Licence Agreement

		
This is an important legal document – please read it carefully.

You have requested a download of certain software (Software) known by the name "aXes" and owned by LANSA Holdings Inc. (LANSA). If You wish to continue You must click "agree", to acknowledge that You have read and understood this agreement and that You agree to be bound by it.

1. Application of agreement

1.1 This agreement applies to You and, where You are downloading the Software as agent for or on behalf of any entity (such as Your employer), to that entity (and, in that case, any reference in this agreement to "you" will be read as a reference to both You and that entity).

1.2 For the purposes of this agreement, any reference to the Software includes the "aXes" software program, ancillary programs, related manuals and other documentation and any upgrades.

2. Licence

2.1 Upon agreeing to the terms and conditions contained in this agreement, You may download the Software and LANSA grants You a limited, non-exclusive and non-transferable licence to install and use the Software on one computer server (as identified by the server serial number provided by you) for a trial period of 30 days from the date on which the Software is first used.  This 30-day trial period is enabled by the activation of a default temporary licence key that is integrated into the Software when it is installed.

2.2 The trial period referred to in clause 2.1 may be extended (at LANSA's discretion) by Your application for a further temporary licence key to be provided by LANSA prior to the expiry of the original trial period.

2.3 Upon LANSA’s receipt of Your payment for the applicable Licence Fee published by LANSA for a licence to use the Software and which LANSA may vary from time to time, LANSA will provide You with a permanent licence key, the limitation in clause 2.1 will no longer apply, and the licence granted in clause 2.1 will continue until terminated in accordance with this agreement.

2.4 Once You have a permanent licence key, Maintenance Services are available for a Maintenance Fee. The initial Maintenance Fee is mandatory.  Upon payment of the Maintenance Fee, You will be entitled to the following Maintenance Services for the period of 12 months immediately following the date upon which payment of the Maintenance Fee is received by LANSA:

a)	Upgrades to the Software:
•	Upgrades to the Software that LANSA in its sole and absolute discretion considers to be logical extensions of the Software but excluding the release of major additional new Software whose variance with the Software is clearly defined or of different functionality.

b)	Corrections to the Software:
•	LANSA will only provide corrections for defects in the current and previous Version/Release of the Software, and the Operating System and the Browser on which the Software operates (provided that the supplier of the Operating System and of the Browser also provides maintenance services for those Version/Release).

•	LANSA shall not be obliged to remedy defects caused by failures of the Operating System or the Browser, or by a failure by You to use the Software in accordance with the provisions of this Agreement.
Access to LANSA offices for support is during normal business hours except weekends and public holidays.  Problems detected in the Software must be reported within these hours.  LANSA undertakes to respond to URGENT PROBLEMS within twenty-four hours.  LANSA undertakes to respond to NON-URGENT PROBLEMS within five working days.

3. Your obligations

3.1 You agree to:

a)	not copy, reproduce, translate, adapt, reverse engineer, decompile, disassemble, vary, modify or create a derivative work from the Software or any associated documentation without the express consent of LANSA, except as authorised by this agreement; and

b)	not transfer or sub-license the Software to any other person or provide or make the Software available for use in any way on any additional computer server; and

c)	not use the Software on a source computer server to process or display a data stream from another target computer server where that data stream is only accessible to the Software because the target computer server has been attached to the source computer server by a mechanism that is commonly referred to as PASSTHRU, without first  receiving written agreement from LANSA to that effect; and

d)	not use the Software in the provision of service bureau, time-sharing, application service provider (ASP), cloud computing service or other computer services to third parties without first receiving written agreement from LANSA to that effect; and

e)	supervise and control the use of the Software to ensure that all use of it accords with this agreement and that each person who has access to the Software is aware of and complies with the terms of this agreement.

4. Copyright

4.1 You acknowledge that LANSA is and at all times remains the owner of all rights, including the copyright, in the Software and all associated documentation. You will not do or permit the doing of any act, during or after the term of this agreement, which infringes those rights.

4.2 You indemnify LANSA against any liability, cost or expense that LANSA may incur as a result of Your breach of the copyright provisions in this agreement.

4.3 You may not copy the Software except to make one copy solely for back-up purposes.

4.4 You acknowledge that "LANSA" and "aXes" are trademarks of LANSA and You will not do anything which adversely affects those marks.

4.5 You indemnify LANSA and hold LANSA harmless against all losses, liabilities and costs in respect of claims that Your use of the Software or any part of it infringes any intellectual property, contractual or other rights of any third parties.

5. Warranties

5.1 Subject to clause 5.3, LANSA disclaims all warranties, including those relating to merchantability, fitness for a particular purpose, freedom from viruses or defects, non-infringement of third party rights or compatibility and interoperability, whether express or implied by custom or statute.

5.2 You acknowledge that the Software cannot be guaranteed to be error free and the existence of any errors in the Software will not constitute a breach of this agreement. You accept all risk associated with the use of the Software and acknowledge that LANSA will not be liable for any damages whatsoever (including any consequential loss of any kind) arising from the use of the Software.

5.3 To the extent that any law implies terms into this agreement which cannot be lawfully excluded, LANSA's liability for breach of such terms will be limited, at LANSA's option, to any one or more of the following:

a)	replacement of the Software or supply of equivalent software (or payment of the cost of doing so); or

b)	correcting any defects in the Software (or payment of the cost of doing so).

5.4 Without limiting the generality of clauses 5.2 and 5.3, LANSA will not be liable for any damages whatsoever (including any consequential loss of any kind), if the Software is not able to be used by You for any period in excess of 7 days as a direct result of the act or omission of LANSA. During any such period, LANSA's only obligation will be to refund to You a pro-rata proportion of the annual maintenance fee calculated having regard to the length of that period as a proportion of the year for which the fee is paid.

6. Term of the Licence

6.1 The licence granted by this agreement will terminate if you:

a)	breach any term of this agreement; or

b)	being a firm or partnership, are dissolved or, being a company, are deregistered or become the subject of insolvency proceedings or, being an individual, die or become bankrupt; or

c)	destroy the Software.

6.2 Upon termination of this agreement, You will destroy any remaining copies of the Software and any associated documentation or otherwise return or dispose of such material in the manner specified by LANSA.

6.3 Termination of this agreement will not affect any rights or remedies which LANSA may have against You under this agreement or at law.

7. Escrow

7.1 The Software is escrowed with an authorised Escrow Agent whose contact details can be found at www.axeslive.com/escrow.  Once You have a permanent licence key, You may enter into agreement with this Escrow Agent in order to have access to the source code of the Software in the event of voluntary or involuntary bankruptcy or insolvency of  LANSA.  LANSA is obligated under its term of the agreement with this Escrow Agent to update the source code of the Software with each new release of the Software.


8. General

8.1 This agreement is personal to You and You may not assign, sub-license or transfer Your rights in the Software to anyone.

8.2 If any provision of this agreement is invalid or unenforceable under applicable law, it (or, if possible, the offending part) will be severed from this agreement and the remainder of this agreement will continue in full force and effect.

8.3 LANSA's failure to enforce at any time any provision of this agreement will not constitute a waiver of LANSA's rights under this agreement.

8.4 This agreement will be governed by and construed according to the laws of Illinois, USA and You submit to the jurisdiction of the courts of Illinois, USA in respect of any dispute arising under or in relation to this agreement. This agreement will not be governed by the terms of the United Nations Convention on Contracts for the International Sale of Goods.
I HAVE READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THOSE TERMS.
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