HomeGenie 1.2

EULA - End User License Agreement

HomeGenie End User License Agreement

IMPORTANT READ CAREFULLY: This End User License Agreement ("Agreement") is a legal and binding agreement between you (either an individual or a single entity) ("You" or "Your") and HomeGenie ("HomeGenie") for the software product HomeGenie, You are about to download (or otherwise install) and the associated proprietary media, printed materials, any associated documentation (including any electronic documentation), and also any updates or modifications of the foregoing provided by HomeGenie or its licensees or agents to You (collectively "Software").
WHEN YOU CLICK ON THE "I ACCEPT" BUTTON OR WHEN YOU OTHERWISE INSTALL OR USE ANY PART OF THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO (OR CANNOT COMPLY WITH) ALL OF THE TERMS OF THIS AGREEMENT, (1) CLICK THE "I DO NOT ACCEPT" BUTTON, AND YOU WILL NOT BE AUTHORIZED TO USE OR HAVE ANY LICENSE TO USE ANY PART OF THE SOFTWARE AND (2) RETURN THE UNUSED SOFTWARE (INCLUDING ALL RELATED MANUALS AND DOCUMENTATION) AND THE PROOF OF PAYMENT TO THE PLACE YOU OBTAINED THEM FOR A FULL REFUND WITHIN 30 DAYS OF ACQUIRING THE SOFTWARE. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF HomeGenie SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY. IF THESE TERMS ARE CONSIDERED AN OFFER BY HomeGenie, YOUR ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

Under this Agreement, You are obtaining one of the following three types of licenses: (1) a "Trial License" which will allow you to use the Software free of charge, for a limited period of time designated by HomeGenie for evaluation purposes only; (2) a "Single-User License" which will allow you to use one copy of the Software for Your personal use; or (3) a "Volume License" which is a license granted when You have purchased multiple seats to the Software and which will allow you to use the Software on multiple computers at once.

1. License.

(a) Trial License. If You are purchasing a Trial License, subject to Your compliance with the terms and conditions of this Agreement, HomeGenie hereby grants to You a limited, personal, non-sub licensable, non-transferable, non-exclusive license to:

(i) use one copy of the Software to evaluate the Software and only for Your personal, non-commercial use on a single computer system and only in accordance with the accompanying end user documentation; and
(ii) make one copy of the Software in machine readable form solely for archival back-up purposes, provided You reproduce HomeGenies copyright proprietary legends in any such copy.

(b) Single User License. If You are purchasing a Single-User License, subject to Your compliance with the terms and conditions of this Agreement, HomeGenie hereby grants to You a limited, personal, non-sub licensable, non-transferable, non-exclusive license to:

(i) use one copy of the Software only for Your personal, non-commercial use on a single computer system and only in accordance with the accompanying end user documentation; and
(ii) make one copy of the Software in machine readable form solely for archival back-up purposes, provided You reproduce HomeGenies copyright proprietary legends in any such copy.

(c) Volume License. If You are purchasing a Volume License from HomeGenie or one of its authorized distributors, subject to Your compliance with the terms and conditions of this Agreement, HomeGenie hereby grants to You a limited, personal, non-sub licensable, non-transferable, non-exclusive license to:
(i) install the object code of the Software on computers owned or controlled by You only for Your business purposes, provided that the number of computers that the Software may be installed on shall never exceed the number of seats of the Software You have purchased from HomeGenie or its distributors; and
(ii) use the Software in accordance with the relevant end user documentation.

2. License Restrictions.

(a) General Restrictions. You shall not (nor shall You permit anyone else to) directly or indirectly:

(i) copy (except as expressly set forth above), modify, or distribute the Software or any portion thereof;
(ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of the Software or any portion thereof (except where the foregoing is permitted by applicable local law, and then only to the extent so permitted);
(iii) rent, lease, or use the Software or any portion thereof for timesharing or service bureau purposes, or otherwise use or allow the use of the Software or any portion thereof for any commercial purpose or on behalf of any third party;
(iv) remove or obscure any proprietary notices on the Software;
(v) post or otherwise make available the Software, or any portion thereof, in any form, on the Internet or the World Wide Web;
(vi) distribute copies of the Software to others (electronically or otherwise);
(vii) use a previous version of the Software after you receive a new version and are asked to discontinue using the previous version;
(viii) Export or re-export the Software in violation of any laws or regulations; or
(ix) Make any single copy of the Software available for use by multiple users over any network or from any remote workstation or terminal. Each single computer on which Software is installed and used shall be primarily available to only a single user. You are responsible for all fees and costs associated with the copying and installation of the Software. As a specific condition of this license, You agree to use the Software in compliance with all applicable laws, including without limitation copyright laws, and that You will not copy, transmit, perform or distribute any audio, video or other content using the Software without obtaining all necessary licenses or permissions from the owner of the content.

