END USER LICENSE AGREEMENT
1. These terms of use constitute an agreement between you or the company or organisation you represent (“you”) and Bison Group Limited, NZCN 5115901 (“Bison”) and govern your access to and use of Bison software and/or services and any updates or upgrades thereto (“Bison Solution”).
2. The Bison Solution is made available to you only on the terms and conditions of this agreement. By downloading, installing, accessing or using the Bison Solution (which ever occurs first), you agree to be bound by the terms of this agreement. If you do not agree with the terms of this agreement, you are not authorised to download, install, copy, access and/or use the Bison Solution. By agreeing with the terms of this agreement you will only be granted the rights as expressly granted to you in this agreement. All other rights are specifically reserved to Bison.
3. Bison grants to you a non-exclusive, non-transferable, personal, revocable right to download, install, access and/or use the Bison Solution for your own internal purposes and for the provision of weighing services to third parties only.
4. You may only install Bison Solution software and use the Bison Solution in accordance with our documentation and manuals.
5. You may copy the Bison Solution software solely for archival purposes in support of your use of the Bison Solution and must delete these copies upon the expiry or termination of this agreement.
6. You agree that the Bison Solution may involve the collection, transmission and/or storage of usage data. You shall own all such data. You grant Bison a perpetual, world-wide, non-exclusive, royalty-free, sub-licensable, transferable right in and to such data for any reason as Bison solely determines provided that Bison will not use or disclose any personal information of an individual without the individual’s consent. Any personal information received by Bison will be used, processed, transmitted, and disclosed in accordance with Bison’s privacy policy (available at http://www.bison-jacks.com/legal-information).
7. Except as permitted by Section 5 - 7, and except to the extent that it is not permissible for Bison to prohibit such activities pursuant to an applicable law, You may not: (i) download, install, access or use the Bison Solution or any part thereof; (ii) transmit, distribute, copy, reproduce, modify, adapt, vary or create derivative works based on the Bison Solution in whole or part; (iii) rent, lease, sub-license, sell or otherwise transfer the Bison Solution in whole or part; and (iv) reverse engineer, decompile, disassemble, debug, hook, spoof or pirate the Bison Solution, or any part thereof. Bison may enforce its rights under this section using any lawfully available means including, without limitation, seeking an injunction.
8. You may not transfer any rights granted to you under this agreement to any third party without Bison's prior written consent.
9. Fees may apply to the Bison Solution (or portions thereof) and, where fees apply, the rights granted under this agreement to you are strictly conditional upon the payment of such fees and your rights shall only apply for the time period for which such fees are paid.
10. You agree to pay all applicable fees and other amounts due to Bison on time and in full. Bison may charge the fees using payment processes as determined by Bison from time to time, which may include, by way of example only, invoice, terms of sale, Paypal, credit card, direct debit. Fees are subject to change on a prospective basis from time to time at Bison's sole determination.
11. Without prejudice to any other rights, Bison may terminate this agreement or withdraw access to selected features if: (a) you fail to comply with the terms and conditions of this agreement; (b) you stop paying any applicable fees, or fail to pay any applicable fees or other amounts due to Bison on time and in full; (c) Bison ceases making available the Bison Solution, or an applicable part thereof; or (d) Bison provides notice of termination. In such event, Licensee must immediately cease accessing and using the Bison Solution and all copies of the Bison Solution software, and all of its component parts, in the control or possession of Licensee must be deleted or destroyed.
12. All title and copyrights in and to the Bison Solution (including but not limited to any code, software, structure, algorithm, designs, data, logo, images, photographs, animations, video, audio, music and text incorporated into the Bison Solution), the accompanying printed materials, and any copies of any Bison Solution software are owned by Bison or its suppliers. The Bison Solution is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Therefore, you must treat the Bison Solution software like any other copyright protected material and put into effect and maintain adequate security measures to safeguard the Bison Solution from theft or from access or use by any person other than by you as permitted by this agreement.
13. The Bison Solution is not sold to you and you do not acquire any rights, ownership or interest in the Bison Solution, or any part thereof, except for the limited rights of use as expressly granted in Section 4.
14. The Bison Solution and any related documentation is provided to you ''as is". You are solely responsible for the selection of the solution and components to achieve your intended results or for your particular applications and systems. Bison specially does not warrant that the Bison Solution will be uninterrupted or error-free.
15. If Bison Solution software (other than free of charge software) is or becomes defective or unusable due to faulty design or incorrect manufacture within ninety (90) days after you first accept this agreement and pay the fees for such software, Bison undertakes at its sole discretion at your written request to use commercially reasonable efforts to provide you with a performing copy of the software and a time extension where you can use the software for the period of time for which you have paid fees but have been unable to use the software due to such defect or fault, on a day-for-day basis without further or duplicate charge. Alternatively Bison, at is sole discretion, may provide you with a refund of the fees you have paid for the time when you have been unable to use the software due to such defect or fault. This section sets out your only remedies should such events occur.
16. Bison expressly disclaims any further warranty for the Bison Solution including warranty of any kind, whether express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The entire risk arising out of use or performance of the Bison Solution remains with you.
17. In no event shall Bison or its suppliers be liable for any damages whatsoever including, without limitation, any damages for loss of business profits, business interruption, loss of business information, or any other special, consequential, incidental, indirect or pecuniary losses or damages arising out of the use of or inability to use the Bison Solution, even if Bison has been advised of the possibility of such damages.
18. This agreement is governed by the laws of New Zealand. Any dispute arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the ordinary courts of Dunedin, New Zealand. Notwithstanding the foregoing, Bison retains the right to bring legal action against you before any other competent court.