(i) This Software Licence ("Agreement") sets forth the terms and conditions, obligations, responsibilities, liabilities and remedies as between (a) you ("you", "your", "Licensee") and (b) GeckoFoot Limited ("GeckoFoot") and the Suppliers in regards to your and your agents access to and use of the "Software" means the computer program with which this Agreement is included and any other programs, tools, internet-based services, components and updates or maintenance release of the Software that GeckoFoot may provide to you or make available to you after the date you obtain your initial copy of the Software, unless accompanied by separate terms
(ii) By using the Software, you confirm that you (a) have read and understood this Agreement, (b) accept and agree to be bound by its terms and conditions, (c) acknowledge that this Agreement sets forth your exclusive remedies in respect of any claims you may have related to the Software, and (d) understand that this Agreement fully sets out the obligations and limitations of liability of GeckoFoot, its licensors and the Suppliers to you, notwithstanding any other prior or contemporaneous writing (including any related packaging or advertisements), promise, understanding, or oral representations made by any party, including GeckoFoot.
(i) If you purchased a license for the Software and/or subscribed to a Service but do not agree with or consent to be bound by the terms of this Agreement, you must (a) immediately discontinue all use of the Software and any related services, materials, and documentation; (b) immediately delete from your computer the Software, and destroy any and all copies made by you (or with your permission) of any portion of the Software; and (c) within ten (10) days, return all items provided to you in connection with the Software plus "Proof of Purchase" to the address set forth in Section 12.4. "Proof of Purchase" is documentation evidencing the date and amount you paid for your Software (e.g. dated receipt, shipping invoice).
(ii) If you comply with the terms of Section 2 (i), you shall receive a full refund of any monies you paid for the Software if applicable.
(i) GeckoFoot may make available to you updates and error corrections (collectively, "updates") to the Software. As determined by GeckoFoot in its sole discretion, updates may be provided (a) electronically via the Internet and/or (b) via media (e.g. CD-ROM). You may be charged an additional fee if GeckoFoot makes updates available (y) both electronically and via media and you chose media or (z) in different media forms and you chose the form which is identified as having an additional fee. It is your obligation to install all updates within thirty (30) days of such being made available to you by GeckoFoot (or its Suppliers). It is your sole responsibility to establish and maintain adequate access to the Internet in order to receive the Software and updates. We do not provide ISP services. You are also responsible for maintaining the computer equipment necessary for your use of the Software.
(i) Single-User Licence: When you (i) purchase a single-user license for the use of the Software (as applicable) you are granted a non-exclusive, limited licence for one (1) individual to access the Software and to use the Software on a single computer. You are permitted to make one (1) backup copy of the applicable Software as an archival copy. You may also use your backup copy to replace the applicable Software in the event the Software loaded on the licensed computer is lost or is damaged and rendered unusable, however, your use of the replacement copy of the Software will be subject to the terms and conditions set forth in this Agreement. You may print one (1) copy of any online user documentation in relation to the Software.
(ii) Trial Versions. If you have signed up for a trial version of the Software, you are granted a limited non-exclusive licence to use the Software so that one (1) individual may access the Software and use the Software on a single computer located on your business premises. You may print one (1) copy of any online user documentation in relation to the Software. A trial-user licence is only valid for approximately five (5) stock locations (e.g. Bars, Stock Rooms or Line Checks) and valid only for 30 days from the day of registration. YOU UNDERSTAND THAT UPON THE EXPIRATION OF YOUR TRIAL USER LICENCE, YOU MUST PURCHASE A LICENSE FOR THE SOFTWARE TO CONTINUE TO USE THE SOFTWARE AND, IN THE ABSENCE OF WHICH, YOU MAY NOT BE ABLE TO USE/ACCESS THE SOFTWARE OR ANY DATA YOU ENTERED INTO THE SOFTWARE.
(iii) Support Subscription. After an initial 12 month support after your purchase, the Software Support may be licensed on a monthly or yearly subscription basis. Access to Software Updates, Online Support or Documentation may be denied until the support fee has been received and your contract processed. Your rights to the subscription may be terminated by GeckoFoot immediately and without notice if you fail to comply with any term or condition of this Agreement or if GeckoFoot is unable to process payments in accordance with this Agreement.
