GORDANO LIMITED SOFTWARE LICENCE AGREEMENT
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WARNING: YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS SOFTWARE PACKAGE. INSTALLING THE SOFTWARE ONTO YOUR COMPUTER INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.  IF YOU DO NOT WISH TO ACCEPT ALL OF THESE TERMS, YOU SHOULD STOP INSTALLING THIS SOFTWARE NOW AND DESTROY ALL COPIES OF THE SOFTWARE AND ALL MANUALS AND OTHER DOCUMENTS SUPPLIED WITH IT.

1 DEFINITIONS
"Company" means the licensee of the Software.
"Gordano" means Gordano Limited.
"Documentation" means any documentation or manuals provided with the Software or provided on a storage media containing this text.
"Key" means the activation key.
"Software" means the software computer program, Key and Documentation contained in this package.
"Trial Period" means the period of 28 days from installation of the Software.

2 GRANT OF LICENCE
2.1 Gordano grants to the Company a non-exclusive, non-transferable licence to use the Software for its own internal purposes under the terms of this Agreement for the Trial Period and thereafter if a key is purchased from Gordano or its authorised representatives.  For the avoidance of doubt, operating the Software outside the Trial Period or without a Key from Gordano (or its representatives) constitutes unlicensed use of the Software.
2.2 This licence agreement becomes effective upon installing the Software.
2.3 On expiry of the Trial Period and on payment of the fee, the Company will be sent the Key which will activate the Software.
2.4 The Company may use the Software on one, single computer, or any replacement for that computer; a separate license is required for any other computer.
2.5 The Company may make one copy of the Software, strictly for backup or archive purposes only.

3 OWNERSHIP OF THE SOFTWARE
3.1 Gordano owns all title and proprietary rights to the Software and all copies thereof and all rights therein, including without limitation all copyright, patents, know-how, trade secrets, trade marks or names and database rights.  All such rights shall remain vested in Gordano.
3.2 The Company undertakes and agrees as follows: 
(a) it may NOT make or permit others to make any copies of the Software except for one backup copy. 
(b) it may NOT reverse engineer, disassemble, decompile the Software or attempt to reconstruct, identify or discover any source code except as expressly permissible by law. 
(c) it may NOT modify, adapt or translate the Software or incorporate the Software, in whole or in part in any other product or software or permit others to do so without express, written consent of Gordano.
(d) it may NOT disclose, provide or otherwise make available in any form the Software or any portion thereof, to any third party other than its employees without the prior written consent of Gordano.
(e) it may NOT remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Software and the Company agrees to diligently reproduce all copyright notice(s) and other proprietary notices of Gordano on any authorised copy of the Software.
(f) it may NOT assign, sell, licence, sub-licence, rent, lease or otherwise redistribute the Software to any third party without the written permission of Gordano.
(g) it may NOT use the Documentation for any purpose other than to support its use of the Software. 
(h) it accepts that from time to time, the Software will send a message containing details of the key or keys installed to Gordano and it agrees not to interfere with the delivery of this message. 
(i) its accepts, that Gordano may receive error messages from the Software installed on the Company's system in the event that the Software fails for some reason (and that the Company has the option to turn this off)
(j) It agrees to stop using all previous version of the Software immediately following an upgrade.
3.3 The provisions of clauses 3, 4, 6, and 7 shall survive termination of this Agreement. 

4 CONFIDENTIALITY
4.1 The Company undertakes to treat as confidential and keep secret all information contained or embodied in the Software and Documentation supplied by Gordano.

5 ANTI-VIRUS
5.1 Gordano does not warrant that the Software is free from all known viruses and the Company shall assume responsibility to take appropriate steps to ensure that the Software is virus free and that the running of the Software will not damage or interfere with the computer system on which the Software is used or any data or software which may be used or stored on its computer system.
5.2 The Company accepts that Anti-virus is provided by a third party and not Gordano.  This Anti-virus licence is set out below and if the Company opts to licence the Plan then it does so directly with the third party provider.
6  WARRANTY  AND DISCLAIMER
6.1 The Company acknowledges that software in general is not error free and agrees that the existence of such errors shall not constitute a breach of this Agreement.
6.2 The Company further acknowledges that the Software has not been developed to meet its specific individual requirements and that it is the Company's responsibility to ensure that any use of the Software or the information contained on it is suitable for its specific individual requirements. 
6.3 THIS SOFTWARE IS PROVIDED 'AS IS'.  GORDANO WARRANTS THAT THE SOFTWARE WILL SUBSTANTIALLY COMPLY WITH THE SPECIFICATIONS SET OUT IN THE DOCUMENTATION.  EXCEPT AS STATED HEREIN AND TO THE EXTENT PERMITTED BY LAW THE  SOFTWARE IS PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  GORDANO DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET THE COMPANY'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
6.4 Gordano does not represent or warrant that the Software furnished hereunder is free of infringement of any third party patents, copyrights or trade secrets.  The Company waives any right to indemnification or other relief from Gordano should the Software be found to be defective or to infringe any right of any third party.  
6.5 Nothing in this Agreement shall exclude or limit the liability of Gordano for death or personal injury caused by its negligence or for any other liability which cannot by law be excluded.
GORDANOS SOLE LIABILITY TO THE COMPANY FOR ANY CLAIM, DEMAND OR CAUSE OR ACTION WHATSOEVER, AND REGARDLESS OF FORM OF ACTION, WHETHER IN CONTRACT OR TORT, SHALL BE LIMITED TO REPLACEMENT OF THE PRODUCT OR REFUND THE LICENCE FEE PAID FOR THE SOFTWARE.  IN NO EVENT SHALL GORDANO BE LIABLE TO THE COMPANY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED SAVINGS, LOSS OF REVENUES OR ECONOMIC LOSS OF ANY KIND.

