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EULA - End User License Agreement



ASCERTIA END USER DESKTOP SOFTWARE LICENSE AGREEMENT
IMPORTANT - PLEASE READ CAREFULLY:

1.0 ACCEPTANCE.
Ascertia is willing to license this software (the Software) and documentation (together the
Product) in this installation package to you as an individual or as an authorised
representative of the company or legal entity that will be using the Software only on
condition that you accept all of the terms of this license agreement. You or the company or
legal entity (referred to as the Licensee) can accept the terms of this License Agreement by
clicking on the "I accept the agreement" button below, and proceed with the installation.
To reject the terms of this License Agreement, click on the "I do not accept the agreement"
button below and exit the installation process and make no further use of the software.

BY INSTALLING AND USING THIS ASCERTIA SOFTWARE, YOU AGREE FOR YOU OR YOUR
ENTERPRISE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE
TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE ASCERTIA SOFTWARE.

Licensee and Ascertia may hereinafter be referred to as individually, a "Party", or,
together, the "Parties."

2.0 LICENSE
Evaluation Copy. If you acquired the license for the Software on an evaluation basis, you
may use the Software without charge for thirty (30) days from the day that you install the
Software. You must pay the license fee and register your copy to continue to use the
Software after the thirty (30) day evaluation period. To pay the license fee and register
your copy, you should contact an authorised sales agent, use the e-shop on
http://www.ascertia.com or email sales@ascertia.com. Registered Copy. Once the Licensee
has paid the appropriate License Fee Ascertia grants to the Licensee a non-exclusive,
non-transferable perpetual (unless earlier terminated by the Parties) License to Use (as
hereinafter defined) the Software Product in conjunction with number of systems for which
a license has been purchased and subject to the terms and conditions contained herein.
The License entitles the Licensee to:
i. Subject to ii. below, use the Software Product on any computer equipment owned or
leased by it;
ii. Use the Product strictly in accordance with Clause 3 of this License.
iii. Use the Product as may be defined within a separate sales or partner agreement.
The License shall not be deemed to extend to any material other than the Software Product.

3.0 USE OF THE PRODUCT
For the purpose of this License "Use" shall mean and include:
a. Utilising the Software for processing the Licensees own data for the Licensees own
business purposes only. The Licensee shall not permit any third party save a bona fide
Licensee or an agent of Licensee for the Licensees products to use the Product;
b. Copying the whole of the Product which is in machine readable form into a machine
readable copy for use by the Licensee only on the system for back-up provided that no more
than one such copy shall be in existence at any one time without the consent of Ascertia;
c. Storing the whole or any part of the software on the system or any other storage unit
or disk and
d. Utilising (but not copying without prior authorization from Ascertia) the documentation
in conjunction with the Software.

4.0 SOFTWARE SUPPORT, ENHANCEMENT AND OTHER SERVICES
a. Ascertia shall issue to the Licensee such minor upgrade versions of the Software as may
be developed by Ascertia whilst a Support and Maintenance Agreement is in force. Ascertia
shall only maintain the two most recent versions of the Software, i.e. the current version
and the previous version. Ascertia shall not be required to maintain any further versions
of the Software that are older than this unless a separate legacy support agreement is
enacted.
b. Warranty Support and Support and Maintenance Services are further defined in sections
7.0 and 7.1.
c. The Licensee is recommended to use the evaluation period to carry out any acceptance
tests in respect of the Software.
d. The Licensee shall give Ascertia reasonable notice of all testing to be performed by
the Licensee and shall permit Ascertias representatives to attend such testing if
Ascertia so wishes.
e. In the event of the parties failing to agree matters in respect of any Enhancement or
New Release of the Software performing in accordance with the specifications referred to,
for the purpose of this additional term, it shall be open for either party to refer such
dispute to an independent computer consultant, to be nominated in default of agreement
between Ascertia and the Licensee by the President for the time being of the British
Computer Society. Such independent computer consultant shall act as an expert and not as
an arbitrator and his decision shall be final and binding on Ascertia and the Licensee
in the absence of manifest error.

5.0 SYSTEM REQUIREMENTS
The Licensee shall run the Software on equipment that complies in all reasonable respects
with the System Requirements as specified in the Product documentation. In the event that
the system does not at any time so comply, unless previously agreed with Ascertia,
Ascertia shall not be liable to maintain or rectify any matters relating to the Software
until compliance is achieved.

