RIB LIMITED (“RIB”)

SOFTWARE LICENCE AGREEMENT

 

ATTENTION: THIS IS A LICENCE, NOT A SALE. THIS PRODUCT IS PROVIDED UNDER THE FOLLOWING LICENCE WHICH DEFINES WHAT YOU MAY DO WITH THE PRODUCT AND CONTAINS LIMITATIONS ON WARRANTIES AND OR REMEDIES.

 

LICENCE AGREEMENT

 

IMPORTANT:  CAREFULLY READ THIS LICENCE BEFORE USING THIS PRODUCT. INSTALLING AND/OR USING THIS PRODUCT INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ THIS LICENCE AND AGREE TO ITS TERMS.  IF YOU DO NOT AGREE, RETURN THE PRODUCT (TOGETHER WITH YOUR PROOF OF PURCHASE) COMPLETE TO THE VENDOR WITHIN 10 DAYS OF THE DATE YOU ACQUIRED IT, FOR A FULL REFUND.   THIS LICENCE IS YOUR PROOF OF LICENCE.   PLEASE TREAT IT AS VALUABLE PROPERTY.

 

A.          LICENCE:  RIB ("we" or "us"), provides you (“Customer”) a computer program (the "Program"), user manual, Licence (the "Licence"), and accompanying documents (together called the "Product") and grants you a non-exclusive licence to use the Product in accordance with the terms of this Licence.   Copyright and all other rights in the Product shall remain with us or our related companies.  You must reproduce any copyright or other notice marked on the Product on all copies you make.  Use of the Product is strictly limited to use by you or your officers, employees or contractors in the ordinary course of your business.

              

B.          YOU MAY: 

1.    use the Program only on the number and type of computer systems as stated in your approved order form.  The maximum number of users permitted to use the Program at any one time is the number of users stated on your approved order form.  An approved order form is an order form which the Customer uses to order Product and which the Customer and we (or our dealers) execute;

2.    make one copy of the Program for archive or back-up purposes only;

3.    transfer the Program to someone else (“transferee”), only if you have our prior written consent and if you assign all of your rights under this Licence, cease all use of the Program, erase or destroy any copy however made (including the hard disk copy) and the transferee agrees to be bound by the terms of this Licence and a copy of the transferee's agreement is delivered to us;

4.    if the Product is an upgrade from another product, whether from us or another supplier, you may use or transfer the Product only in conjunction with the upgraded Product and in accordance with this Agreement, unless you destroy it.   If the Product is an upgrade from a previous version, you may only use that upgraded Product in accordance with this Licence.

              

C.          YOU MAY NOT:  

1.    use the Product or make copies of it except as permitted by this Licence;

2.    translate, reverse engineer, decompile or disassemble the Program, except to the extent the foregoing restriction is expressly prohibited by applicable law;

3.    rent, lease, sell, sub-licence or transfer the Product to any person, without the prior written consent of us;

4.    assign the benefit of this Licence or any rights or obligations under this Licence, without the prior written consent of us;

5.    modify the Program (or any part of the Program) or merge or incorporate all or any part of the Program in another program without the prior written consent of us;

6.    modify or delete any copyright, trademark, confidentiality or other property rights notices on any medium containing the Program or on the Materials or copy or reproduce any of the Program software or Materials with any of RIB’s copyright, trademark, or property rights notices; 

7.    use a previous version or copy of the Product after you have received an upgraded version as a replacement of the prior version.  All copies of the prior version of the Product must be destroyed; or

8.    make the Product available to persons other than officers, employees or contractors of the Customer for use in the ordinary course of your business, without the prior written consent of us.

              

D.          USE RESTRICTIONS:

1.    If the Licence is a concurrent Network Licence as listed on an order form, you agree that the licensing server and all users utilising the Product under this Licence must be located within a two-hour time zone range, except with our express written consent.

2.    If the Licence is a Named User Licence as listed on an order form, you agree that each Licence granted to you will only be used by a single named user at all times, and not by multiple individuals.  You agree not to, and must ensure your personnel (including all staff, officers, employees and contractors) do not, share or disseminate credentials for Named User Licences for use by multiple individuals. You agree that any use of a Named User Licence by multiple individuals (as we may determine, in our absolute discretion) entitles us to charge you additional fees, which may constitute or include fees equal to further Named User Licences. 

3.    Notwithstanding the grant of any consent by us to waive any of the above restrictions in this clause D, you agree that additional charges may apply to any usage outside of these restrictions.

