MailGate Server Licence Agreement
BY CLICKING ON THE "Accept" BUTTON, YOU ARE CONSENTING TO BE BOUND BY THIS LICENCE . IF YOU CLICK ON THE "Reject" BUTTON THE INSTALLATION OF THE SOFTWARE WILL NOT CONTINUE. IF YOU ARE ACCEPTING THIS LICENCE ON BEHALF OF A CORPORATE LICENSEE, YOU REPRESENT THAT YOU ARE AUTHORISED TO DO SO. IF YOU ARE NOT SO AUTHORISED, NOR DEEMED IN LAW TO HAVE SUCH AUTHORITY, YOU ASSUME SOLE PERSONAL LIABILITY FOR THE OBLIGATIONS SET OUT IN THIS LICENCE.
IF YOU HAVE ALREADY PURCHASED A KEY FOR THE SOFTWARE AND DO NOT ACCEPT THE TERMS AND CONDITIONS CONTAINED IN THIS LICENCE YOU MUST IMMEDIATELY RETURN THE KEY DIRECTLY TO THE LICENSOR AND DESTROY ALL RECORDS OF THE KEY AND DELETE ANY EVALUATION COPIES OF THE SOFTWARE IN YOUR POSSESSION. ON INFORMING THE LICENSOR IN WRITING THAT YOU HAVE DONE SO YOU WILL BE ELEGIBLE FOR REFUND OF THE PRICE PAID FOR THE KEY. SUCH A REQUEST MUST BE RECEIVED BY THE LICENSOR WITHIN FOURTEEN DAYS OF YOUR PURCHASE.
Copyright (c) 2000, 2001 Mailgate Limited. All Rights Reserved.
CUSTOMER SOFTWARE LICENCE AGREEMENT for MailGate (c)
Mailgate Limited (the "Licensor"), being a limited company registered in England No. 3646872, is authorised to licence MailGate software and any extension modules thereto ("the Software"), and upon installation you (the "Licensee") accept a non-exclusive, non-transferable Licence to "Use" (as hereinafter defined) the Software on a single computer upon the terms and subject to the conditions contained herein.
Except in respect of evaluation copies, Licensed Use of the Software is effected with a digital licence Key ('Key') supplied by the Licensor or its agents. The Key permits the Software to be used by a pre-determined number of Users.
This Licence entitles the Licensee to:
(a) load and install the Software on one computer; and
(b) use the Software in accordance with the provisions of this Licence.
1. Use of the Software
Prior to the purchase of a Key, the Software may be Used for evaluation purposes only for the first 30 days after installation. Thereafter, no further Use is permitted unless and until a Key is purchased
After the purchase of a Key, the Software may be used to manage no more than the number of POP mailboxes and concurrently to connect to the Internet the number of computers specified in or governed by the Key.
For the purposes of this Licence "Use" shall mean and include:
(a) the utilisation of the Software by copying, transmitting or loading into temporary or permanent memory of a single computer which is under your control; and
(b) making up to two copies of the Software for backup and archival purposes provided that the original and the copy are kept in the Licensee's possession and that the installation and use of the Software does not exceed that allowed by this Licence.
2. Licensee's Undertakings
A. The Licensee undertakes not to perform any of the acts referred to in this sub-clause except to the extent and only to the extent permitted by the applicable law to the Licensee as a lawful user (i.e. a party with a right to use) of the Software and only then for the specific limited purpose stated in such applicable law or hereunder.
The Licensee undertakes:
(a) not to copy the Software (other than for normal system operation and as specified in Clause 1 above) nor otherwise reproduce the same Provided that the Licensee may copy the Software for back-up purposes as expressly permitted by this licence or by law;
(b) not to sell, sub-licence, assign, rent, lease or transfer this Licence or the Software;
(c) not to create derivative works based upon the Software;
(d) not to incorporate, combine or merge the Software into any other software UNLESS the Licensee agrees to respect and not to remove or conceal from view any copyright, trademark or confidentiality notices appearing on the Software or Documentation and to reproduce any such copyright, trademark or confidentiality notices on all copies of the Software and documentation or any portion thereof made by Licensee as permitted hereunder and on all portions contained in or merged into other computer software products and documentation;
(e) not to translate, adapt, vary, modify the Software;
(f) not to disassemble, decompile or reverse engineer the Software, Provided however that in the case of decompilation, the Licensee may incidentally decompile the Software only if it is essential so to do in order to achieve interoperability of the Software with another software program ("Permitted Purpose") and provided the information obtained by the Licensee during such decompilation is only used for the Permitted Purpose and is not disclosed or communicated to any third party whom it is not necessary to disclose or communicate such information without the Licensor's prior written consent and is not used to create any software which is substantially similar to the expression of the Software nor used in any manner which would be restricted by copyright; and
(g) not to use the Software in connection with any High Risk Systems (as defined below)
B. The Licensee undertakes:
(a) to maintain accurate and up-to-date records of the number and location of all copies of the Software;
(b) to supervise and control Use of the Software in accordance with the terms of this Licence; and
(c) to ensure that its employees, agents and other parties who will use the Software are notified of this Licence and the terms hereof prior to such employee, agent or party using the same.
THE LICENSEE ACKNOWLEDGES THAT SOFTWARE IN GENERAL IS NOT ERROR-FREE AND AGREES THAT THE EXISTENCE OF SUCH ERRORS SHALL NOT CONSTITUTE A BREACH OF THIS LICENCE.
