1           Freeware License Agreement                                           Last revised 05 June 2010

 

The terms in this Freeware License Agreement form a legal agreement between you and us.

 

You agree to, and have accepted, these terms IN FULL, if you click to confirm your acceptance of this License Agreement (where this option is provided to you), or if you otherwise access or use our Freeware in any way.

 

If you do not agree to these terms, please abstain from using our Freeware.

2           Freeware License

2.1      Terminology interpretation

a.      “Freeware”, is a license for Artefacts which were obtained free of charge from our web-site.

b.      “Artefacts”, refers to files, such as, but not limited to, templates, guides, standards, information papers, spreadsheet tools, in the format of a Microsoft Excel workbook, comprising of worksheets, formula, formatting, and VBA code, or an MS-Word file including formatting, macros and any other form of automation or formatting, or PDF or any other such files.

2.2      Usage Agreement

a.      You are free to use the Freeware within Your Organisation, but are not to on-sell it or distribute it outside Your Organisation in any way or format.

b.      If you use the Freeware in any form, you must acknowledge our work and retain all copyright statements, references to SmartMatix (and where applicable our associated legal entities) and the SmartMatix.com web-site.

c.      You are granted the right to modify and use the Artefacts as you see fit (except for the removal of the copyright statements and references to SmartMatix and its web-site), but the intellectual property & copyright of the design, functions and workings of this workbook, at all times, remains that of SmartMatix.

d.      If you do distribute the Artefacts outside Your Organisation you shall remove all macros, or provide it in a pdf format.

2.3      You SHALL NOT

a.      Sub-license or use the Freeware for commercial time-sharing, rental, outsourcing, service bureau use, or sell our Freeware or charge others for use of it (either for profit or merely to recover your media and distribution costs) whether as a stand-alone Product, or as part of a compilation or anthology.

2.4      Maintenance & Support

a.      Maintenance and support on Freeware is explicitly NOT included.

 

3           Terms applicable to the Agreement as a whole

 

The following terms and conditions apply to this Agreement as a whole. This section of the Agreement takes precedence over all other sub-sequent sections in this Agreement.

3.1      Interpretation

a.      “You”, refers to you as the buyer, user, representative of your company (legal entity), or your colleague users on whose behalf you downloaded, or use the Freeware.

b.      “SmartMatix”, “we”, “us”, refers to SmartMatix Limited, a New Zealand registered company, or any of the associated legal entities such as Smartmatix Technologies Ltd and suppliers, on whose behalf SmartMatix Ltd distributes Freeware.

c.      “Support”, refers to technical or other forms of personal assistance to resolve issues.

d.      Words in the singular include the plural and vice versa. Any examples in this Agreement to words such as "including" or similar words, are illustrative only and do not imply any limitations. Clauses and other headings are for ease of reading only and do not affect the interpretation of these terms.

3.2      Disclaimers and exclusions of Warranties

a.      You agree that our Freeware is provided to you on an "as is" and "as available" basis, and your use of them is entirely at your own risk.

b.      You agree that the Freeware is provided for business purposes only, and accordingly, the provisions of the New Zealand Consumer Guarantees Act do not apply.

c.      We do not represent or warrant that the Freeware is free of defects, that they will meet your requirements, that any Content is accurate, current, complete or reliable, or that any problems can or will be corrected.

d.      We give no warranties in relation to the Freeware. To avoid doubt, all warranties, representations and conditions in relation to the Freeware, whether express or implied, are excluded to the fullest extent permitted by law (including any warranties of fitness for purpose, merchantability, title and non-infringement).

3.3      Limitation of liability

a.      This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action.

b.      We, and our suppliers, contractors, directors, employees and agents (“Our Personnel”), will not be liable to you or any third party, for any loss or damage to your data or any content, breach of security or privacy, loss of profit, revenue, opportunity or saving, or any incidental, indirect, special or consequential loss or damage, arising out of use-, or inability to gain access to-, or use of- the Freeware, or out of any breach of any warranty.

3.4      Indemnity

a.      You fully indemnify us from and against all claims, damages, losses, liabilities and costs arising from or related to your use of our Freeware, or any breach of the terms in this Agreement by you.

3.5      Termination

a.      So long as you comply with the terms in this Agreement, we grant you a non-exclusive and non-transferable right to access and use the Freeware as set out in this Agreement. If you fail to comply, automatically and without notice, this Agreement will terminate, access to our on-line services may be denied, and you must cease the use the Freeware.

b.      Copyright, trademarks, patents and ownership rights clauses survive termination of this Agreement.

3.6      Governing law

a.      This Agreement is governed by the laws of New Zealand and by agreeing you agree to submit to the exclusive jurisdiction of the New Zealand courts only under all circumstances.

b.      By accepting this Agreement you explicitly agree to the Governing law of this Agreement

c.      If any provision of this Agreement is invalid or unenforceable, the remaining provisions of this Agreement will not be affected and will continue in full force.

d.      No waiver of any breach of this Agreement will be deemed to be a waiver of any other or any subsequent breach. 

e.      The failure of any party to enforce any provision of this Agreement will not be interpreted as a waiver of the provision.

f.       Any delay or failure by us to exercise any right does not prevent us from exercising that right, or any other right, on that, or any other occasion.

3.7      General terms

a.      These terms constitute the entire Agreement and understanding between you and us in respect to its subject matter, and replaces all previous Agreements, understandings and representations relating to that subject matter and any additional or different terms that you may provide to us (including on any purchase orders).

b.      SmartMatix reserves the right, at its sole discretion, to change these terms and conditions without notice, and at any time may change this Agreement. Such changes shall be effective immediately upon the posting of the revised Agreement at this web-site.

c.      You agree and continue to agree to use our Freeware in a manner consistent with all applicable laws and regulations, and in accordance with the to the “Terms of Use” and “Copyright” statements available from the SmartMatix web-site (footer links on each page).

d.      If any provision of these terms is held to be illegal, invalid or unenforceable it shall be deemed to be deleted from these terms without affecting the legality, validity or enforceability of the remaining provisions.

e.      This Products and Services are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

f.       This Agreement applies to any of the legal entities such as Smartmatix Technologies Ltd, on whose behalf SmartMatix Ltd sells and distributes products and services, in the same way as it does to SmartMatix.

g.      You may not subcontract, transfer or assign any of your rights or obligations under these terms with our prior written consent. We may subcontract, transfer or assign all or any part of our rights or obligations under these terms.

h.      You shall not claim any sponsorship by, endorsement by, or affiliation with our company.

 

 

End of the SmartMatix Freeware License Agreement in full.