4.    You agree that we, or our nominee, may audit compliance by you with this clause D.   Any such audit will be conducted without the need for prior notice where we have reason to suspect you or any of your personnel of any non-compliance, and otherwise upon reasonable prior notice. Audits will be conducted electronically by our capturing of usage logs to an external service outside of the Customer’s network, or to an internal mechanism incorporated in the Product providing log functionality (which method is to be determined in our absolute discretion).  You consent and agree to providing this log information (or providing access to same) to us in the manner described this clause D.

 

E.          TERM:   This Licence shall continue for as long as you use the Product.  However, it will terminate immediately and without notice if you fail to comply with any of these terms and conditions.  You agree, upon termination, immediately to discontinue use of the Products and to destroy or deliver up to us (as we may require) all complete and partial copies of the Product.  The Limitations of Warranties and Liability set out below shall continue in force after any termination.

 

F.           OWNERSHIP:  The Product (and any copies or modifications of the Product, whether made by the Customer as permitted by this Agreement or us) shall remain the property of us or our related companies.   Risk of loss or damage to the Product shall pass to the Customer upon acceptance of the Product in accordance with this Agreement.

              

G.          MAINTENANCE: Unless you have subscribed to maintenance services with RIB, we are not required to provide you with maintenance services according to this Agreement. Once you have subscribed to our maintenance services, our service level will be provided in accordance with our then-current Maintenance Services Policy, the terms of which will be published at https://www.itwocostx.com/maintenance.

 

H.          WARRANTY:  We warrant that the storage media in the Program will be free from material defects in materials and workmanship for 90 days from the date you acquire it.  If, within 90 days, such a storage media defect occurs, immediately notify us in writing of the defect giving particulars of the defect and we shall (at our discretion) either rectify the defect or replace the Product.  If, you have a current maintenance subscription for the Program with RIB and such a defect occurs, immediately notify us in writing of the defect giving particulars of the defect and we shall (at our discretion) either rectify the defect or replace the Product. This remedy is your exclusive remedy for breach of this warranty. 

 

Note: This warranty does not operate where the defect arises in any respect from the installation of the Program, the nature or operation of the equipment on which the Program is used, the use of any materials or software not provided by us or any other action, or inaction, of the Customer or a third party not authorised by us.

              

I.           LIMITATION OF WARRANTIES AND LIABILITY: Except for the warranty in clause H above, the Product is provided on an "as is" basis, and to the extent permitted by law any warranties, conditions, express or implied, including but not limited to warranties of merchantable quality, merchantability or fitness for a particular purpose, or those arising by law, statute, usage of trade or course of dealing are hereby excluded.  The entire risk as to the results and performance of the Product is assumed by you.  Neither we nor our dealers or suppliers shall have any liability to you or any other person or entity for any indirect, incidental, special or consequential damages whatsoever, including but not limited to loss of revenue or profit, lost or damaged data or downtime or other commercial or economic loss, whether based on breach of contract, breach of warranty, tort, product liability or otherwise, even if we have been advised of the possibility of such damages or they are foreseeable, or for claims by a third party. Our maximum aggregate liability to you, and that of our dealers and suppliers, whether under contract or warranty, in tort or for any statutory cause of action arising out of this Agreement, shall be limited (at our option) to refunding the paid price of the Product or to replacing the Product.  The limitations herein shall apply whether or not the alleged breach or default is a breach of a fundamental condition or term, or a fundamental breach.

 

J.           GENERAL:  This Licence is the entire agreement between us, supersedes any other agreement or discussions, oral or written and may not be changed except by a written signed agreement.  This Licence shall be governed by and construed in accordance with Hong Kong Basic Law. We and the Customer irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Hong Kong and waive any immunity or any objection to any action in those courts and to a claim that any action has been brought in an inconvenient forum or that those courts do not have jurisdiction. If any provision of this Licence is or becomes invalid, illegal, or unenforceable, such provision shall be severed from the Licence and the other provisions shall remain in full force and effect.  The parties have requested that this Licence and all documents contemplated hereby be drawn up in English. If the Licence is translated into another language, in the event of any inconsistency, the English version shall prevail.

 

K.          EXPORT RESTRICTIONS: 

          3. If any necessary or advisable licenses, authorizations or approvals are not obtained, whether arising from inaction by any relevant government authority or otherwise, or if any such licenses, authorizations or approvals are denied or revoked, or if the applicable export control laws and/or regulations would prohibit RIB from fulfilling any order, or would in RIB’s judgment otherwise expose RIB to a risk of liability under the applicable export control laws and/or regulations if it fulfilled the order, RIB shall be excused from all obligations under such order and/or this Agreement.