User Agreement

SOFTWARE LICENCE

THIS SOFTWARE LICENSE IS AN AGREEMENT BETWEEN YOU (“YOU” or “CUSTOMER”) AND HELIGON LIMITED WITH AN ADDRESS AT MANNING HOUSE, 22 CARLISLE PLACE, LONDON, SW1P 1JA, UK (“US” or ”HELIGON”) REGARDING THE LICENSE AND USE OF THE PROGRAM (DEFINED BELOW).

BY CLICKING ON THE “ACCEPT” BUTTON, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE CLICKING ON THE “ACCEPT” BUTTON, DOWNLOADING OR INSTALLING THE SOFTWARE. IF YOU DO NOT WISH TO BE BOUND BY THE TERMS OF THIS AGREEMENT, DO NOT CLICK ON THE “ACCEPT” BUTTON, DOWNLOAD OR INSTALL THE SOFTWARE.

THE SOFTWARE LICENSED UNDER THIS AGREEMENT IS VERTUS BLING! IT (REFERRED TO IN THIS AGREEMENT AS THE "PROGRAM")

1. Licence

1.1 Subject to the terms and conditions of this End User Agreement, Heligon hereby grants to you a personal, non-exclusive licence to use one copy of the Program, together with any related user documentation (the “Documentation”).
1.2 The Program may contain technical limitations that limit the functionality and operation of the Program until you register your copy of the Program with us in accordance with the instructions to be provided during installation. The Program may be distributed along with a unique activation code (“Activation Key”) to be used when registering your copy of the Program in order to achieve access to the full functionality and operation of the Program. This registration and activation of your copy of the Program will require access to the internet. Additional internet access requirements are set forth below in Clauses 3.2 and 3.4.
1.3 You may use a single copy of the Program on a single, stand-alone computer. The Program may only be used on one computer at a time.
1.4 You may make as many back-up copies of the Program as are necessary for operational security and use, provided that all back-up copies are subject to the terms of this agreement and that not more than one copy of the Program is in use at any given time. You shall maintain and reproduce all trademark, copyright, patent, and notices of other proprietary rights on all copies, in any form, of the Program in the same form and manner that such trademark, copyright, patent, and notices of other rights are included on the Program.
1.5 You may transfer this licence to another person provided that they agree to be bound by the terms of this licence (and to comply with all of the obligations applying to you under this agreement), that you stop using the Program and that you transfer all copies of the Program, together with any Documentation, to the new user.

2. Copyright and other Proprietary Rights.

The Program is and will remain the sole and exclusive property of Heligon and our third party licensors. Our rights under this Article 2 will include, but not be limited to: (i) all copies of the Program, in whole and in part; and (ii) all Intellectual Property Rights in the Program. For purposes herein, “Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights (including, but not limited to, rights in audiovisual works and moral rights), trade secret rights, Moral Rights, rights of priority and any other intellectual property right recognized in any country or jurisdiction in the world. “Moral Rights” means any right to claim authorship to or to object to any distortion, mutilation, or other modification or other derogatory action in relation to a work, whether or not such would be prejudicial to the author’s reputation, and any similar right, existing under common or statutory law or any country in the world or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right”. No rights are transferred or granted to you, except to the extent that this agreement expressly states otherwise.

3. Further Restrictions and Obligations

3.1 You must use the Program solely in accordance with the Documentation and with any reasonable instructions given by us from time to time.
3.2 Your copy of the Program must be validated at least once every three (3) months (“Periodic Product Validation”). Such Periodic Product Validation requires that access to the internet be established by the computer running the installed Program at least once every three months to permit performance of the validation procedure. During the Periodic Product Validation procedure, the Program will connect with the Heligon server via the internet and Heligon will verify that you are operating a valid copy of the Program by means of authentication of the license key previously issued to your copy of the Program. License keys are automatically issued to your copy of the Program upon initial product activation and during each Periodic Product Validation procedure. The Program will automatically remind you of this authentication obligation whenever two (2) months have passed without performance of a Periodic Product Verification, however, Heligon is under no obligation to provide such reminder notice and any failure of the Program or Heligon to successfully deliver such a reminder notice to you shall not restrict or limit Heligon’s rights under this clause. If you (1) fail to access the Heligon server for Periodic Program Validation for a period exceeding three (3) months or (2) if the Periodic Program Validation procedure reveals that you are operating an unauthorized copy (“Pirated Copy”) of the Program (as determined by the detection of a duplicate license key), then the Program shall be automatically disabled and you will be unable to operate all of the Program’s features and the Program shall have reduced functionality. If this deactivation occurs, you may regain access to the fully-functional Program by contacting Heligon and requesting that the Program be re-activated. Re-activation will be provided free of charge via the internet upon request if your access was denied for failure to timely perform the Periodic Product Validation Procedure. In the case where the Program has been disabled due to the detection of a Pirated Copy, re-activation of the full functionality will require re-licensing and payment of the appropriate license fees.
3.3 You may not:
(a) loan, rent, lease or license the Program or any copy to anyone else;
(b) use the Program for or on behalf of anyone else (which includes operating any form of facility on behalf of anyone else or providing a software service bureau, time sharing or other computer services to third parties); or
(c) reverse engineer or decompile the Program save to the extent permitted by applicable law. If you wish to obtain interface information relating to the Program in order to achieve interoperability, a request should be made in writing to us at the address provided above.
3.4 Internet Access. Periodic Internet Access is REQUIRED for initial registration and activation of the Program.

