IMPORTANT: Do not use the inGOT software supplied by Liverton Limited that is the subject of this Licensing Agreement, or permit this software to be installed unless you accept the following terms and conditions. Liverton Limited licenses this product only on the condition that you accept all of the terms contained in this software licence agreement. In particular, this Agreement grants a Licence only to the specified organisation, and limits the liability of LIVERTON in respect of the Software. Please carefully read through the terms of this Agreement. By installing and using the Software, you agree to be bound by the terms of this Agreement.

BETWEEN Client Organisation (the Licensee), hereafter referred to as “you”, or “your”
AND Liverton Limited (the Licensor) hereafter referred to as “LIVERTON”

1 Preamble

1.1 LIVERTON has the right to license a software program and associated scripts (subsequently referred to as the “Software”), that analyses Internet traffic and agrees to do so subject to the following terms and conditions:

1.2 LIVERTON is the exclusive owner of the Software and agrees to license the Software to you to control and report on your Internet traffic recorded in the traffic logs.

1.3 The licence granted by this Agreement is for your use of the Software during the period that the applicable licence fees have been paid. The Licence also entitles you to receive and use future versions of the Software to support your control and reporting of Internet traffic.

2 The Licence

2.1 This Agreement grants you a non-exclusive, non-transferable Licence, which gives you the right to use the Software strictly in accordance with the terms of this Agreement.

2.2 This Agreement grants you a Licence to use the Software. It is NOT an agreement for the sale of the Software. LIVERTON continues to own the Software. Your rights to use the Software are specified in this Agreement, and LIVERTON retains all rights not expressly granted to you in this Agreement.

3 Licence Fee

3.1 To use the Software, you must pay all applicable licence fees specified. If you do not pay such licence fees, the Licence will lapse 31 days after the fees fall due, in which case you shall forthwith stop using the Software.

4 Documentation

4.1 The Licence extends to the Software documentation, whether in electronic or printed format. The documentation may not be copied, modified or used in any way not contemplated or expressly authorised by this Agreement.

5 Your Obligations

5.1 You shall not: (i) Copy, reproduce, translate, adapt, vary or modify the Software without the express consent of LIVERTON; (ii) disassemble, decompile or “unlock”, reverse translate, or in any manner decode the Software for any reason whatsoever; (iii) provide or otherwise make available the Software in any form to any person without the written consent of LIVERTON; (iv) rent, lend or lease the Software without the written consent of LIVERTON; (v) transfer the Software to any other person under any circumstances without the written consent of LIVERTON; (vi) attempt to bypass or circumvent any security procedures applicable to the Software; (vii) take any action that would cause injury to LIVERTON’s intellectual property rights in the Software or that would deprive LIVERTON of the licence fees to which it is entitled.

5.2 You shall maintain safe custody of the Software. You shall supervise and control the use of the Software in accordance with the terms of this Agreement. You shall ensure your employees, subcontractors or agents who have authorised access to the Software are made aware of the terms of this Agreement and comply therewith.

6 Exclusion of Liability

6.1 LIVERTON has used its best endeavours to develop a stable and reliable software product that meets the product description provided by Liverton it is sold without warranties as to its performance or reliability.

6.2 LIVERTON does not warrant that the Software is free of “bugs” errors or defects and the existence of any such errors shall not constitute a breach of this Agreement. LIVERTON shall not be responsible to you for costs or damages incurred as a result of any such “bugs” errors or defects.

6.3 To the extent allowed by law, LIVERTON disclaims all liability, whether in contract or tort, for any loss or damage arising from your use of the Software. Such disclaimer applies to direct, indirect, special and consequential damages including loss of profit, business revenue, goodwill, loss of production, loss of product, losses resulting from downtime of your domain or any individual computer system, losses resulting from system crashes, loss of data or, or failure to achieve anticipated savings or production efficiencies.

6.4 LIVERTON expressly excludes all liabilities under the Consumer Guarantees Act 1993 as the Software is supplied to a business or other organisation for business purposes.

6.5 This Agreement does not affect your statutory rights. This Agreement does not exclude any implied warranties or conditions that may not be excluded under applicable law. This Agreement gives you specific legal rights, and is in addition to any other legal rights that you may have under the laws of New Zealand.

6.6 LIVERTON’s maximum liability to you shall not, under any circumstance, exceed the licence fees that you paid in respect to the Software.

7 Services Excluded

7.1 The licence fees do not cover the cost of: (i) Installation services; (ii) Networking services; (iii) Software configuration and preference setting; (iv) Maintenance services; (v) Training; (vi) Custom Software enhancements.

8 Copyright

8.1 You acknowledge that the Software and documentation are the subject of copyright. You shall not, during or at any time after the expiry or termination of this Licence, permit any act that infringes that copyright. You expressly agree that you shall not copy the Software except for back-up purposes pursuant to §2.1.

9 Intellectual Property

9.1 You acknowledge that the Software and documentation are intellectual property belonging to LIVERTON. You expressly agree not to divulge or make available to any other party the techniques embodied in the Software or portions thereof such that the functionality of the Software could be reproduced.

10 Term of Licence

10.1 The Licence granted by this Agreement commences after the Software has been installed. It shall continue, on a year-by-year basis provided you pay the applicable licence fees

10.2 The Licence may be terminated by LIVERTON in the event that you breach any term herein and fail to rectify such breach within 31 days following notification by LIVERTON.

10.3 Upon termination or expiry of the Licence, you or your representatives shall destroy the Software and documentation or otherwise return or dispose of such material in a manner directed by LIVERTON.

11 Verification of Compliance

11.1 You are hereby required to provide any information that is reasonably requested by LIVERTON in order to verify that: (a) you are complying with your obligations in relation to the operation of the Software in accordance with clauses §2.2 (b) you are not otherwise in breach of your obligations under this Agreement. Liverton may, at its option, make use of license authentication logic that sends information about your configuration to Liverton for the sole purpose of protecting the Software against unauthorized use. Refer to your system log for details of information sent to Liverton under this option.

12 Termination of Agreement

12.1 This Agreement can be terminated either by you or by LIVERTON providing three months written notice to the other party. Termination of this agreement will result in the corresponding termination of the Licence to use the Software.

12.2 Clauses §8.1 and §9.1 above covering your obligations to LIVERTON in respect of copyright and intellectual property rights will survive any termination of this Agreement

13 Governing Law

13.1 This Agreement shall be governed by, and construed in accordance with, the laws of New Zealand whose courts shall have jurisdiction over all disputes that may arise in respect to this Agreement.

Copyright Liverton Ltd. ©2002