7 LIMIT OF LIABILITY
7.1 In the event that any exclusion or limitation in clause 6 above is held to be invalid for any reason and Gordano becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the sum equivalent to a multiple of 3 (three) times the total annual fee paid by the Company to Gordano for the licence of the Software. 

8 TERMINATION OF LICENCE 
8.1 Save in the event of any unlicensed use of the Software when the terms of this Agreement shall remain in full force and effect, the Company may terminate this Agreement, at any time, by destroying or returning all copies of the Software.  
8.2 Gordano may terminate this Agreement by written notice to the Company if it is in default of any terms or conditions of this Agreement or if you enter into any form of insolvency including without limitation liquidation, receivership, voluntary arrangement, administration or are unable to pay its debts as they fall due.  
8.3 On termination of this Agreement the Company agrees to destroy all copies of the Software in any form in its possession or control and if requested by Gordano certify in writing that such action has been taken.  The Company shall not be entitled to any refund of any monies or other consideration paid by it.

9 SUPPORT 
9.1 Gordano shall provide support for the first 28 days from your first contact with Gordano or its representatives  First contact means the Company's representative's first telephone call to Gordano, registration on the Gordano website, or installation of the trial software from our website, whichever is the earlier.
9.2 On expiry of this 28 days the Company shall have the option of purchasing annual support services from Gordano under the terms of the Support Licence set out below.

10 MAINTENANCE
10.1 Gordano shall provide free maintenance services for the first year of the licence of the Software commencing on the expiry of the Trial Period and on the Company's receipt of the Key.  Thereafter, the Company shall have the option of purchasing annual maintenance services from Gordano.
10.2 Maintenance services shall comprise of the provision of new versions of the Software only, and no other maintenance services or assistance are included.

11 GENERAL 
11.1 If any provision of this Agreement is determined to be invalid or unenforceable, by any court of competent  jurisdiction it shall be deemed to be omitted and the remaining provisions shall continue in full force and effect.
11.2 Gordanos waiver of any right shall not constitute a waiver of that right in the future. 
11.3 This Agreement shall be governed and construed in accordance with the laws of England and both parties submit to the exclusive jurisdiction of the English courts, save in respect of enforcement where the jurisdiction shall be non-exclusive.  
11.4 This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and all prior agreements, representations, statements and undertakings, oral or written, are hereby expressly superseded and cancelled.  
11.5 All notices under this Agreement shall be in writing and shall be given by registered or certified mail to the following address: Gordano Ltd, PO Box 79, Clevedon, North Somerset, BS21 6ZG, UK.

 2003.  Gordano Limited.  All rights reserved. 


GORDANO LIMITED SUPPORT AGREEMENT
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WARNING:  YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. BY REGISTERING FOR SUPPORT SERVICES TO BE PROVIDED BY GORDANO YOU ARE ACCEPTING THESE  TERMS AND CONDITIONS.  IF YOU DO NOT WISH TO ACCEPT ALL OF THESE TERMS YOU SHOULD IMMEDIATELY NOTIFY GORDANO AND ANY SUPPORT FEE YOU MAY HAVE PAID WILL BE REFUNDED FOR THE OUTSTANDING CONTRACT TERM.

1 DEFINITIONS
"Business Days" means weekdays excluding weekends, and UK Bank and Public Holidays and Gordano's annual training day.
"Company" means the licensee of the Software.
"Gordano" means Gordano Limited.
"Key" means the activation key for the Software or Support Service.
"Software" means the software computer program and documentation licensed to the Company from Gordano.
"Software Licence" means the software licence granting the Company a non-exclusive, non-transferable licence of the Software.
"Support Fee" means the fees payable for the support services to be provided under this Agreement, which shall be in accordance with Gordano's current price list as amended from time to time.
"Support Service" means the support services provided by Gordano to the Software detailed in clause 2 of this Agreement.

