLE FOR USE BY AGREEING TO THE CONDITIONS OF THIS LICENCE.
By accessing and using Microfilm Limited's software you acknowledge that you have read, understood and agree to be bound by and comply with the terms and conditions of this licence. If you do not agree with the terms and conditions please do not use the software.
This Licence Agreement is between Microfilm Limited, trading as Microfilm Digital Print, its subsidiaries, web sites or nominated parties and the individual or organisation to whom we have agreed to supply the software ("you", "your").
1. THE LICENCE:
1.1 This is a licence to use the software for the creation of the content of your own products to be printed by Microfilm Limited. The printed items and the content of the printed items belong to you, or the copyright holder, and that the software and page templates remain the property of Microfilm Limited. This is a licence to you but it has not been sold to you and you are only authorised to use it for the purposes that Microfilm Limited intends. (Microfilm Limited reserves all rights not expressly granted to you.)
1.2 This licence grants you a non exclusive, non transferable licence, which gives you the right to use the software strictly in accordance with the terms of this agreement.
1.3 The term "software" means the software the subject of this licence and includes any Revisions created by Microfilm Limited.
1.4 "Revision" means any modification to the software in the nature of an improvement made to correct program faults or other defects, or to enhance the functionality of the software.
1.5 This licence permits the installation of the software on one computer. One licence must be agreed to for each installation on each individual computer.
1.6 The permitted use of this software is to prepare the content of books, cards, calendars and other items for printing exclusively by Microfilm Limited.
1.7 The items printed by Microfilm Limited through the facilities and systems embodied in the software may be used by you for commercial purposes. On-selling of the books, cards and calendars is a permitted use. For the avoidance of doubt promotional and advertising purposes are a permitted use.
1.8 The software is the intellectual property of Microfilm Limited and all copies and installations of the software remain the property of Microfilm Limited. The software and copies of the software may not be sold, rented, leased or sublicenced by any person or organisation other than Microfilm Limited. You may not decompile, reverse engineer, disassemble, modify or create derivative works of the software or any part thereof.
1.9 The purpose of the software is to create the content of items to be printed exclusively by Microfilm Limited. No other organisation or person may print items generated by this software. The software may not be altered, re-engineered or adapted for any printing purpose, or any other purpose whatsoever.
1.10 Microfilm Limited reserves the right to monitor the content of documents prepared on the software. Microfilm Limited maintains the right, at its discretion, to contact law enforcement agencies regarding content and to refuse to process and print any material that it deems to be unfit for publication, obscene, pornographic or illegal.
2. PROTECTION OF INTELLECTUAL PROPERTY
2.1 Microfilm Limited (or its suppliers) is the sole owner of all rights (including Intellectual Property rights other than those rights recorded in the addendum) in the Software and the Documentation supplied under this licence.
2.2 You must not, nor may you permit any other person to:
2.2.1 alter, modify, reproduce, reverse assemble, reverse compile or enhance the Software and/or the Documentation;
2.2.2 alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality, proprietory or trade secret, legend or notice, or any numbers, or other means of identification used on or in relation to the Software and/or the Documentation;
2.2.3 do any act that would or might invalidate or be inconsistent with Microfilm Limited's Intellectual Property rights.
2.3 You must, at Microfilm Limited's expense, take all such steps as Microfilm Limited may reasonably require to assist Microfilm Limited to maintain the validity and enforceability of Microfilm Limited's Intellectual Property rights.
2.4 You indemnify Microfilm Limited against any loss, costs, expenses, demands or liability, whether direct, indirect, consequential, or otherwise, and whether arising in contract, tort (including in each case negligence), or equity or otherwise, arising out of a claim by a third party alleging infringement of that third party's Intellectual Property rights if such claim arises from infringement, suspected infringement or alleged infringement due to:
2.4.1 use of any of the Software and/or the Documentation in combination by any means and in any form with software or equipment not specifically approved by Microfilm Limited or in a manner or for a purpose not reasonably contemplated or authorised by Microfilm Limited; and/or
2.4.2 a breach by you of clause 2.2.
