End-User License Agreement for QuickMap

IMPORTANT - READ CAREFULLY: This non-exclusive Custom Software Limited End-User License Agreement ("EULA") is a legal agreement between you (either as an individual company or other legal entity together with your permitted successors and permitted assigns) and Custom Software Limited ("Custom Software") for the QuickMap product which may include associated software components, data, media, printed materials, and "online" or electronic documentation ("SOFTWARE PRODUCT"). This agreement also contains important provisions relating to your use of the topographic and cadastral data, and the liability of Custom Software and Land Information New Zealand (LINZ). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you, your permitted assigns, permitted successors or any other person claiming through you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or use the SOFTWARE PRODUCT.

If you purchased the SOFTWARE PRODUCT, you may return it to your place of purchase for a full refund if you have not already installed copied or otherwise used the SOFTWARE PRODUCT.

YOU AGREE THAT all applicable copyright laws and international copyright treaties, as well as other applicable intellectual property laws and treaties protect all Custom Software’s rights in SOFTWARE PRODUCT. The SOFTWARE PRODUCT is licensed to you, not sold.

DEFINITIONS: As used in this License Agreement, "Software’ means the computer programs either contained on the media in the package, or which you have downloaded, together with any additional QuickMap proprietary programs, updates, upgrades, revisions or modifications subsequently provided and licensed including from a Custom Software Internet Site or purchased from Custom Software by you to you. 'Software Copies' means the actual copies of all or any portion of the Software, including backups, updates, merged or partial copies permitted hereunder or subsequently licensed to you. “Data’ means the non-software information contained on the media provided with this package, or downloaded, and which is used and manipulated by the Software. "Data Copies" means the actual copies of all or any portion of the Data, including backups, updates, merged or partial copies permitted hereunder or subsequently provided to you which shall be subjects to the terms of this EULA. 'Related Materials' means all of the printed materials and whatever is in the package or downloaded, and the non-Software and non-data contained on the media supplied in the package, downloaded, or otherwise supplied by or from QuickMap for use with the Software and Data. “License" means the grant of certain limited rights to use and maintain the Software, Software Copies, Data, Data Copies and Related Materials. "Server” means a single computer system. In order to preserve and protect its rights under all applicable laws, Custom Software is not selling you ownership rights to Software or Data (owned by or licensed to Custom Software). Custom Software specifically retains its title to all QuickMap Software, Data and Related Materials, and Custom Software licensors retain title to items owned by them.

LIMITED USES PERMITTED: QuickMap Software and data may be used only by a person (and not accessed otherwise) on a single computer. QuickMap embeds the QuickMap ActiveX control, and this control cannot be embedded in any other application, unless licensed to do so by purchasing the QuickMap Developer Edition. Software and Data may be installed onto a hard disk drive. The Software, and Data may also be stored or installed on a storage device such as a network server, used only to install or access the Software, or Data on your other computers over an internal network; however, you must have acquired a license for each separate computer on which the Software, or Data is installed or accessed from the storage device. A user license for Software, or Data may not be shared or used concurrently on different computers unless a QuickMap multiple user license has been purchased from Custom Software. One backup copy may be made for each legally obtained media copy or downloaded copy you have received, provided that all Custom Software and third party licensor information including all copyright notices are maintained, and possession of the copy is retained by you in a secure location. In addition, you agree to use reasonable efforts to protect the Software and Data from all unauthorised use, reproduction, distribution or publication.

All rights not specifically granted in this License are reserved by Custom Software.

USES NOT PERMITTED: UNLESS OTHERWISE AGREED TO IN WRITING WITH CUSTOM SOFTWARE, YOU MAY NOT (1) Make derivative works including but not limited to translations, adaptations, arrangements or any other alteration (each of which would become the property of Custom Software or its licensors, as applicable) or make copies of the Software or Data, except as permitted above; (2) Make copies of the Related Materials; (3) Use any Custom Software product to translate the product of another licensor unless you have permission granted in writing; (4) Allow a greater number of users to access the Software and Data at any one time than the total number of user licenses for which you have paid; (5) Rent, lease, sublicense or lend the Software, Software Copies, Data, Data Copies, Related Materials or otherwise deal with your rights under this License or allow access to the Software for unlicensed internal users; (6) Allow third parties to access the Software and/or Data through any means to obtain reports, maps or other output (7) Alter, disassemble or reverse-engineer the Software; (8) Make any attempt to unlock or bypass any initialisation system, or system designed to control Concurrent Users or encryption techniques utilised by the Software or Data; or (9) Alter, remove or obscure any proprietary legend, copyright or trademark notice contained in or on Software, Data or Related Materials.

This License Agreement is effective from the day you open the sealed media package or download the SOFTWARE PRODUCT and continues until terminated. If you fail to comply with any provision of the License, termination is automatic, without notice from Custom Software and without the necessity for recourse to any further action or legal proceeding.