2 GRANT
2.1 This Agreement is for the provision of Gordano's Support Service in respect of the current version of the Software for the term of one year commencing from the date of receipt of the Key to activate the Support Service or any anniversary thereof.
2.2 If further products are licensed from Gordano during the lifetime of this Agreement a "top-up" fee will be added to extend this Support Agreement to cover the additional products at the time of their purchase.
2.3 This Support Agreement becomes effective on receipt of the Key.
2.4 The Company should ensure that it registers three e-mail addresses for its nominated support contracts, by entering its customer reference number and contact addresses on the Gordano website at http://www.gordano.com.  The support system on the website allows the Company to:
(a) set up its three e-mail addresses;
(b) access the log of all messages it has sent to Gordano for support requests and the response from Gordano; and
(c) set a password to prevent unauthorised access to this information.

3 SUPPORT SERVICES
3.1 Gordano shall provide the Company with the following Support Service:
(a) telephone support for the Software (currently on +44 (0)1275 340151)
(i) for 8x5 contracts between the hours of 0900 to 17:30 or 13:30 to 2200 hours GMT; or
(ii) for 24x7 contracts at any time;
on all Business Days (excluding specific days for training, etc. which will be notified to the Company in advance and in any case will not be more than 3 (three) days in any one calendar year.)
(b) email support for the Software at support@gordano.com.  Messages sent by email to Gordano will be processed, a support engineer allocated and priority assigned.  Gordano will send confirmation of these details to the email addresses registered by the Company.
3.2 All Support Services for the Software will be provided in the English language only.

4 EXCLUDED SERVICES
The Support Service supplied under this Agreement shall not include the provision of Support Service in respect of:
(a) any version of the Software which is more than 12 months after its release date; 
(b) any products or services which are not the Software, Gordano does not support domain name servers, Internet routing problems, network problems or other similar items, including without limitation, DLLs, MML, ODBC, COM, DCOM, and CDONTS;
(c) training in the use of the Software;
(d) any development services;
(e) defects or errors resulting from any modifications or enhancements of the Software made by any person other than Gordano;
(f) use of the Software other than in accordance with the documentation or operator error;
(g) virus protection or bug fixes except in exceptional circumstances as advised by Gordano, for example, when the system has been compromised by some external force and there is no available workaround; or 
(h) any act of God, fire, flood, war, act of violence or any other similar occurrence.

5 COMPANY OBLIGATIONS
5.1 The Company agrees and undertakes:
(a) to ensure that the Software is used only in accordance with the documentation or advice from Gordano, by competent trained employees only or by persons under their supervision;
(b) not to alter or modify the Software in any way whatever nor permit the Software to be combined with any other programs to form a combined work;
(c) not to request, permit or authorise anyone other than Gordano to provide any support services in respect of the Software;
(d) to co-operate fully with Gordano's personnel in the diagnosis of any error or defect in the Software;
(e) if necessary, to make available to Gordano free of charge all information facilities and services reasonably required by Gordano to enable Gordano to provide the support services;
(f) to provide such telecommunication facilities as are reasonably required by Gordano for testing and diagnostic purposes.

6 SUPPORT FEES
In consideration of the Support Services the Company shall pay the Support Fee annually in advance to Gordano.

7 TERMINATION
Gordano may terminate this Agreement by written notice to the Company if it is in default of any terms or conditions of this Agreement by written notice to the Company or if it enters into any form of insolvency including without limitation liquidation, receivership, voluntary arrangement, administration or are unable to pay its debts as they fall due.

8 LIABILITY
Gordano's sole liability to the Company for any claim, demand, cause or action whatsoever, and regardless of form of action, whether in contract or tort, including negligence, shall be limited, at Gordano's sole option, to refund of the purchase price.  In no event shall Gordano be liable for recovery of any special, indirect, incidental, or consequential damages, even if Gordano has been advised of the possibility of such damages, including but not limited to lost profits, lost savings, lost revenues or economic loss of any kind, or for any claim by any third party.

9 LIMIT OF LIABILITY
In the event that any exclusion or limitation in clause 8 above is held to be invalid for any reason and Gordano becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the sum equivalent to a multiple of three times the Support Fees paid by the Company to Gordano.

10 GENERAL
10.1 If any provision of this Agreement is determined to be invalid or unenforceable, by any court of competent  jurisdiction it shall be deemed to be omitted and the remaining provisions shall continue in full force and effect.
10.2 Gordanos waiver of any right shall not constitute a waiver of that right in the future. 
10.3 This Agreement shall be governed and construed in accordance with the laws of England and both parties submit to the exclusive jurisdiction of the English courts, save in respect of enforcement where the jurisdiction shall be non-exclusive.  
10.4 This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and all prior agreements, representations, statements and undertakings, oral or written, are hereby expressly superseded and cancelled.  
10.5 All notices in connection with this Agreement shall be in writing and shall be given by registered or certified mail to the following address: Gordano Ltd, PO Box 79, Clevedon, North Somerset, BS21 6ZG, UK.