(i) You are not licensed or permitted under this Agreement to do any of the following: (a) modify, adapt, translate, rent or sublicense (including offering the Software to third parties on an applications service provider or time-sharing basis); (b) assign, loan, resell, transfer or distribute the Software, CDROM(s), or related materials or create derivative works based upon the Software or any part thereof; (c) network the Software, and (d) copy the Software in whole or part, except as expressly stated in 4,(i), 4 (ii), 4(iii), 4 (iv) or 4 (v) above, or use trade secret information contained in the Software, to develop software to interface with the Software. You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise reverse engineer the Software, except as otherwise expressly permitted by applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of GeckoFoot or its licensors on or within the Software or any copies of the Software.
(ii) Deactivation Code and Reduced Functionality Mode. GeckoFoot may embed a deactivation code in the Software, upon cancellation or termination of this Agreement or your failure to pay fees owed by you (if any) under this Agreement, will be enabled to automatically bar your access to the Software.
(iii) Genuine License Checking. GeckoFoot may check periodically through the software any on-line service that there are any detectable breaches of any of the terms of your license and may inform you of any issues and reserves the right to restrict functionality accordingly. You must be connected to the internet at least once every 30 days to check for software updates and to validate your license.
(i) Satisfaction Guarantee. In the event you determine that you are not satisfied with the Software, GeckoFoot's entire liability and your exclusive remedy shall be a full refund of the purchase price you paid for the Software (minus applicable shipping and handling fees (if any)) if within thirty (30) days of purchase you: (a) Send via registered mail to: GeckoFoot Limited, Unit 19, 136 Queenstown Road, London SW8 3RR;, all items provided to you as part of the Software, your notice of cancellation, and Proof of Purchase; (b) Delete any Software and documentation downloaded or loaded onto your computer; and (c) Destroy any and all copies made by you (or with your permission) of any portion of the Software.
(ii) Limited Warranty. GeckoFoot warrants that (a) any CD-ROM's provided to you in connection with the Software, when under normal use, shall be free from defects in material and workmanship for thirty (30) days from the date of shipment of the disk(s) to you ("Warranty Period") and (b) the Software will operate substantially as described in the related documentation for a period of thirty (30) days from purchase. Your Support Period is separate, see (iv) below. For CD-ROMS that do not operate as warranted, GeckoFoot shall, at its option, repair/replace the CD-ROM at no additional cost to you provided that you send GeckoFoot a replacement request, the defective CD-ROM, and Proof of Purchase for the Software prior to the expiration of the Warranty Period. For Software that does not operate as warranted, GeckoFoot's entire liability and your exclusive remedy shall be a refund of the purchase price you paid for the Software, pursuant to Section (i) above.
(iii) Support Period. After your initial purchase, GeckoFoot generally provides a free Support Period of twelve (12) calendar months from invoice date. This may be extended on a yearly or monthly basis for a fee and at GeckoFoot discretion. If you have an active and current support contract with GeckoFoot, GeckoFoot will make every effort to respond to and to provide fixes for any significant defects found with the software within one calendar month of the problem being adequately defined. In extreme cases that a fix is not available and the defect is serious enough to prevent your use of the software, GeckoFoot's entire liability and your exclusive remedy shall be a refund of the price you paid for the Support Contract.
(iv) If you identify a defect in a CD-ROM, after the Warranty Period, GeckoFoot may make a replacement CD-ROM available if you send to GeckoFoot: your replacement request, the defective disk(s), and a cheque made payable to "GeckoFoot Limited" in the applicable amount plus applicable tax. You can obtain the cost for replacement CD-ROM by contacting GeckoFoot as set forth in Section 12. For all orders shipped within the United Kingdom, please add all applicable sales tax as well as tax on shipping and handling based on your shipping address. Any request for the replacement of defective CD-ROM (with the items identified in this Section 6 (iii)) must be sent to GeckoFoot as set forth at Section 12.
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6 ABOVE, THE SOFTWARE, SERVICES, AND ANY CONTENT ACCESSIBLE THROUGH THE SOFTWARE OR SERVICES ARE PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GECKOFOOT, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DEALERS AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE, SERVICES, CONTENT, CDROMS AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. GECKOFOOT DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS. FURTHER, GECKOFOOT DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE SOFTWARE OR CONTINUED ACCESS TO THE TRIAL VERSION OF THE SOFTWARE OR TO THE DATA ENTERED INTO THE TRIAL VERSION OF THE SOFTWARE AFTER THE TRIAL PERIOD OF TIME IS OVER. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SOFTWARE, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
THE SOFTWARE AND ANY RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT GECKOFOOT AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. GECKOFOOT EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SOFTWARE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR BUSINESS.