(b) Restrictions limited to Volume License. If you are purchasing a Volume License:

(i) if the Software is moved from one single computer to another computer owned or controlled by You, You must destroy the copy on the first computer, unless the number of Seats purchased allows for the addition of another copy; and
(ii) You may not install the Software on any computer not owned or controlled by You.

3. Proprietary Rights.

HomeGenie and its licensors shall own and retain all right, title, and (except as expressly licensed hereunder) interest in and to the Software, all copies or portions thereof, and any derivative works thereof (by whomever created). The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Notwithstanding anything else, the Software is licensed and not sold. All rights in the Software not specifically granted in this Agreement are reserved by HomeGenie and its licensors.

4. Confidentiality.

You agree to maintain the Software and any data or databases contained therein in confidence and that You will not disclose the Software to any third party without the express written consent of HomeGenie. You may not use the Software except as set forth herein. You further agree to take all reasonable precautions to preclude access of unauthorized persons to the Software.

5. Term and Termination.

This license is effective until terminated hereunder; provided, however, that if you are only permitted to use the Software on a trial basis, this license is only effective for the trial period specified by HomeGenie.
You may terminate the license at any time by destroying the Software (including the related documentation) together with all copies or modifications in any form. HomeGenie will have the right to terminate the license granted herein immediately if You fail to comply with any term or condition of this Agreement. The license granted to You herein will terminate automatically upon any breach of Section 2. Upon termination of this Agreement for any reason, You shall immediately stop using the Software and shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Software. Sections 2 and 4 through 16 shall survive any termination of this Agreement.

6. Limited Warranty.

Except if You are purchasing a Trial License, for a period of thirty (30) days from the date You purchase the Software (the "Warranty Period"), HomeGenie and its licensors warrant only that the Software will perform substantially in accordance with the specifications stated for the Software in the accompanying written end-user documentation. THIS WARRANTY SHALL NOT APPLY TO ANY SOFTWARE WHICH HAS BEEN ABUSED, MISUSED, DAMAGED IN TRANSPORT, ALTERED, NEGLECTED, OR SUBJECTED TO UNAUTHORIZED REPAIR OR INSTALLATION, AS REASONABLY DETERMINED BY HomeGenie.
THE FOREGOING LIMITED WARRANTY SHALL NOT APPLY IF YOU ARE PURCHASING A TRIAL LICENSE. NOTWITHSTANDING ANYTHING ELSE HEREIN, THE ENTIRE LIABILITY OF HomeGenie AND ITS LICENSORS, AND YOUR EXCLUSIVE REMEDY FOR A BREACH OF THE FORGOING WARRANTY, SHALL BE, AT HomeGenieS OPTION AND EXPENSE:
(A) REPAIR OR REPLACEMENT OF THE SOFTWARE FOR SOFTWARE THAT MEETS THE WARRANTY OR
(B) A REFUND OF THE PURCHASE PRICE PAID BY YOU FOR THE SOFTWARE AMORTIZED OVER A ONE (1) YEAR PERIOD, IN BOTH CASES WHERE THE SOFTWARE IS RETURNED TO HomeGenie ACCORDING TO THE CLAIM PROCEDURE BELOW, WITHIN THE WARRANTY PERIOD.

7. Warranty Disclaimer.

THE LIMITED WARRANTY SET FORTH IN SECTION 7 IS THE ONLY WARRANTY PROVIDED BY HomeGenie AND DOES NOT APPLY IF YOU ARE PURCHASING A TRIAL LICENSE. EXCEPT FOR THE FOREGOING, THE SOFTWARE AND ANY SERVICES ARE PROVIDED "AS IS" AND HomeGenie MAKES NO WARRANTY OF ANY KIND WITH REGARD TO THE SOFTWARE OR ANY SERVICES PROVIDED BY HomeGenie HEREUNDER. HomeGenie EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. FURTHER, HomeGenie DOES NOT WARRANT RESULTS OF USE OR THAT THE SOFTWARE IS BUG FREE OR THAT ITS USE WILL BE UNINTERRUPTED. HomeGenie AND ITS LICENSORS DO NOT AND CANNOT WARRANT THE RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

8. Warranty Claim Procedure.

If You have purchased the Software bundled with a computer hardware product, You must return the Software to the computer hardware manufacturer within the Warranty Period. If you have purchased the Software on a stand-alone basis, then any claim under the Limited Warranty set forth above must be submitted before the end of the Warranty Period to HomeGenie, at the address listed below. Any returned Software must be insured, postage costs and any applicable shipping freights prepaid, and securely packaged. You must call HomeGenie at the appropriate number listed on http://www.home-genie.com for a Return Material Authorization Number ("RMA") before shipping any Software, and include this number, a copy of Your invoice and a description of the problem You are experiencing with the Software.