 2003.  Gordano Limited.  All rights reserved.


LICENCE AGREEMENT COMMAND SOFTWARE SYSTEMS LTD (CSS)
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Millbank Tower, Millbank London SW1P 4QP
Tel: 020 7 931 9301,Fax: 020 7 931 9302, Internet:www.command.co.uk

THIS SOFTWARE LICENSE AGREEMENT (the Agreement), is entered into by and between Command Software Systems, (CSS), Millbank Tower, Millbank, London, SW1P & the Licensee identified above (hereinafter known as the Licensee). CSS and  Licensee hereby agree as follows:

1. DEFINITIONS
For the purpose of this Agreement, the following terms shall have the respective meanings as indicated:          
1.1 Software shall mean the machine executable computer program commonly known as Command Anti-Virus  which operates in conjunction with a version above 2.0 of the operating systems known as MS-DOS; PC-DOS;  Windows 95; Windows 98; Windows 3.x; Windows NT; Novell Netware 3.x, 4.x and 5.x.; Solaris and Linux.
1.2  User Manual shall mean the instruction manual customarily made available in pdf format with the software by CSS for download over the Internet.

2. GRANT OF LICENSE
2.1 Subject to the terms and conditions of this Agreement, CSS hereby grants to Licensee a perpetual non-  exclusive, non-transferable license (the Licensee) to reproduce and use the Software in OBJECT CODE FORM solely  for Licensees own internal processing needs, not for resale, and to use and reproduce as needed copies of the User  Manual solely for use as authorised in the USER SCHEDULE. 
The Licensee may have a mixed system consisting of the operating systems as specified in 1.1 above.

2.1.1 USER SCHEDULE:
1 License of Command Software AntiVirus for Company as above
2.2 Licensee shall not by virtue of this Agreement have the right to use, authorise the use of the Software or User  Manual for any purpose other than to fulfil the internal data processing needs of the Licensee.  Licensee specifically agrees that the license does not include, and that it has no right whatsoever to license or in any way authorise the use,  reproduction, or distribution of the Software or User Manual by any other person, firm or entity, not listed on this  agreement, and that Licensee has no right to use the Software or User Manuals on a Service Bureau or time sharing basis or otherwise. CSS shall not provide the Licensee with a copy of and Licensee acquires no rights of any kind to, any source code for the Software.
2.3 This license is available for use only on the Licensee premises and at other locations as may be notified to CSS  in writing during the period of this licence.

3. DELIVERY OF SOFTWARE
3.1 Upon execution of this Agreement by the parties CSS shall deliver to Licensee by means of electronic files downloaded over the Internet from an approved source one (1)  complete object code Master Copy of the Software and one (1) complete User Manual for the Software in pdf format.

4. LICENSE FEE
4.1 In consideration of this Agreement, Gordano has paid CSS the agreed license fee for this license.
4.2 Included in this fee is unlimited support and upgrades of CSAV for the life of this agreement from the CSS closed Bulletin Board or FTP site or by automatic update service over the Internet at the discretion of CSS or its authorised representative.

5. LIMITED WARRANTY
5.1 The Software is provided as is without warranty of any kind, either expressed or implied including, but not  limited to the implied warranted of merchantability and fitness for a particular purpose. The entire risk as to the quality  and performance of the Software is the Licensees.
5.2 CSS does not warrant that the functions contained in the software will meet the requirements of the Licensee  in that the operation of the Software will  be uninterrupted or error free.

6. CONFIDENTIALITY AND PROPRIETARY RIGHTS NOTICE
6.1 Exclusive rights to the Software shall at all times remain vested with CSS, and Licensee shall by virtue of this  Agreement, only obtain a license to use copies of the Software and User Manuals subject to the terms and conditions  hereof Licensee agrees to observe complete confidentiality with respect to the Software and User Manual; not to disclose  or permit any third party or entity access to the Software or User Manual without CSSs prior written consent (except to  partners, principals, agents and employees of the Licensee to the extent required which are not inconsistent with this   agreement) and to ensure that any partners, principals, agents and employees of the Licensee who receive access to the  Software are advised of their confidential and proprietary nature.
6.2 Notwithstanding anything to the contrary in this Agreement, CSS will indemnify and defend Licensee and  hold Licensee harmless against any claims, suits, and actions (including attorneys fees) for infringement of any  copyright, patent, or trade secret, or any proprietary right of a third party. Licensee agrees to notify CSS promptly of any such claim.

7. GOVERNING LAW
7.1 This agreement is subject to and governed by English Law.
