Licence Agreement

LICENCE FROM COMPUTER WORKS LIMITED ("CWL") FOR MailRules™ Software

Please read this Licence carefully. It sets out the terms of the relationship between You and CWL. Please note in particular the limits on permitted use and replication of the Software set out in this Licence. No-one may use the Software unless he or she first agrees to the terms of this Licence.

If you accept the terms set out in this Licence, please click on the ACCEPT button.

If you do not accept the terms set out in this Licence, please click on the REJECT.

• WHAT WE MEAN BY "YOU"

MailRules Professional/Standard/IX (Xchanger):

You are the registered holder of the e-mail address to which this Licence applies. If the registered holder of the e-mail address changes, we may terminate this Licence, but you remain responsible for performance of this Licence in any case. The new registered holder of the e-mail address is also liable for performance of this Licence, and you must ensure that the new holder is provided with a copy of this Licence. You are also responsible for all use or access to the Software through the e-mail address or the Designated Computer, whether authorised by you or not.

Other defined terms are at the end of the Licence.

• OWNERSHIP OF SOFTWARE

You acknowledge that all copyright and other proprietary rights in or relating to the Software (including the object code and the source code) and documentation is and will remain the confidential and exclusive property of CWL, and you do not by this Licence or otherwise have or acquire any ownership in the Software. You also acknowledge that MailRules™ and the Computer Works logo are trade marks of CWL.

You will immediately notify CWL OR ITS AUTHORISED RESELLER if you believe there is any infringement, or potential infringement, of any of the intellectual property in or relating to the Software or Documentation. CWL or its Authorised Reseller will take such action in respect of such infringements or potential infringements as it deems appropriate in its absolute discretion, but it will not be under an obligation to do so.

No part of the Software or Documentation may be used, copied, adapted, modified, reproduced, transmitted, sold, licensed or distributed in any form by any means except to the extent permitted in this Licence.

• LICENCE

CWL grants to you a personal non-transferable, non-exclusive limited licence to use the Software and Documentation in the ordinary course of your business operations for your own business purposes on the following conditions:

1. you may use one copy only on the Designated Computer, except that:
2. you may replace any Designated Computer with another comparable computer operated by you, provided that all copies of the Software have been permanently deleted from the replaced computer;
3. if and for as long as any Designated Computer is inoperative or inaccessible, you may temporarily use the Software on another compatible computer operated by you;
4. you may use the Software for disaster recovery testing or production purposes provided that you require your disaster recovery vendor to comply with the obligations of confidentiality and other requirements of this Licence;
5. you will ensure that CWL's copyright and confidentiality notices are included in any copies of the Software you create or use.

CWL may have patents or pending patent applications, trademarks, copyrights, or other intellectual property rights covering the Software. You are not granted any license to these patents, trademarks, copyrights, or other intellectual property rights except as expressly provided herein. CWL reserves all rights not expressly granted.

• BACKUP

You will be entitled to take one copy only of the Software and Documentation for the purposes of ongoing system backup and disaster recovery.

• USE

You shall not, and shall not permit any other person to do the following:

1. use the Software or Documentation for any purpose, or by any means or manner, not specifically authorised by this Licence;
2. make or retain any copy of the Software or Documentation except as permitted under this Licence;
3. create or recreate the source code for the Software, or re-engineer, reverse engineer, decompile or disassemble the Software;
4. modify, adapt, translate or create derivative works based on the Software or Documentation except where authorised by CWL, or combine or merge any part of the Software or Documentation with any other software or documentation not authorised by CWL
5. Send unsolicited email ("Spam"). You are solely responsible for the messages you send. In many cases sending unsolicited email is in violation of the law, and you will be solely accountable and liable for damages and violations.

CWL reserve the right to refuse technical support and/or other services if you:

1. send unsolicited email; or
2. hijack a mail server relay; or
3. distribute illegal information or materials; or
4. forge header information; or
5. put false or misleading information in the subject; or
6. fail to provide a means for unsubscribing from your lists.