HomeGenie
Attn: Customer Service
Workspace House
28-29 Maxwell Road
Peterborough, Cambridgeshire, UK
PE2 7JE
9. Limitation of Liability.

NOTWITHSTANDING ANYTHING ELSE HEREIN, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL HomeGenie OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON (I) FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM YOUR USE OF THE SOFTWARE OR THE SERVICES PROVIDED BY HomeGenie, OR
(II) FOR ANY MATTER BEYOND HomeGenie OR ITS LICENSORS REASONABLE CONTROL. HomeGenieS AND ITS LICENSORS MAXIMUM LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO
(I) THE PURCHASE PRICE PAID BY YOU FOR THE SOFTWARE OR (II) IF YOU RECEIVED THE SOFTWARE FREE OF CHARGE ON A TRIAL BASIS, TEN POUNDS (£10.00), EXCEPT WHERE NOT PERMITTED BY APPLICABLE LAW, IN WHICH CASE HomeGenieS LIABILITY SHALL BE LIMITED TO THE MINIMUM AMOUNT PERMITTED BY SUCH APPLICABLE LAW. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF HomeGenie HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Export.

You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United Kingdom Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United Kingdom or foreign agency or authority, and You shall not export, or allow the export or re-export of the Software in violation of any such restrictions, laws or regulations. By using the Software, You agree to the foregoing and represent and warrant that You are not located in, under the control of, or a national or resident of any restricted country.

11. Indemnity.

You agree that HomeGenie shall have no liability whatsoever for any use You make of the Software. You shall indemnify and hold harmless HomeGenie from any third party claims, damages, liabilities, costs and fees (including legal fees) arising from Your use of the Software as well as from Your failure to comply with any term of this Agreement.

12. WARNING

IF YOU ARE PURCHASING A TRIAL LICENSE, THE SOFTWARE CONTAINS A ROUTINE THAT WILL CAUSE THE SOFTWARE TO CEASE PROPER FUNCTIONING AFTER A CERTAIN PERIOD OF TIME. THIS MAY OCCUR BEFORE OR AFTER EXPIRATION OR TERMINATION OF THE LICENSE, SO YOU MUST BE PREPARED FOR SUCH EVENT AT ALL TIMES AND MAY NOT RELY ON THE SOFTWARE.

13. Volume License Installation Process and Support Terms.

This Section 14 only applies to You if You are purchasing a Volume License.

a. Irrespective of the number of seats You have purchased, You should receive at least one object code copy of the Software in a cd per site (a "Boxed Copy"), a "multiple user installation license key" in order to install the Software on the number of computers for which You have purchased seats, and a printed guide to installing the Software on multiple computers.

b. Support in connection with Your purchase of a Volume License shall be provided in accordance with HomeGenies then standard support terms and conditions for volume license purchasers effective in the territory in which You use the Software.

c. If you receive any separate volume license agreements from HomeGenie, any additional terms in such agreements will apply to You and any terms of this Agreement that conflict with such separate agreements shall not apply to You.

14. General.

This Agreement and the terms of any Volume License Agreement provided to You (if any) represent the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. This Agreement may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary to make it legal and enforceable and this Agreement shall otherwise remain in full force and effect and enforceable. The failure of HomeGenie to act with respect to a breach of this Agreement by You or others does not constitute a waiver and shall not limit HomeGenies rights with respect to such breach or any subsequent breaches. This Agreement is personal to You and may not be assigned or transferred for any reason whatsoever without HomeGenies prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. HomeGenie expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. This Agreement shall be governed by and construed under UK law (without regard to its conflicts of laws provisions) as such law applies to agreements between UK residents entered into and to be performed within the UK. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the English courts in Cambridgeshire, UK; You hereby agree to service of process in accordance with the rules of such courts. The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees. Each party recognizes and agrees that the warranty disclaimers and liability and remedy limitations in this Agreement are material bargained for bases of this Agreement and that they have been taken into account and reflected in determining the consideration to be given by each party under this Agreement and in the decision by each party to enter into this Agreement. Questions concerning this Agreement should be sent to the address set forth below. Any notices or correspondences will only be effective if sent to such address.

HomeGenie
Legal Department
Workspace House
28-29 Maxwell Road
Peterborough, Cambridgeshire, UK
PE2 7JE