iVobis Terms and Conditions

1. What this agreement is about

This agreement describes how you may use the iVobis software that came with this agreement (the software). Please make sure you are happy with all the terms in this agreement before you install the software.

2. How you indicate that you accept this agreement and when this agreement starts

This agreement starts from the date you accept it by installing the software. If you don’t accept this agreement, you should email that fact to us (salesops@ivobis.com) or your supplier within 5 days of the date you first received the software. If you are not satisfied with the software, or have any other problem with it, please email us at salesops@ivobis.com.

3. Who this agreement is between and what certain defined words mean

This agreement is between: • us, CRMSys, LLC, located at : 3952 Stacy Lane, Santa Barbara, CA, 93110 United States; and • you as representing the organisation authorised to use the software. By entering into this agreement you and we agree to be bound by and keep to it, and we agree to let you use the software and any relevant documents as described in this agreement.

4. Your rights to use the software

When you accept this agreement and pay the fees described below, we give you the right (called a license) to use the software in the way described in this agreement or as allowed by us in writing. You may not use the software in any other way.

To use the software you must pay all of the appropriate fees at the times we agreed when you bought your license. Your license is not exclusive, which means that we may grant the same and similar rights to others. You must only use the software for your legitimate business purposes and with your own information or the demonstration information (demonstration data) supplied with the software. The software which we license to you is designed for, and its intended use is to present data to you in various formats, graphically and in tables.

This license allows you to only use the ‘object code’ of the software for the purpose intended by us. No rights to decompile the ‘object code’ are given by this license, and doing so is expressly forbidden. The ‘object code’ is the set of instructions that a computer will interpret to achieve the objectives of the supplied software.

5. Company Use

You can only use the software on one web-server and for one company at the same time. In this paragraph, a ‘company’ is a single set of your own records and information containing a unique VAT or PAYE or tax or similar reference number. If you want to use the software for more than one company or more than one web-server, then you must buy additional licenses.

6. Services to others

You may not use the software to provide services to others who are not part of your business. If you want to use the software for more one company, then you must buy an additional license for each additional company.

7. Installations

You may only install and use the software on one web-server at a time. The license keys supplied to you are specific to the server, and if you need to move the software to another server, we will supply the new license keys to you for a nominal fee equal to the cost of one hour of service at our prevailing rate (currently US$225.00) providing that your Maintenance and Support Contact with us is current. If you need to install this software on more than one Web Server, then you will need to negotiate that with us for the additional licenses that you need.

8. Third-Party Technology

We are not responsible for any problem with third-party technology and will not be liable for those problems that may be caused by upgrades or modifications to your operating system, other than during the initial install. By and large it will be in our interest to be able to keep current to changes in technology, but no warranty is given that this will always occur.

9. Rights to Transfer the Software

You cannot transfer the software (including this agreement) to any other person or organisation. However, if you become insolvent, an insolvency practitioner may pass on the software as part of your business assets, providing that your Maintenance and Support Contact with us is current.

10. Technology protecting the software

The software may contain technology which checks specific information that is directly relevant to your use of the software and which is contained in your computer, as against our records to make sure that the software is being used as intended and for troubleshooting any problems. The software will not transfer to us any of your information other than the License Keys being used, and the identity of the server that it is running on. You agree that we may use this technology in the software.

11 Unauthorised use of our software

If you are not using the software as we intended, you are in breach of this agreement. Please contact us and request that we modify the agreement to suite your use. You may not use the software to help you develop your own software. For example, you must not use or copy all or any part of the software’s ‘graphical user interface’, ‘operating logic’ or ‘database structure’ for it to be part of, or to develop, any software or other product or technology.

11. Ownership of the software

Even if you have rights to use the software as intended, you do not own any of the intellectual-property rights in the software (‘intellectual-property rights’ are, in summary, the rights an owner has to say how certain things, like music, films and software may be used). We (or the owner of the software if we are not the owner) continue to own the intellectual-property rights in the software, including any software we provide to replace all or part of the software, and any copies of it you have made. The only rights you have to the software and any related materials are the license to use the software as described in paragraph 4 and any other rights you have under this agreement.