All warranties or guarantees given or made by GeckoFoot with respect to the Software (a) are solely for the benefit of you as the registered user of the Software and are not transferable, and (b) shall be null and void if you breach any term or condition of this Agreement.
(i) Nothing in this Agreement shall limit or exclude GeckoFoot's liability under Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982, for fraudulent misstatement, or for death or personal injury caused by its negligence.
(ii) EXCEPT AS PROVIDED IN (i) ABOVE, THE ENTIRE CUMULATIVE LIABILITY OF GECKOFOOT AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE AND, IF SUCH LIABILITY ARISES FROM OR RELATES TO A SUBSCRIPTION TO A GECKOFOOT SERVICE, THEN SUCH LIABILITY SHALL BE LIMITED TO THE AMOUNT OF UP TO SIX (6) MONTHS OF ANY GECKOFOOT SERVICE FEES PAID BY YOU, UNLESS OTHERWISE SEPARATELY AGREED BY GECKOFOOT IN WRITING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GECKOFOOT AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, USE OF THE SOFTWARE WITH HARDWARE OR OTHER SOFTWARE THAT DOES NOT MEET GECKOFOOT'S SYSTEMS REQUIREMENTS OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF GECKOFOOT, ITS SUPPLIERS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GECKOFOOT AND YOU. GECKOFOOT WOULD NOT BE ABLE TO HAVE PROVIDED THIS SOFTWARE OR SERVICES WITHOUT SUCH LIMITATIONS.
Access to online banking, online investment statement download, and any other services available through the Internet and selected GeckoFoot products may be provided by your financial institution or other third party and not GeckoFoot ("Online Services"). Online Services shall also include services available to you in or from the Software and/or Service, often co-branded with GeckoFoot and third party brands, in which a third party is primarily responsible for making added functionality available to you. You agree not to hold GeckoFoot liable for any loss or damage of any sort incurred as a result of any such dealings with any services provided by your financial institution or other third party. GeckoFoot generally does not control the independent contractors providing Online Services, and thus such Online Services may not be available to you at all times or for extended periods of time, even if such services are indicated as being available in the Software, and/or Service, or their related documentation or packaging. In addition, all Online Services are subject to change without notice. Your access may be limited from time to time, depending on the service provided by your Internet service provider or your financial institution or other third party service provider. You may be billed for these Online Services by your financial institution or other third party, not GeckoFoot, and such financial institution or other third party may have its own service agreement which will govern the Online Services it provides. You agree to be responsible for all telephone charges associated with your Internet and Online Services usage.
GeckoFoot shall have the right to change or add to the terms of its Agreement at any time (provided that it is not GeckoFoot's intent that such change substantially affect the license rights granted to you in Section 1 and for which consideration was paid by you), and to change, delete, discontinue, or impose conditions on any feature or aspect of the Software or Services (including internet based services, pricing, technical support options, and other product-related policies) upon notice by any means GeckoFoot determines in its discretion to be reasonable, including sending you an email notification or posting information concerning any such change, addition, deletion, discontinuance or conditions in the Software or on any GeckoFoot sponsored web site, including www.barstock.GeckoFoot.com. To ensure that you receive notices timely, you agree that it is your sole responsibility to promptly notify GeckoFoot of any change to your contact and/or registration information. Unless stated otherwise in this Agreement, the effective date of a modification to this Agreement shall be as specified in the applicable notification but, in no event, shall it be less than thirty (30) days from the date the notice was first made accessible to you online or e-mail,. You agree that it is your sole responsibility to routinely visit this web page for such notifications and to ascertain how any modifications of this Agreement may impact your use of the Software and/or Services. The most current version of this Agreement will be accessible online at www.barstock.GeckoFoot.com/licenseagreement. If you do not accept the modifications to the Agreement or an applicable price change, you may discontinue all use of the Software and/or Services (as applicable). Your continued use of the Software and/or Services (if any) will constitute acceptance of the modifications or price change.
