ClubMember - CONDITIONS OF USE AGREEMENT 29 Jul 2018 =========================== WARNING You should carefully read all the terms and conditions of this Agreement before continuing to use the software. This is a Conditions of Use (license) Agreement between ClubMember Ltd (hereafter called the "LICENSOR") and you (hereafter called the "LICENSEE"). The software known as ClubMember, its documentation, manuals, and all accompanying files is hereafter called the "SOFTWARE". "Data File" means the file created by the SOFTWARE, at your request, to store your data. "Club Name" means the name stored in the Club Name field in the System Preferences window of the ClubMember application. By clicking the "I agree" button, LICENSEE agrees to be bound by all the terms and conditions of this Agreement. If you do not agree to any one of the following: - the terms of the Disclaimer - the behaviour of unlicensed (unregistered) data files - the Software License Agreement you should click the "I do not agree" button. =========================== CONTENTS Ownership of software and copyright Information Copy protection Disclaimer Unlicensed data files Distribution information and restrictions Software license agreement Contact information =========================== OWNERSHIP OF SOFTWARE AND COPYRIGHT INFORMATION The ownership of any data files created by you (and their content) belongs to you. All other parts of the SOFTWARE belong to the copyright holder. ClubMember, ClubMember User Manual, ClubMember Demo Manual, and their content, are copyright © Keith Goebel 2018, and are protected by the laws of New Zealand and other countries, and international treaty provisions. All rights are reserved, Worldwide. LICENSOR has the exclusive rights to distribute and grant licenses for the SOFTWARE. =========================== COPY PROTECTION We believe in the Shareware philosophy of affordable pricing and the opportunity it provides to 'try before you buy'. With this aim in mind, the SOFTWARE is not protected against the act of copying or creating a new data file. There is a 2 month trial period before license registration is required for a new data file. The SOFTWARE is protected against continued use of a non-licensed data file beyond the trial period (see Unlicensed data files below). =========================== DISCLAIMER The LICENSOR warrants that the SOFTWARE is capable of performing the essential functions described in the documentation when used in the environment of the SOFTWARE test lab. Considerable effort has been made to eliminate errors in the SOFTWARE. However, the vast number of possible combinations of computer models, operating system versions, printer drivers, installed software and other factors means we are unable to test all combinations. Therefore, no guarantee is offered as to the accuracy, stability, or suitability for any purpose of the SOFTWARE or any of its supporting applications or files. Use them entirely at your own risk. For the complete license terms, refer to the topic "Software License Agreement" (below). =========================== UNLICENSED DATA FILES Unlicensed data files will show the words "Trial Copy" on all documents printed. If you continue to use an unlicensed data file after exceeding the free trial period, or after expiry of an issued license, it will NOT lock up but will simply prevent changes and/or additions to the data from then on. Upon expiry of an issued license, the SOFTWARE becomes unlicensed. Details on how to register, and the pricing, are shown in the 'ClubMember_Read_Me' document and on our website (www.ClubMember.co.nz). =========================== DISTRIBUTION INFORMATION AND RESTRICTIONS In all cases - all copyright, trademark and other proprietary notices which appear on or in the SOFTWARE must be left intact. - files used by the SOFTWARE must not be moved, altered or replaced except when done as part of the internal functioning of the SOFTWARE. ClubMember The SOFTWARE and its manuals are copyrighted and may not, without prior written permission, be reproduced, stored, or distributed in any form or by any means, in whole or in part, except for LICENSEE's use and always within the terms of the Software License Agreement (see below). ClubMember Installers ClubMember's installers and files may be copied freely, with the following exceptions: Shareware Sites The installers may be included on internet Shareware sites. We ask no fee, but do ask that we be notified of the site (see Contact Information below). If you charge a fee to site users/members, you must obtain written permission from us to include the installers. Shareware Disks and CDs The installers may be included on Shareware disks and CDs provided no fee is charged for their inclusion. We ask no fee, but do ask that we be notified (see Contact Information below). Pre-installed Software The installers may be pre-installed on computers/disks, provided: - no fee is charged for their inclusion, and - permission is obtained before installation. We ask no fee for this (see Contact Information below). =========================== SOFTWARE LICENSE AGREEMENT 1. Grant of license. 1.1 A license (also known as a Registration Code) is required for each Data File that has exceeded the offered trial period. If a license is issued, it is issued for a specific "Club Name" at a single site. A standard license endures for a period of twelve (12) months from the date of issue. 1.2 No additional license (registration) is required when creating extra Data Files for a "Club Name" already registered, provided the same name and address is used. Multiple sites of the same "Club Name" require separate licenses for each site. 1.3 Upon issue of a license to the LICENSEE, the LICENSOR reserves all rights not expressly granted to LICENSEE. 1.4 If LICENSOR ceases trading, a non-expiring license will be issued to LICENSEE in their license configuration, provided their license is current. 