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EULA - End User License Agreement

Kutchka Limited

DOCTIDY (TM) HOME EDITION SOFTWARE LICENSE AGREEMENT
NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE DOCTIDY SOFTWARE ("SOFTWARE") YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTION 2; TRANSFERABILITY IN SECTION 4; WARRANTY IN SECTION 6; AND LIABILITY IN SECTION 7. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE. IF YOU ACQUIRED THE SOFTWARE ON TANGIBLE MEDIA (e.g. CD) WITHOUT AN OPPORTUNITY TO REVIEW THIS LICENSE AND YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY OBTAIN A REFUND OF ANY AMOUNT YOU ORIGINALLY PAID IF YOU: (A) DO NOT USE THE SOFTWARE AND (B) RETURN IT, WITH PROOF OF PAYMENT, TO THE LOCATION FROM WHICH IT WAS OBTAINED WITHIN THIRTY (30) DAYS OF THE PURCHASE DATE.

Kutchka owns all intellectual property in the Software. Kutchka permits you to Use the Software only in accordance with the terms of this Agreement.

1. Definitions.

"Software" means (a) all of the contents of the files, disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to (i) Kutchka or third party computer information or software; (ii) related explanatory written materials or files ("Documentation");and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by Kutchka (collectively, "Updates").

'Media' means objects on which data can be stored including without limitation CD-ROMs, tapes and floppy disks or other media containing the Software provided to You by Kutchka.

'Product' means the Media and the Software.

"Use" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation.

"Fee" means the sums payable by You in respect of a licence to use the Licensed Products for the Term.

"Expiry Date" means such date as may be set out in the Schedule.

"Start Date" means such date as may be set out in the Schedule.

"Permitted Number" means one (1) unless otherwise indicated under a valid license (e.g. volume license) granted by Kutchka.

"Schedule" means the schedule provided to You by Kutchka which sets out certain details in relation to Your use of the Licensed Products and which forms part of this End-User Licence Agreement.

"Computer" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.

"Term" means the licence term set out in Clause 7 of this End-User Licence Agreement.

"You" means the licensee and "Your" means belonging to You or engaged by You or otherwise pertaining to You as the context so allows, whether on a temporary basis or otherwise.

"Kutchka" means Kutchka Limited, 26 Whitehead Drive, Wellesbourne, Warwickshire, CV35 9PW.

2. Software License. In consideration of the payment of the Fee by you and as long as you comply with the terms of this Software License Agreement (this "Agreement"), Kutchka grants to you a non-exclusive license to Use the Software for the purposes described in the Documentation.
2.1 General Use. You may install and Use a copy of the Software on your compatible computer, up to the Permitted Number of computers.
2.2 Server Use and Distribution.
2.2.1 The software is not licenced for server installation.
2.3 Backup Copy. You may make one backup copy of the Software, provided your backup copy is not installed or used on any computer. You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided under Section 4.
2.4 Portable or Home Computer Use. In addition to the single copy permitted under Sections 2.1 and 2.3, the primary user of the computer on which the Software is installed may make a second copy of the Software for his or her exclusive use on either a portable Computer or a Computer located at his or her home, provided the Software on the portable or home Computer is not used at the same time as the Software on the primary computer.
2.5 No Modification. You may not alter or modify the Software or create a new installer for the Software. You are not authorized to integrate or use the Software with any other software.

3. Intellectual Property Ownership, Copyright Protection. The Software and any authorized copies that you make are the intellectual property of and are owned by Kutchka Limited. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Kutchka Limited. The Software is protected by law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by Kutchka.

4. Restrictions.
4.1 Notices. You shall not copy the Software except as set forth in Section 2. Any copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.
4.2 No Modifications. You shall not modify, adapt or translate the Software. You shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Software with another software program, and you have first requested Kutchka to provide the information necessary to achieve such operability and Kutchka has not made such information available. Kutchka has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any such information supplied by Kutchka and any information obtained by you by such permitted decompilation may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to the Kutchka.
4.3 Provision of Services. You are not permitted to use the Licence Products for the provision of any services for the benefit of third parties without written permission from Kutchka.
4.4 Transfer. You may not, rent, lease, sublicense, assign, provide commercial hosting services or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto another user's computer except as may be expressly permitted herein. You may, however, transfer all your rights to Use the Software to another person or legal entity provided that: (a) you also transfer (i) this Agreement, and (ii) the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, Updates and prior versions, to such person or entity; (b) you retain no copies, including backups and copies stored on a computer; and (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a license to the Software. Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of the Software.