6.0 LICENSEES UNDERTAKINGS
The Licensee undertakes:
a. not itself or through any Affiliate, agent or third party to modify, vary, enhance,
copy (other than for normal system operation and as specified in clause 3 above) reproduce,
translate, adapt, sell, lease, License or sub-License the Product;
b. To supervise and control use of the Product in accordance with the terms of this
License;
c. To use all reasonable efforts to ensure that any prospective Licensees of the Product
are properly notified of the terms of this License prior to using the same;
d. To reproduce and include the copyright notice of Ascertia on all and any copies,
whether in whole or in part or in any form including partial copies or modifications
made to the Product;
e. Not to provide or otherwise make available the Product in whole or in part in any form
to any person other than Ascertias employees or as specified in clause 3.0(a) above
without Ascertias prior written consent;
f. Upon termination of this License for whatever reason to return or destroy (as Ascertia
may reasonably instruct) the Product and all copies whether in whole or part, together with
all documentation relating thereto, and to furnish Ascertia with a certificate to confirm
that the same has been done and
g. Not to use the Product on a System at any other address than the Designated Address
without written notification to Ascertia.

7.0 WARRANTY SUPPORT
Ascertia and the Licensee acknowledge that software in general is not error-free and agree
that existence of such errors shall not constitute a breach of this License. A warranty
period of 90 days is provided with the software. If during this period the Licensee
discovers a material error in the software it shall notify Ascertia promptly taking all
reasonable measures to supply information necessary for Ascertia to reproduce the error,
and Ascertia shall use reasonable endeavors to remedy the error or supply a work-around
solution.

7.1 SUPPORT AND MAINTENANCE SERVICE
Support and maintenance services and access to upgraded versions of the licensed software
are available. If such services have been selected and paid for then priority support
services will be provided. If during the support and maintenance period the Licensee
discovers a material error in the software it shall notify Ascertia promptly taking all
reasonable measures to supply information necessary for Ascertia to reproduce the error,
and Ascertia shall use reasonable endeavors to remedy the error, supply a work-around
solution or issue a software patch or a new version at its sole discretion.
a. If the material error prevents any use of the Software (a "Level 1 problem"), it shall
notify Ascertia promptly taking all reasonable measures to supply information necessary for
Ascertia to reproduce the error, and Ascertia shall use reasonable endeavors to remedy the
error or supply a work-around solution as soon as operationally possible and within two
working days of the supply of adequate detailed error information.
b. If the material error does not prevent basic functioning of the Software but is
nevertheless in the parties view a serious error (a "Level 2 problem"), it shall notify
Ascertia promptly taking all reasonable measures to supply information necessary for
Ascertia to reproduce the error, and Ascertia shall use reasonable endeavors to remedy the
error or supply a work-around solution within five working days of the supply of adequate
detailed error information.
c. If the material error in the software does not prevent basic functioning of the Software
and is by agreement of the parties minor in nature (a "Level 3 problem"), it shall notify
Ascertia promptly taking all reasonable measures to supply information necessary for Ascertia
to reproduce the error, and Ascertia shall use reasonable endeavors to remedy the error or
supply a work-around solution within thirty working days of the supply of adequate detailed
error information or at its sole discretion fix the error in a future release.
d. The provisions 7.0 and 7.1 a, b and c above shall apply only where the Licensee is in
good financial standing with Ascertia. Ascertia reserves the right to refuse or withdraw
service where an accurate invoice due to Ascertia remains unpaid. The Licensee is responsible
for ensuring that the facilities and functionality provided in the Software are suitable for
their requirements. Ascertia will not be liable for any failure of the Software to provide
any facility or functionality not specified in the manual or in specifications of
enhancements that may have been supplied in whole or in part to the Licensee.
For avoidance of doubt Ascertia does not warrant the accuracy of the data supplied by third
parties that is contained within its databases.

7.2 LIABILITIES
a. Neither party shall be liable for loss or damage to tangible property arising from
negligence or wilful act of itself, its employees, agents or authorized representatives.
Subject to the foregoing, neither party shall be liable for any damage whatsoever or
howsoever caused arising directly or indirectly in connection with this License, the Product
or its use (whether as herein defined or otherwise) except to the extent that such liability
may not lawfully be excluded.
b. Notwithstanding the generality of 7.2a. above, the Parties expressly exclude liability
for indirect, special, incidental or consequential loss or damage which may arise in respect
of the Product, its use (whether as herein defined or otherwise), the System or in respect
of other equipment or property or for loss of profit business revenue goodwill or
anticipated savings.
c. The parties do not exclude liability for death or personal injury to the extent only that
the same arises as a result of the negligence of Ascertia its employees agents or authorized
representatives.
d. Except in respect of injury to or death of any person (for which no time limit applies)
the liability of either Party in respect of all events shall not exceed the License Fee paid
by the Licensee.