• EVALUATION PERIOD AND FULL LICENCE

You may have accessed a test version of the Software for evaluation purposes. At the end of the evaluation period of 60 days, you may choose to receive the full version by completing the registration form and providing payment as set out on the registration form.

Provided you have accepted the terms of this Licence, upon receipt by CWL of the registration form and payment in full as set out in the registration form, CWL or its Authorised Reseller will provide to you by email the fully operational version of the Software.

• UPDATES AND UPGRADES

CWL or its Authorised Reseller may, at its discretion, from time to time provide error corrections and updates for the Software and the Documentation free of charge where CWL or its Authorised Reseller determines that these are necessary.

CWL or its Authorised Reseller may, at its discretion, offer You refinements, improvements and enhancements to the Software and Documentation for an additional charge, which shall be charged at CWL or its Authorised Reseller's then current rates. You authorise CWL to or its Authorised Reseller deduct payment for those which you choose to take in the same manner as set out in the registration form or other manner agreed from time to time.

• PAYMENTS AND TAXES

All payments under this Licence must be received by CWL or its Authorised Reseller without deduction. You are responsible for payment of any taxes (including non-resident withholding tax which may otherwise be payable by CWL or its Authorised Reseller on these amounts) to ensure that CWL or its Authorised Reseller receives payment in full. You must also pay any goods and services tax, or other value added or sales tax, which may be levied in respect of these amounts.

• REGISTRATION CHECKS

By agreeing to these terms, you agree to CWL or its Authorised Reseller confirming your use and licence of the Software complies with this agreement from time to time, including email checks. These checks will include your user name and email address, your business name and country, the operating system with which the Software is used.

• CONFIDENTIALITY AND INFORMATION

You will treat and will ensure that your employees, agents, and representatives and other users of the Software treat as confidential and keep secret the Software and Documentation and all other information of CWL or its Authorised Reseller which CWL or its Authorised Reseller designates as confidential. This obligation of confidentiality will remain in full force notwithstanding termination of this Licence.

During its dealings with you, CWL or its Authorised Reseller will come into possession of information, including personal information relating to you. You agree that CWL or its Authorised Reseller may use such information for marketing and other business purposes of CWL or its Authorised Reseller, and may provide the information for others who may be able to provide you with services which they believe may be relevant to you. You may ask for details of any personal information we hold, and have it corrected if it is inaccurate.

To enable CWL to provide a pro-active service to you and to provide superior support, when MailRules is installed, registered or upgraded, information will be transmitted to us.

The information we receive in this message is: Your Name; Your Company Name; Your Organisation Type; Your Country; Your Operating System; Your Email Address; MailRules Edition; Version number; Serial Number; Whether your installation is trial or registered; Which MAPI option is available to MailRules; Whether you are using MAPI; Whether you are using SMTP/POP; Whether your installation will accept Advanced Inbound rules; Whether your POP server supports optional extended commands.

This data is collected for the purposes of technical support and to maintain our customer database. No other information is transmitted to CWL by MailRules.

• ASSIGNMENT

You may not assign or transfer your rights and obligations under this Licence without the prior written consent of CWL or its Authorised Reseller.

• TERMINATION

CWL or its Authorised Reseller may at its discretion terminate this Licence if, or if CWL or its Authorised Reseller's checks establish that:

1. you are in breach or fail to observe or perform any of your obligations under this Licence, including without limitation payment requirements; or
2. you are or become bankrupt or insolvent or, where applicable, have a receiver appointed over all or any of your assets or a resolution is passed or order made for winding up or for the you to cease to carry on business.

Termination may without limitation take place by CWL or its Authorised Reseller disabling or destroying the Software, and is without prejudice to any rights which may have accrued to CWL or its Authorised Reseller prior to termination.

• CONSEQUENCES OF TERMINATION

On termination of this Licence for any reason:

1. you will immediately cease using the Software, and will Delete all copies from your systems;
2. you will immediately cease to use, and will destroy, any of CWL or its Authorised Reseller's confidential information in your possession; and
3. you will immediately pay all outstanding amounts under this Licence.Those obligations which are intended to confer ongoing valuable rights (including without limit the confidentiality, indemnity and liability provisions of this Licence) will continue and survive termination of this Licence and shall not merge or expire under any rule of law.