12. Technical Support

Subject to you paying the relevant fees, we will give you technical support covering problems you may have using the software. Details of the technical support are given in the relevant documents. We may stop providing technical support and/or replacement software for the software at any time, although we will give you a reasonable amount of notice if we decide to stop providing this, and our doing so will not affect your license to use the software. We also reserve the right to introduce separate software which is similar to the software or capable of being integrated with the software.

13. Our guarantees relating to the software

We guarantee that for 45 days from the date this agreement starts, the software will perform as described in the relevant document, as long as you use the software in line with the relevant documents. If during that period, you write to tell us that the software does not work in line with the relevant documents and this affects how you can use the software (and our checks find that this is the case), we will either provide replacement software to correct the problem or refund the fee you paid for the software. If we give you a refund, this agreement will immediately end.

We do not guarantee that the software will meet your needs; that there will be no interruptions in your use of the software; that you will be able to use the software in any particular way; that you will get particular outputs from the software; and the standard of the results you get from using the software.

This agreement describes all of our guarantees relating to the software. Unless this agreement says otherwise, we are not bound by any other contract terms, warranties or other type of promise. If, under any law, a particular term, warranty or other type of promise relating to the software would automatically be included in this agreement, we will only be bound by that term, warranty or promise to the extent set by law.

14. Our liability and responsibility to you if something goes wrong

Our liability (including for negligence) under this agreement will be limited to paying you an amount equal to 100% of the value of the fees you paid for the license to use the software Your and our responsibilities under this agreement are reasonable because they reflect that: we cannot control how, and for what purposes, you use the software; we have not developed the software specifically for you; and although we follow good industry practice, it is not economically possible for us to carry out all the tests necessary to make sure there are no problems with the software. You are better placed to understand the risks to your business that may occur as a result of your use of the software, particularly given the nature of how we license our software to our customers. Accordingly, we will not be responsible for any of the following, even if we knew or should have known there was a possibility you could experience the problem: • financial or similar loss of any kind, including, for example, loss of profits, business, estimated savings or goodwill, however the loss is caused; • any interruption to your business or loss of or damage to information, however that interruption, loss or damage is caused; • loss or damage which we could not have reasonably known about at the time you entered into this agreement; and • losses you suffer as a result of using the software other than as described in the relevant documents.

15. How you or we may end this agreement

You may end this agreement at any time by writing to tell us. If you do this, we will not give you a refund, and you must immediately pay all amounts you owe us by the date this agreement ends

If you or we discover that the other has done something which is not allowed by this agreement, or has not done something that must be done, the one who has discovered the situation can give the other notice that the matter must be put right within 30 days. If the matter is put right in that time, no further action will be taken. If it is not put right in that time, the person who discovered the situation can then end this agreement by giving the other written notice that this agreement will immediately end.

Within 10 working days of the agreement ending, you must uninstall the software, You must also produce a certificate, signed by one of your directors, partners or similar senior managers, to confirm that you have done so.

16. General terms

Any supplier or business partner you buy the license from does not have any authority or right to enter into any contract or provide any guarantee on our behalf. These organisations are ‘independent’ third parties (by this we mean they are not part of our business) and we are not responsible for any changes these organisations have made to the software or for anything they do or fail to do.

We own the rights in our software and any related logos. Other owners own the rights in the third-party software and their logos. By giving you the license, we do not give you ownership of any of those rights or logos, and the rights you have to use the software and the third-party software, and any related logos, are as described in this agreement and any other relevant document.

If a court or similar body decides that any wording in this agreement cannot be enforced, that decision will not affect the rest of this agreement, which will remain binding on both of us. However, if the wording that cannot be enforced could be enforced if part of it is deleted, we will both treat the relevant part of the wording as if it is deleted.

If you or we fail to, or delay in, exercising any rights under this agreement, that will not mean that those rights cannot be exercised in the future, unless this agreement has been terminated.

This agreement is the entire agreement between you and us for you using the software, and replaces all documents, information and other communications (whether spoken or written) between us for such use.

If circumstances beyond our reasonable control arise, we will not be liable for failing to meet our responsibilities in this agreement because of those circumstances, for as long as those circumstances continue. This agreement is governed by the laws of California and you and we both agree that the courts of California will be the only courts that can decide on legal disputes or claims about this agreement.