You agree that GeckoFoot may use your contact and/or activation information (if any) that you provided to GeckoFoot, to provide you with notices regarding this Agreement, the Software and/or Service. You consent to receive communications from GeckoFoot in any form of media and you agree that all agreements, notices, disclosures and other communications that GeckoFoot provides to you satisfy any legal requirements that such communications be in writing. To ensure that you receive notices timely, you agree that it is your sole responsibility to promptly notify GeckoFoot of any change to your contact and/or registration information. In the event you choose not to receive any communications from GeckoFoot please go to www.geckofoot.com/privacy and contact us.
Any notification to be provided by you to GeckoFoot under this Agreement must be made by one of the following means:
(i) E-mail: sales@GeckoFoot.com;
(ii) Post: GeckoFoot Limited, Unit 19, 136 Queenstown Road, London SW8 3RR; or Fax: 0207 501 4074.
This Agreement may be terminated by GeckoFoot immediately and without notice if you fail to comply with any term or condition of this Agreement or if you undergo an insolvency event (unless for the purpose of a solvent corporate reconstruction). GeckoFoot may also terminate this Agreement and your rights to the Software and/or Services at any time by providing you with no less than ninety (90) days notice in the manner set forth in Section 10. Upon termination, you must immediately return to GeckoFoot the Software and all other materials provided to you under this Agreement, as well as destroy any complete and partial copies of the Software, including all backup copies and all other materials provided as part of the Software and/or Service. Any termination under this Section 13 will result in the automatic termination of your subscription to the Service (if applicable) without refund.
In the event of a conflict between this Agreement and any other licence agreement included other documentation in connection with the initial shipment of Software to you, the terms and conditions of this Agreement shall control. This Agreement does not limit any rights that GeckoFoot may have under trade secret, copyright, patent, trademark or other laws. Your breach of this Agreement may subject you to civil and criminal liability. The Suppliers are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on GeckoFoot, unless such modifications are in writing and signed by an officer of GeckoFoot. Accordingly, such additional statements by Suppliers are not binding on GeckoFoot and you should not rely upon such statements. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. The validity and performance of this Agreement shall be governed by the laws of England and Wales (without reference to choice of law principles), and you agree to submit to the non-exclusive jurisdiction of the English courts with respect to any dispute arising under this Agreement. Notwithstanding the foregoing, copyright and trademark matters related to this Agreement, the Software and/or the Services may be covered by international treaties. To the maximum extent permitted by applicable laws, Licensor accepts no responsibility for acts or omissions beyond its reasonable control. This Agreement shall be construed as to its fair meaning and not strictly for or against either party. The provisions of Section 1, 5, 9, 10, 12, 13, 14, 15, 16 and 17 shall survive termination of this Agreement for whatever cause.
You acknowledge and agree that the Software is subject to restrictions and Administration Act and Export Administration Regulations (collectively, the "Acts") and may be subject to the export laws of other countries. You agree and certify that neither the Software nor any part or direct product thereof is being or will be acquired, shipped, transferred or exported, directly or indirectly, outside the United Kingdom, the United States and/or the country in which the Software was provided to you by GeckoFoot or an authorized distributor/reseller of the Software, or is being or will be used for any purpose prohibited by the Acts; provided, however, that any person may travel to countries not prohibited by the Acts for a period of three (3) months with the Software when it is installed on their personal computer and not otherwise used or transferred in violation of the Acts.
For details about GeckoFoot's privacy policies, please refer to the Privacy Statement contained either in the Software, at www.geckofoot.com/privacy, or the privacy policy link on the GeckoFoot website relating to the Software product you purchased. You agree to be bound by the applicable GeckoFoot privacy policy, as it may be amended from time to time in accordance with its terms.
GeckoFoot, the GeckoFoot logo, BarStock and it’s logo are trademarks or service marks of GeckoFoot Limited.
Any other product names, marks, symbols, trade names, company names and/or logos which appear within this product are the property of their respective owners and appear through the courtesy of such owners. Such marks are protected by English laws on trademark and unfair competition and may also be registered in the United Kingdom, Office of Harmonisation of the Internal Market, and/or in the U.S. Patent and Trademark Office.
Copyright 2009 GeckoFoot Limited. All rights reserved.