2. Ownership of Software and Data. 2.1 An express condition of this license is that LICENSEE does not have or assume title or ownership of the software in any form. The issue of a license is not a sale of any part, or copy, of the SOFTWARE. 2.2 A Licensed data file is the property of LICENSEE. 2.3 LICENSEE acknowledges that all intellectual property rights, including copyright relating to the SOFTWARE are the sole property of the copyright owner. 3. Copy restrictions. 3.1 The SOFTWARE and the accompanying written materials are subject to copyright. You may copy the SOFTWARE provided you comply with the terms in the section "Distribution Information And Restrictions" above. LICENSEE may be held legally responsible for any copyright infringement that is caused or encouraged by its failure to abide by the terms of this license. 3.2 LICENSEE is advised to make frequent use of the backup facility in SOFTWARE, and it is the responsibility of LICENSEE to see to it that adequate backups are maintained at all times. 4. Use restrictions. 4.1 LICENSEE may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the SOFTWARE. Licensee may not modify, adapt, translate or create derivative works based on the written materials without the prior written consent of LICENSOR. LICENSEE may not interfere with or bypass or attempt to bypass the methods used by the SOFTWARE to check the presence of, or validity of, a license. 5. Transfer restrictions. 5.1 The Software is licensed only to Licensee and may not be transferred to anyone without the prior written consent of Licensor. Any authorised transferee of the Software shall be bound by the terms and conditions of this license and limited warranty. In no event may Licensee transfer, assign, rent, lease, sell or otherwise dispose of the Software on a temporary or permanent basis except as expressly provided in this agreement. 6. Termination. 6.1 This license is effective until terminated. This license will terminate automatically without notice from LICENSOR if LICENSEE fails to comply with any provision of this license. The permanent removal of the SOFTWARE and its accompanying files by LICENSEE will constitute a termination. 7. Update policy. 7.1 LICENSOR will use its best endeavours to deliver two software upgrades per year. These upgrades may include fault resolution and/or addition of new or improved features. Completely new modules or features are specifically excluded from this agreement, but may be included at the discretion of LICENSOR. Installation of software upgrades are the responsibility of the LICENSEE. 7.2 LICENSEE is responsible for restoration of the previous SOFTWARE version should LICENSEE's computer environment prevent successful operation of an upgrade. 7.3 The rights to any updates remain the property of the copyright owner. 8. Limited warranty and liability. 8.1 The LICENSOR warrants that the SOFTWARE is capable of performing the essential functions described in the documentation when used in the environment of the SOFTWARE test lab. 8.2 Subject to 8.1, the SOFTWARE and accompanying written materials (including instructions for use) are provided 'as is' without warranty of any kind. LICENSOR does not warrant, guarantee or make any representations regarding the use, or the results of use, of the SOFTWARE or written materials in terms of correctness, accuracy, reliability, currentness, or otherwise. The entire risk as to the results and performance of the SOFTWARE is assumed by LICENSEE. If the Software or written materials are defective, LICENSEE assumes the entire cost of all necessary servicing, repair, or correction. 8.3 Subject to 8.1 and 8.2, no oral or written information or advice given by LICENSOR, its dealers, distributors, agents or employees shall create a warranty. The foregoing does not affect or prejudice LICENSEE's statutory rights. 9. Limitation of liability. 9.1 Neither LICENSOR nor anyone else who has been involved in the creation, production or delivery of the SOFTWARE shall be liable to LICENSEE or any third party for any loss or damage arising directly or indirectly in connection with this License, the SOFTWARE, its use, misuse or otherwise including (but without limitation) any loss of profit, business, loss of business information, revenue, goodwill or anticipated savings arising out of the use or inability to use the SOFTWARE even if LICENSOR has been advised of the possibility of such damages. This exclusion of liability applies to liability in contract, tort (negligence) and any other principle of legal liability. 9.2 In the event that any limitation or provision contained in the License is invalid for any reason and the LICENSOR becomes liable for loss or damage that would otherwise have been excluded, such liability is limited to the amount paid by LICENSEE for the current License. 10. Force Majeure. 10.1 Neither party shall be liable for any delay in performing any of its obligations in this agreement if the delay was caused by circumstances beyond the reasonable control of the party so delaying. 11. Acknowledgement. 11.1 This agreement is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this agreement. 12. Governing Law. 12.1 This agreement is governed by the laws of New Zealand. 13. Definitions. 13.1 In this agreement: "LICENSEE" means you. "LICENSOR" means ClubMember Ltd, PO Box 21-111, Henderson, Auckland 1008, New Zealand Email: sales@clubmember.co.nz "SOFTWARE" means ClubMember and itŐs accompanying files and documentation (electronic or otherwise) and any updates. "Data File" means the file created by the SOFTWARE, at your request, to store your data. "Club Name" means the name stored in the Club Name field in the System Preferences window of ClubMember. THE LICENSEE ACKNOWLEDGES TO HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT PRINTED ABOVE. =========================== CONTACT INFORMATION WEBSITE www.ClubMember.co.nz EMAIL sales@clubmember.co.nz POSTAL ClubMember Ltd PO Box 21-111 Henderson Auckland 0612 New Zealand =========================== 29 Jul 2018