7.3 IPR
a. The Licensee acknowledges that any and all of the trademarks, trade names, copyrights,
patents and other intellectual property rights embodied or used in the Product as licensed to
Licensee (the "Intellectual Property Rights") shall be and remain the sole property of
Ascertia.
b. Notwithstanding the foregoing, in the event that (A) the Parties jointly develop any
product or application which contains or has associated with it the Intellectual Property
Rights, or (B) the Licensee develops any product or application which contains or has
associated with it the Intellectual Property Rights (in either case, a "Derivative Work"),
the Parties shall, prior to the creation of any such Intellectual Property Rights, agree in
writing on ownership of such Intellectual Property Rights on a case-by-case basis. However,
in the event that the Parties fail to address ownership prior to the creation of such
Derivative Work, then upon the written request of either Party, the Parties shall use best
efforts to agree upon and document their respective rights with respect to any such
Derivative Work within thirty (30) calendar days of the request. In any event, the Parties
agree that Licensee shall be entitled to, at the minimum, a perpetual license to resell, use
or distribute the Derivative Work within certain identified territories for a period of time
extending for five years after the termination of this License.
c. The Licensee shall indemnify Ascertia against all liabilities, costs and expenses which
Ascertia may incur as a result of work done in accordance with any requirements of the
Licensee that infringe any copyright, patent or other proprietary right.

7.4 INFRINGEMENT
Ascertia undertakes that it shall use all reasonable endeavors at all times to ensure that
the Product does not infringe any third party current patent, trade mark, industrial design,
copyright or other proprietary right.
a. The Licensee undertakes that Ascertia shall be given prompt notice of any claim for the
infringement of any current patent, trade mark, industrial design, copyright or other
proprietary right which is made against the Licensee arising from Licensees use of the
Product and Ascertia shall defend any such claims and make settlements thereof at its own
discretion and the Licensee shall give such assistance, as Ascertia may reasonably require to
settle or to oppose such claims.
b. In the event that such infringement occurs or may occur Ascertia will may at its sole
option and Ascertias expense:
i. procure for the Licensee the right to continue using the Product or any infringing part
thereof or:
ii. replace the Product or any part thereof to the effect that the same becomes
non-infringing or:
iii. replace the Product or any part thereof with other products to the effect that the same
becomes non-infringing or:
iv. Repay to the Licensee the whole of the License Fee as may have been paid to Ascertia or
part thereof relating to the infringing part of the Product as the Licensee requires.

In the event that remedies under clauses 7.4.b, i. - iii. above do not conform to the
functionality of the Software as set out in the Product documentation and any enhancement
specifications that apply, the Licensee may terminate the agreement forthwith and the
remedy set forth in clause 7.4.b.iv. shall then apply.

8.0 TERMINATION
a. In addition to provisions as herein provided, Ascertia may by thirty days prior notice
in writing to the Licensee terminate this License if the Licensee is in a material breach
that is not de minimis of any term, condition or provision of this License as required by law.
b. Termination, howsoever or whenever occasioned shall be subject to any rights or remedies
that the parties may have under this License or in law.

9.0 ASSIGNMENT
This License or the Product shall not be assigned or otherwise transferred either in whole or
in part without the written consent of Ascertia, such consent not to be unreasonably
withheld or delayed.

10.0 WAIVER
Failure or neglect by either party to enforce at any time any of the provisions hereof shall
not be construed or deemed to be a waiver of that partys rights hereunder nor in any way
affect the validity of the whole or any part of this License nor prejudice that partys rights
to take subsequent action.

11.0 SEVERABILITY
In the event that any of these terms and conditions or provisions shall be
determined invalid, unlawful or unenforceable to any extent such term condition or provision
shall be severed from the remaining terms conditions and provisions which shall continue to
the fullest extent permitted by law.

12.0 FORCE MAJEURE
Notwithstanding anything else in this License neither Party shall be liable for any delay or
failure in performing its obligations hereunder if such delay is caused by an act of God,
fire, war (whether declared or not) or governmental decree or regulation.
The performance of obligations so delayed shall be suspended for the duration of the
circumstances giving rise to the delay and such party shall be granted an extension of time
equal to the period of delay for performance of their obligations.
Any costs arising from such delay or failure shall be borne by the Party incurring the same.
If the delay or failure continues for more than 60 days either Party may by giving written
notice to the other terminate the agreement in which event the Licensee shall reimburse
Ascertia for actual costs incurred in respect of any work undertaken by it prior to the
commencement of the failure or delay.

13.0 JURISDICTION
This License Agreement shall be governed by the courts of and construed in accordance with
the laws of England and Wales.

CONTACT POINT
Should you have any questions concerning this license, or if you desire to contact Ascertia
for any reason, please contact Ascertia by electronic mail at: support@ascertia.com or
sales@ascertia.com



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Updated At: 2024-03-19
Publisher: Ascertia Limited
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License Type: Free Trial