IN THE EVENT THAT THE LICENCEE DISCOVERS A MATERIAL ERROR WHICH SUBSTANTIALLY AFFECTS THE LICENCEE'S USE OF THE SAME AND NOTIFIES THE LICENSOR OF THE ERROR WITHIN 90 DAYS FROM THE DATE OF THE PURCHASE OF A KEY (THE "WARRANTY PERIOD") THE LICENSOR SHALL AT ITS SOLE OPTION EITHER REFUND THE PURCHASE PRICE OR USE ALL REASONABLE ENDEAVOURS TO CORRECT BY PATCH OR NEW RELEASE (AT ITS OPTION) THAT PART OF THE SOFTWARE WHICH DOES NOT SO COMPLY PROVIDED THAT SUCH NON-COMPLIANCE HAS NOT BEEN CAUSED BY ANY MODIFICATION, VARIATION OR ADDITION TO THE SOFTWARE NOT PERFORMED BY THE LICENSOR OR CAUSED BY ITS INCORRECT USE, ABUSE OR CORRUPTION OF THE SOFTWARE OR BY USE OF THE SOFTWARE WITH OTHER SOFTWARE OR ON EQUIPMENT WITH WHICH IT IS INCOMPATIBLE.
TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, THE LICENSOR DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
ALTHOUGH THE LICENSOR DOES NOT WARRANT THAT THE SOFTWARE SUPPLIED HEREUNDER SHALL BE FREE FROM ALL KNOWN VIRUSES IT HAS USED COMMERCIALLY REASONABLE EFFORTS TO CHECK FOR THE MOST COMMONLY KNOWN VIRUSES PRIOR TO PACKAGING. THE LICENCEE IS NEVERTHELESS SOLELY RESPONSIBLE FOR VIRUS SCANNING THE SOFTWARE.
THE SOFTWARE IS NOT WARRANTED TO BE FAULT-TOLERANT, AND IS NOT INTENDED FOR THE DESIGN, CONSTRUCTION, MAINTENANCE, OPERATION, CONTROL, OR ANY OTHER USE IN CONNECTION WITH HIGH RISK SYSTEMS, AND THE LICENSOR SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR PURPOSE IN CONNECTION WITH HIGH RISK SYSTEMS.
'High Risk Systems' means systems in environments requiring fail-safe performance (such as nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems), in which the failure of the software could lead directly to death, personal injury, or severe physical or environmental damage.
4. Licensor's Liability: Exclusions
THE LICENSOR SHALL NOT BE LIABLE TO THE LICENCEE OR TO ANY OTHER PARTY FOR ANY LOSS OR DAMAGE WHATSOEVER OR HOWEVER CAUSED ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH THIS LICENCE, THE SOFTWARE, ITS USE OR OTHERWISE, EXCEPT TO THE EXTENT THAT SUCH LIABILITY MAY NOT BE LAWFULLY EXCLUDED UNDER THE APPLICABLE LAW.
NOTWITHSTANDING THE GENERALITY OF THE ABOVE, THE LICENSOR EXPRESSLY EXCLUDES LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE WHICH MAY ARISE IN RESPECT OF THE SOFTWARE, ITS USE, THE SYSTEM ON WHICH IT IS INSTALLED OR IN RESPECT OF OTHER EQUIPMENT OR PROPERTY, OR FOR LOSS OF PROFIT, BUSINESS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS.
IN THE EVENT THAT ANY EXCLUSION CONTAINED IN THIS LICENCE SHALL BE HELD TO BE INVALID FOR ANY REASON AND THE LICENSOR BECOMES LIABLE FOR LOSS OR DAMAGE THAT MAY LAWFULLY BE LIMITED, SUCH LIABILITY SHALL BE LIMITED TO THE LICENCE FEE (IF ANY) PAID BY THE LICENCEE FOR THE SOFTWARE.
THE LICENSOR DOES NOT EXCLUDE LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT ONLY THAT THE SAME ARISES AS A RESULT OF THE NEGLIGENCE OF THE LICENSOR, ITS EMPLOYEES, AGENTS OR AUTHORISED REPRESENTATIVES.
5. Copyright, Patents, Trade Marks and Other Intellectual Property Rights
The Licensee acknowledges that any and all of the copyright, trade marks, trade names, patents and other intellectual property rights subsisting in or used or in connection with the Software including all documentation and manuals relating thereto are and remain the sole property of the Licensor. The Licensee shall not during or at any time after the expiry or termination of this Licence in any way question or dispute the ownership by the Licensor.
In addition to provisions for termination as herein provided, the Licensor may by notice in writing or otherwise to the Licensee terminate this Licence if the Licensee is in breach of any term, condition or provision of this Licence or required by the applicable law and fails to remedy such breach (if capable of remedy) within 15 days of having received notice from the Licensor specifying such breach.
Upon termination, the Licensee shall pay to the Licensor all costs and expenses, including legal and other fees incurred and all arrears of fees, charges or other payments arising in respect of the Software, this Licence or otherwise and shall comply with its undertaking specified in Clause 2. above.
Termination, howsoever or whenever occasioned, shall be subject to any rights and remedies the Licensor may have under this Licence or under the applicable law.
Failure or neglect by either party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of that party's rights hereunder nor in any way affect the validity of the whole or any part of this Licence nor prejudice that party's rights to take subsequent action.
The headings of the terms and conditions herein contained are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Licence.
In the event that any of these terms and conditions or provisions shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
The parties hereby agree that the Licence concluded between them and constituted on these terms and conditions shall be construed in accordance with English Law. The place both of acceptance of this Licence and purchase of the Licence to Use the Software is held by all parties concerned to be the registered place of trading of the Licensor on the date the Licensor deems such acceptance to have occurred.