• INDEMNITY

You will be responsible for and indemnify CWL or its Authorised Reseller against all costs, claims, losses, damages or actions which CWL may incur or suffer as a result of your acts, omissions or neglect in connection with your use of the Software, or for which You are responsible or liable under this Licence, or for any breach by you of this Licence. This includes all costs (including all legal costs) of enforcing this Licence, and includes interest at 12% calculated on a daily basis on any amounts owing by you from the date payment was due until the date payment is actually paid.

• WARRANTY BY CWL

CWL warrants that it is authorised to grant the licence on the terms set out in this licence. ALL OTHER WARRANTIES AND REPRESENTATIONS BY CWL OR ITS AUTHORISED RESELLER, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES FOR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT ARE EXCLUDED TO THE EXTENT PERMITTED BY LAW.

• BUSINESS TO BUSINESS LICENCE

You acknowledge that the Software is business Software and that you are acquiring the Software the the purpose of a business.

• LIABILITY

THE SOFTWARE AND DOCUMENTATION ARE LICENSED TO YOU ON AN "AS IS" BASIS. EXCEPT TO THE EXTENT LIABILITY MAY NOT BY LAW BE EXCLUDED, CWL OR ITS AUTHORISED RESELLER WILL NOT BE LIABLE FOR LOSS OR DAMAGE OF ANY KIND (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, OR IN CONNECTION WITH, YOUR OR ANYONE ELSE'S USE OR POSSESSION OF THE SOFTWARE AND INCLUDING DIRECT, CONSEQUENTIAL, SPECIAL AND INDIRECT LOSS OR DAMAGE, LOSS OF INCOME, LOSS OF DATA AND LOSS OF PROFITS. IF CWL OR ITS AUTHORISED RESELLER HAS ANY LIABILITY UNDER THIS LICENCE, CWL OR ITS AUTHORISED RESELLER'S TOTAL LIABILITY FOR ALL CLAIMS (WHETHER IN CONTRACT, TORT OR OTHERWISE), WILL TO THE EXTENT PERMITTED BY LAW BE LIMITED TO THE AGGREGATE AMOUNTS ACTUALLY PAID BY YOU TO CWL OR ITS AUTHORISED RESELLER UNDER THIS LICENCE.

NO CLAIM CAN BE BROUGHT MORE THAN TWELVE MONTHS AFTER THE CLAIM AROSE OR TERMINATION OF THIS LICENCE, WHICHEVER IS THE EARLIER.

• INVALIDITY

If for any reason any of the terms of this Licence are invalid or unenforceable, the Licence shall immediately terminate.

• JURISDICTION

You are responsible, at your expense, for complying with all applicable laws and regulations of the jurisdiction(s) in which you and the Designated Computer are located. This Licence is governed by and interpreted in accordance with the laws of New Zealand (excluding conflicts of laws principles) and shall be subject to the exclusive jurisdiction of the courts of New Zealand (except that CWL or its Authorised Reseller may enforce this Licence in any relevant jurisdiction).

• GLOSSARY

"Authorised Reseller" means any party which is authorised by CWL to sell the Software.

"CWL" means Computer Works Limited, a duly incorporated company having its registered office in Auckland, New Zealand.

"Designated Computer" means the computer terminal operated by you under your relevant e-mail address.

"Documentation" means operating manuals, printed manuals, online and electronic documentation relating to the Software, user manuals, drawings, specifications and Software listings.

"Licence" means these terms and conditions relating to your licence of the Software.

"Software" means the MailRules software and any other software that is made available to download from CWL's website or on CD and includes CWL's proprietary applications software and Documentation, including updates and other revisions and modifications to that software provided by CWL or its Authorised Reseller in accordance with this Licence.

ACCEPT - you accept the Licence set out above

REJECT - you reject the Licence set out above