Smart Customer Software License
1. Your right to use the Software
Smart Business grants to you a personal, non-exclusive and non-transferable right to access and use the software at the website to create, post and update you own business web pages and to communicate with your own customers in the manner supported by the software during the time that you receive the services, but only on the terms of this license and so long as you continue to pay the associated charges and comply with the terms of this license.
For each month or part-month that you receive the services you must pay to Smart Business the fees (plus taxes if any) at the level set by Smart Business. If you do not pay these fees by the due date for payment, Smart Business may at its discretion terminate this license and cease supplying the Services to you.
Smart Business may adjust the level of fees from time to time at its sole discretion and will give you at least one month’s prior notice of fee changes by;
• Posting the new fees on the Smart Business web site; or
• Emailing you, if it has recorded your current email address.
3. Your obligations
You must, and those who you are responsible for;
• Not copy, reverse engineer, decompile, or disassemble the software (whether in an attempt to duplicate the Software or imitate any of its functions, or otherwise);
• Not alter or modify the Software, or any copyright, trade mark or other proprietary notice on the Software, in any way;
• Not sell, lease, sub-license, lend, assign, or transfer, in whole or in part, or provide unlicensed third parties access to the software or any updates or other releases of the Software that Smart Business (but is not obliged to) release from time to time; and
• Use all reasonable efforts to protect the software from unauthorised use, reproduction, distribution or publication and keep the software confidential.
4. Representations and Warranties
You agree that Smart Business, and anyone that Smart Business is responsible for, is not liable to you at law, by statute, in equity or otherwise arising from the relationship between you and Smart Business for any loss, damage or injury incurred by you arising directly or indirectly from the software or this license.
If, despite the other provisions of this license, Smart Business is found to be liable to you then its liability for any single event or series of related events is limited to an amount equal to your license Fees for one month.
All warranties, representations or conditions whether impelled by statute law, trade, custom or otherwise which would otherwise supply to the Software are expressly excluded to the fullest extent permitted by law.
Smart Business may immediately terminate this license and may cease supplying the Services to you if you breach any material term of this license.
Upon termination of this license you must immediately destroy or return to Smart Business all copies of any information or documentation that it has made available to you in relation to this license and/or the software.
6. Your Confirmations
You confirm that:
You have exercised your own judgement in respect of the software and have not relied on any representation, promise, warranty or undertaking by Smart Business or Smart Business Representatives for;
You do not own the intellectual property in the Software and that neither you nor anyone that you are responsible for has, or will acquire, any intellectual property rights in the software and that this license does not transfer any title or ownership in the Software to you;
There is no obligation for Smart Business to provide you with any modifications or updates of the Software, but if it does, the modification and updates will be subject to this agreement;
You are licensing and using the software and services for the purposes of operating a business; and
Smart Business are not obliged to provide any support or maintenance in respect of the Software but that any support and maintenance Smart Business do provide will be provided on its standard terms for us provision of support and maintenance services.
This license, the software, and any other information made available by Smart Business in relation to this license and the Software is confidential information. You must keep that information confidential at all times, and ensure that the people you are responsible for keep that information confidential on the same terms, until that confidential information becomes generally available to, and known by, the public other than due to a breach of this clause.
8. No Waiver
Failure by Smart Business at any time to enforce the provisions of this license will not be a waiver of any of Smart Business rights under this license.
Smart Business may amend the terms of this license by placing a notice of the amendments on its website
10. Express Rights
The exercise by Smart Business of any express right set out in this license is without prejudice to any other rights, growers or remedies available to them in contract, at law or in equity including any rights, powers or remedies which would be available to that party if the express right was not set out in this agreement.
This agreement is governed by the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of these courts.
12. Defined Terms and Interpretation
In this license:
Person includes a corporation sole and also a body of person, whether corporate or unincorporated;
Services means access, via a hosting platform and the internet, to the software and to material created, modified and / or stored by you using the software;
Software means the Smart Business content management system software developed by Smart Business and offered by itself and its authorised agents. This definition extends to all associated branding, documentation, upgrades, updates, modifications or enhancements made available by Smart Business (if any)
Smart Business means Smart Business Consultancy NZ Ltd.,
Website means the site on which the software and services are available to you; and
You, your means the person who accepts the terms of this license.