3. ELECTRONIC MESSAGES FROM MICROFILM LIMITED
3.1 Subject to clause 3.2, you consent to receiving from time to time, electronic messages including updates from Microfilm Limited which market, update or promote Microfilm Limited's goods and services.
3.2 Microfilm Limited will cease to send electronic messages as described in clause 3.1 above to you if at any time you instructs Microfilm Limited in writing to cease sending such electronic messages to you at those electronic addresses.
3.3 Microfilm Limited will include a functional unsubscribe facility in any electronic messages sent to you which market or promote Microfilm Limited's goods and services.
4. CONSUMER GUARANTEES ACT - IMPORTANT NOTICE
4.1 If you are acquiring or holding yourself out as acquiring goods or services under this licence for business purposes, then the Consumer Guarantees Act 1993 will not apply.
5. NO WARRANTIES
5.1 All warranties, terms and conditions (including, without limitation, warranties and conditions as to fitness for purpose and merchantability), whether express or implied by statute, common law or otherwise, are excluded to the extent permitted by law.
6. LIMITATION OF LIABILITY
6.1 Microfilm Limited has used its best endeavours to develop a stable and reliable software product; Microfilm Limited does not warrant that the software is free of "bugs" errors or defects and the existence of any such errors shall not constitute a breach of this licence. Microfilm Limited shall not be responsible to you for costs or damages incurred as a result of any such "bugs", errors or defects.
6.2 Microfilm Limited will not have any liability or responsibility to you for any loss, damage or injury whether arising in contract, tort, equity or otherwise which does not flow directly or naturally (ie. in the ordinary course of things) from a breach of this Agreement including, in each case consequential loss of business of profits or other loss.
6.3 Microfilm Limited shall not be responsible for the content of documents prepared on the software and ownership, and rights to images and text shall be the responsibility of the user of the software.
7.1 This licence shall remain in effect only for so long as you are in compliance with the terms and conditions of this agreement. This licence will terminate if you fail to comply with any of its terms or conditions. You agree, upon termination, to uninstall the software from your computer. The terms and conditions of this agreement will continue to be in force even after termination.
8.1 You will not assign your rights under this licence without the prior written consent of Microfilm Limited.
9. PARTIAL INVALIDITY
9.1 If any provision of this licence or its application to any party or circumstance is or becomes invalid or unenforceable to any extent, the remainder of this licence and its application shall not be affected and shall remain enforceable to the greatest extent permitted by law.
10. DISPUTE RESOLUTION
10.1 Where any dispute arises between the parties concerning this licence, or the circumstances, representations, or conduct giving rise to the licence, no party may commence any court or arbitration proceedings relating to the dispute unless that party has complied with the procedures set out in this clause 10.
10.2 The party initiating the dispute ("the first party") must provide written notice of the dispute to the other party ("the other party") and nominate in that notice the first party's representative for the negotiations. The other party must within seven days of receipt of the notice give written notice to the first party naming its representative for the negotiations. Each representative nominated shall have authority to settle or resolve the dispute.
10.3 If the parties are unable to resolve the dispute by discussion and negotiation within 14 days of receipt of the written notice from the first party, then the parties must immediately refer the dispute to mediation.
10.4 The mediation must be conducted in terms of the LEADR New Zealand Inc Standard Mediation Agreement. The mediation must be conducted by a mediator at a fee agreed by the parties. Failing agreement between the parties, the mediator shall be selected and his/her fee determined by the Chair for the time being of LEADR New Zealand Inc.
11. GOVERNING LAW
11.1 This licence shall be governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.
Any rights not expressly granted in these Terms and Conditions are reserved by Microfilm Limited.
Acceptance of terms, conditions and definitions of this document provides you with a licence to use the software.