5. Updates. If the Software is an Update to a previous version of the Software, you must possess a valid license to such previous version in order to Use such Update. All Updates are provided to you on a license exchange basis. You agree that by Using an Update you voluntarily terminate your right to use any previous version of the Software. As an exception, you may continue to Use previous versions of the Software on your Computer after you Use the Update buy only to assist you in the transition to the Update, provided that: (a) the Update and the previous versions are installed on the same computer; (b) the previous versions or copies thereof are not transferred to another party or Computer unless all copies of the Update are also transferred to such party or Computer; and (c) you acknowledge that any obligation Kutchka may have to support the previous versions of the Software may be ended upon availability of the Update.

6. NO WARRANTY. The Software is being delivered to you "AS IS" and Kutchka makes no warranty as to its use or performance. KUTCHKA DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, KUTCHKA MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. The provisions of Section 6 and Section 7 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to Use the Software after termination of this Agreement.

7. LIMITATION OF LIABILITY. IN NO EVENT WILL KUTCHKA BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A KUTCHKA REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. KUTCHKA’S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO £10 (TEN POUNDS UK STERLING). Nothing contained in this Agreement limits Kutchka’s liability to you in the event of death or personal injury resulting from Kutchka’s negligence or for the tort of deceit (fraud). Kutchka is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose. For further information, please see the jurisdiction specific information at the end of this Agreement, if any, or contact Kutchka’s Customer Support Department.

8. Export Rules. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.

9. Governing Law.

10. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by a writing signed by an authorized officer of Kutchka. Updates may be licensed to you by Kutchka with additional or different terms. This is the entire agreement between Kutchka and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.

11. Term
This End-User Licence Agreement is effective from the moment of acceptance as described in the first paragraph of this End-User Licence Agreement or from the Start Date, whichever date is earlier, and shall remain in force either until the Expiry Date specified in the Schedule (and if no such date is specified, this End-User Licence Agreement shall continue in perpetuity) or until terminated as provided below, whichever is the sooner. If You want to renew Your licence You should contact Your supplier or Kutchka. Your obligations under this End-User Licence Agreement in respect of the intellectual property and confidential information of Kutchka shall survive any expiry or termination of this End-User Licence Agreement.

12. Termination
You may terminate this End-User Licence Agreement at any time by destroying the Software and all copies of it. This End-User Licence Agreement and Your rights under it will also terminate immediately if: (i) You fail to pay the Fee in accordance with the agreed payment terms; or (ii) You fail to comply with any of the terms and conditions of this End-User Licence Agreement; or (iii) if You take or suffer any action on account of debt or are insolvent. On termination of this End-User Licence Agreement, You must destroy the Software and all copies of it. Within one month after the date of termination of this End-User Licence Agreement, You must supply written certification to Kutchka of the destruction by You of the Software and all copies of all or any part of it.

13. Compliance with Licenses. If you are a business or organization, you agree that upon request from Kutchka or Kutchka’s authorized representative, you will within thirty (30) days fully document and certify that use of any and all Software at the time of the request is in conformity with your valid licenses from Kutchka.

14. General
14.1 Kutchka may amend the terms and conditions of this End-User License Agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL www.kutchka.com, which amended terms and conditions shall be binding upon You.

14.2 Failure by Kutchka to enforce any particular term of this End-User Licence Agreement shall not be construed as a waiver of any of its rights under it.

14.3 The illegality, invalidity or unenforceability of any part of this End-User Licence Agreement will not affect the legality, validity or enforceability of the remainder.

14.4 If You and Kutchka have signed a separate written software licence agreement covering the use of the Product, the terms of such signed software licence agreement shall take precedence over any conflicting terms of this End-User Licence Agreement. Otherwise this End-User Licence Agreement constitutes the entire agreement between the parties in relation to the Product and its licensing and supersedes any other oral or written communications, agreements or representations with respect to the Product.

15. Confidentiality
15.1 The Software may include confidential information that is secret and valuable to Kutchka. You are not entitled to use or disclose that confidential information other than strictly in accordance with the terms of this End-User Licence Agreement. Kutchka reserves the right to disclose details of the End-User Licence Agreement to third parties for publicity and promotional purposes and:-

15.1.1 You expressly give Kutchka permission to include and publish Your name and logo on lists of Kutchka's customers for the Licensed Products; and

15.1.2 You agree that Kutchka may send emails to You to provide information and goods and services to You and to let You know about other goods and services in which You may be interested.

15.2 If You do not wish to give Kutchka permission under 15.1.1 and/or 15.1.2, You must notify Kutchka by the date no later than seven days after the Licence Start Date specifying which permission is not granted.

11.3 Notwithstanding the foregoing, Kutchka will only process personal information in accordance with the provisions of the Data Protection Act 1998.

16. PRODUCT SUPPORT. Support for the Software is not guaranteed by Kutchka , or their affiliates or subsidiaries.

If you have any questions regarding this Agreement or if you wish to request any information from Kutchka please use the address and contact information included with this product to contact the Kutchka office serving your jurisdiction.