4. Warranty

4.1 We warrant that for a period of ninety (90) days after delivery to you (the “Warranty Period”), the Program will be free from any defect that has a material adverse effect on its use for the purpose for which it is designed (which is the purpose described in the Documentation supplied with the Program).
4.2 If the warranty in Clause 4.1 is breached, you should notify us before the end of the Warranty Period. We will then either, at our sole option,(1) replace your copy of the Program with a new copy without the relevant defect or (2) take back your copy of the Program, terminate this licence and provide you with a refund of the money (including any applicable sales tax) that you paid for the Program and this licence. This will be your only remedy for breach of the warranty in Clause 4.1.
4.3 If you purchased the Program as a consumer, then your statutory rights are not affected and they apply in addition to the warranty in Clause 4.1.
4.4 EXCEPT AS EXPRESSLY PROVIDED IN CLAUSE 4.1, THE PROGRAM IS PROVIDED “AS IS” WITHOUT ANY OTHER WARRANTY OF ANY KIND. WE DO NOT WARRANT THAT THE PROGRAM IS ERROR FREE, THAT ANY ERRORS IN THE PROGRAM WILL BE CORRECTED, OR THAT YOU WILL BE ABLE TO OPERATE THE PROGRAM WITHOUT PROBLEMS OR INTERRUPTIONS. WE RESERVE THE RIGHT TO CHARGE ADDITIONAL FEES FOR REPAIRS OR REPLACEMENTS PERFORMED OUTSIDE OF THE NINETY (90) DAY LIMITED WARRANTY PERIOD.

5. Disclaimer.

EXCEPT AS SPECIFIED IN ARTICLE 4 (WARRANTY), ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY DISCLAIMED AND EXCLUDED TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW.

6. Exclusions and Limitations

6.1 Limitation of Liability. EXCEPT FOR LIABILITY (1) FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES OR AGENTS, (2) UNDER PART 1 OF THE CONSUMER PROTECTION ACT OF 1987 OR (3) FOR FRAUDULENT MISREPRESENTATION, IN NO EVENT SHALL HELIGON’S OR ITS SUPPLIERS’ TOTAL LIABILITY TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE PRICE PAID BY YOU FOR THE PROGRAM. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE ABOVE-STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE.
6.2 Consequential Damages Waiver. IN NO EVENT WILL HELIGON OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE PROGRAM EVEN IF WE OR OUR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.3 BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS AND EXCLUSIONS PROVIDED IN THIS ARTICLE 6 MAY NOT APPLY TO YOU.

7. Termination

This Agreement is effective until terminated. Customer’s license rights under this Agreement will terminate immediately, with or without notice from Heligon, if Customer fails to comply with any provision of this Agreement. Upon termination, Customer must destroy all copies of Program in its possession or control.

8. Third Party Rights

No term of this agreement is enforceable by a person who is not a party to this agreement.

9. Entire agreement, applicable law and jurisdiction

9.1 This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior or contemporaneous agreements, communications, and understandings (whether written or oral) regarding such subject matter. Subject to Clause 6, no other representations or terms shall form part of this agreement. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights. If any portion hereof is found to be void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect and the void or unenforceable provision shall be amended to achieve as nearly as possible the economic effect as the original provision.
9.2 This agreement is governed by New York law and the laws of the United States of America. Both we and you submit to the jurisdiction of federal and state courts located in New York, New York, USA in relation to any dispute concerning this agreement. We are also entitled to apply to any court worldwide for injunctive and other remedies in order to protect or enforce our intellectual property rights.