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Terms of Software Licence

1 License
1.1 Ownership of Software. Synergy Business Solutions Limited (the Licensor) provides Synergy Software (the Programme) and Licenses its use subject to the terms and conditions below.
1.2 The Licensee owns the disc provided and has a License to use the Programme but the Licensor retains all other legal rights including title to the software.
1.3 Permissible Uses: The Licensee may:
a. Use the Programme on a single machine and solely as an end user.
b. Copy the Programme into any machine-readable or printed form for backup or modification purposes as part of the Licensee's use of the Programme on the Licensee's machine.
c. Transfer the Programme, along with any backup copies, to new owner(s) of the company to which this license is supplied, provided the new owner(s) agrees to accept the terms and conditions of this License having previously received a copy of the License. All materials referred to above which are not transferred must be destroyed. Any required changes to the program by the new owner(s) must be communicated to Synergy and may incur costs chargeable to the new owner(s).

2 Copies
2.1 Copyright Notice. The copyright notice is found on the distribution disc and in the ABOUT screen within the software. The Licensee must reproduce and include the copyright notice on any copy, modification or portion of this Programme merged into another Programme.
2.2 The Licensee may not use, copy, modify, or transfer the Programme, in whole or in part, except as expressly provided for in this License. Nor may the Licensee disassemble, decompile or reverse engineer the Programme.
2.3 The Licensee undertakes
a. Other than for backup as permitted above, not to copy, reproduce, translate, adapt, vary, de-compile, disassemble or modify the software nor to communicate it to any third party without the Licensors prior written consent;
b. To supervise and control the use of the software in accordance with this License;
c. Not to make the software available (including Programme listings, object and source Programme listings, object code and source code) in any form to any person without the prior consent of the Licensor.

3 Term
3.1 This License is effective until terminated. The Licensee may terminate it at any time by destroying the Programme together with all copies in any form. It will also terminate immediately without notice to the Licensee if the Licensee fails to comply with any term or condition of this License. Upon termination, the Licensee agrees to destroy the Programme forthwith.

4 Limited Warranty
4.1 The Licensor warrants the disc on which the Programme is furnished to be free from defects in materials and workmanship under normal use for a period of 90 days from the date of delivery to the Licensee as evidenced by a copy of the Licensee's receipt.
4.2 The Programme is provided "as is" without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. The Licensor does not warrant that the functions contained in the Programme will meet the Licensee's requirements or that the operation of the Programme will be uninterrupted or error free. The entire risk as to the quality and performance of the Programme is with the Licensee. Should the Programme prove defective, the Licensee (and not the Licensor or its authorised representative) assumes the entire cost of all necessary servicing, repair or correction.

5 Limitations of Remedies
5.1 The Licensor's entire liability and the Licensee's exclusive remedy is:
a. The replacement of any disc not meeting the Licensor's "Limited Warranty" as stated above and which is returned to the Licensor or its authorised representative with a copy of the Licensee's receipt; or
b. A refund for the Programme of any money paid by the Licensee if the Programme is returned to the Licensor or its authorised representative.
5.2 Under no circumstances is the Licensor liable to the Licensee for any damages, including any special, incidental, indirect or consequential damages arising out of the use of or inability to use the Programme even if the Licensor or its authorised representative has been advised in advance that such damages may arise, or for any claim by any other party.

6 General
6.1 This License will be construed under the laws of New Zealand.
6.2 This License contains the entire agreement between the parties and supersedes all prior agreements and/or understandings (oral or written) and any other communications between the Licensor and the Licensee relating to the Programme.
6.3 Failure or delay by the Licensor in enforcing any right or provision of the License is not to be deemed a waiver of such provision or right with respect to the breach.
6.4 If any provision of this License is held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible and the remaining provisions of this License will remain in full force and effect.
6.5 The Licensee may not assign, transfer or sub-License this License except as expressly provided in this License.

7 Intellectual Property
7.1The Licensee acknowledges that all intellectual property rights, including copyright relating to the software are the sole property of the Licensor and agrees to keep such intellectual property rights confidential and to the extent that they are not public knowledge. Subject to Clause 1.3 the Licensee does not obtain, either under this License or by reason of its use of the software, any right to copy the materials comprising of the software, or any right to use the software after this Agreement and the License has terminated.