Termination can also be given effective immediately on notice by Custom Software to you at your last known place of business, on the happening of any of the following occurrences:

(a) Any monies owing to Custom Software now or at any time in the future remains unpaid.

Upon termination, you agree you must destroy the written materials, the Software, Data and all Software and Data copies. WITHOUT LIMITATION to the foregoing, Custom Software can also enforce all their other legal and equitable rights.

GENERAL: This Agreement, and the Data Terms and conditions below represents our entire understanding and agreement regarding the Software, Software Copies, Data, Data Copies and Related Materials, and supersedes any prior purchase order, communication, advertising or representation, and may only be modified in a written amendment signed by an authorised Custom Software representative or by a specific prior or subsequent written agreement between the parties. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, that provision shall be deemed severable from, and shall in no way affect the validity or enforceability of, the remaining provisions.

LIMITED WARRANTY COVERING THE PHYSICAL MEDIA AND PRINTED MATERIALS: Custom Software warrants to you, subject to the terms of the agreement including the Disclosure below, the original licensee, that the media on which the Software and/or Data is recorded are free from defects in materials and workmanship under normal use and service FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF LICENSE PURCHASE as evidenced by a copy of the receipt. Custom Software's entire liability and your exclusive remedy as to defective media or Related Material(s) shall be, at Custom Software's option, either return of the license purchase price or replacement of the media or Related Material(s). Each defective item, along with proof of license purchase and date, must be sent in a traceable manner, to:

THE SOFTWARE, DATA AND THE RELATED MATERIALS ARE PROVIDED "AS IS" EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH HEREIN, CUSTOM SOFTWARE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THE SOFTWARE, THE DATA OR THE RELATED MATERIALS, INCLUDING BY WAY OF EXAMPLE AND NOT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BY WAY OF FURTHER EXAMPLE AND NOT LIMITATION, CUSTOM SOFTWARE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE DATA OR THE RELATED MATERIALS. YOU ASSUME THE ENTIRE RISK AS TO THE USE OF THE SOFTWARE, THE DATA AND THE RELATED MATERIALS. IN NO EVENT SHALL CUSTOM SOFTWARE BE LIABLE TO YOU OR ANY OTHER PERSON, REGARDLESS OF THE CAUSE, FOR THE EFFECTIVENESS OR ACCURACY OF THE SOFTWARE, THE DATA OR THE RELATED MATERIALS, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS ARISING FROM OR OCCASIONED BY YOUR USE OF THE SOFTWARE, THE DATA OR THE RELATED MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THE FOREGOING IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE INEFFECTIVE, YOU HEREBY AGREE THAT CUSTOM SOFTWARE’S MAXIMUM LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THE SOFTWARE, THE DATA AND/OR THE RELATED MATERIALS (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE) SHALL NOT EXCEED THE LICENSE FEES PAID BY YOU WITH RESPECT TO THE SOFTWARE, DATA UNIT(S) AND/OR RELATED MATERIALS AT ISSUE. CONSUMER GUARANTEES ACT NOT APPLICABLE: You hereby acknowledge that the provision of the SOFTWARE PRODUCT under this EULA by Custom Software is a supply for "Business Purposes" in terms of Section 2 and 53 of the Consumer Guarantees Act 1993 and accordingly the provisions of that Act do not apply to the provision of the SOFTWARE PRODUCT under this EULA.

WAIVER: The waiver or failure by Custom Software to exercise any of their rights under this EULA, at law or otherwise shall not be deemed to be a waiver of any further or future right.

ACKNOWLEDGEMENT: By opening the sealed media package for the SOFTWARE PRODUCT or installing the SOFTWARE PRODUCT you acknowledge that you have read this LIMITED WARRANTY, understand it, and agree to be bound by its terms and conditions. You also agree that:

(1)	No oral or written information or advice given by Custom Software, its dealers, distributors, agents or employees shall in any way increase the scope of this Limited Warranty, and you may not rely on any such information or advice.

(2)

Unless a written governing agreement signed by you and Custom Software exists, this License Agreement, is the complete and exclusive statement of agreement of Custom Software and you, and supersedes all proposals, oral or written, and any other communications you may have had prior to purchasing your license.

(3)

Except for the price and delivery terms agreed upon by both parties, the terms and conditions of this License Agreement shall supersede those set forth in any purchase order where the purchase order conflicts or is inconsistent with or adds to the terms and conditions of this License, and those superseded purchase order terms and conditions shall be null and void.

(4)	If your organisation has purchased a multiple user License, you agree to assure that copies of this License Agreement are distributed, read and agreed to by each person using a licensed product.

GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of New Zealand, excluding its conflicts of laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods. You agree to exclusive jurisdiction of the New Zealand Courts for resolution of any dispute related to this Agreement.

Unless otherwise agreed in writing, the SOFTWARE PRODUCT provided under this EULA is licensed for one personal computer only.