1. Software License Agreement
1-1 The Agreement
This Software Licence Agreement (“Agreement”) sets the terms and conditions between (a) you and (b) the software author (“the Author ”) and the Representatives (defined at Section 5.2) in regards to your use of Metzcal (“the Software”), and any updates, upgrades or maintenance releases thereto, that accompanies this Agreement and any related services, materials, and documentation.
1-2 Acceptance of the Agreement
By clicking the “I accept” button, installing, and/or using the Software, you confirm that you:
(a) Accept and agree to be bound by the Agreement
(b) Acknowledge that, to the maximum extent permitted by applicable law, this Agreement sets forth your exclusive remedies as to any claims you may have related to the Software
(c) Understand that, this Agreement constitutes the entire agreement between the Author, its licensors and the Representatives and you on its subject matter and supersedes any other agreement or other prior or contemporaneous writing (including any related packaging or advertisements), promise, understanding, or representations (whether oral, written or otherwise) made by any party including the Author.
1-3 Rejection of the Agreement
If you do not accept this Agreement, do not install and/or use the Software and/or any of its accompanying materials.
2. License Grant
2-1 General Terms
You are granted a non-exclusive, limited licence to use one (1) copy of the Software on a single computer or terminal. You may make one (1) copy of the Software for backup purposes only. The Software may be used only for its intended purpose. You may not use the Software on a professional basis (e.g., not to be used for service bureau or ASP services or herp care services). Notwithstanding anything in this Agreement, the Author has no responsibility or liability for damages or claims relating to any use of the Software on a professional basis.
2-2 Limited Applicability
The Software is intended only to help you manage your herp activity. Any use of the Software other than as identified, is at your own risk and, to the maximum extent permitted by applicable law, the Author accepts no liability for any resulting losses suffered by you.
3. License Restrictions
3.1 Except for making a backup copy under Section 2.1, you may not make additional copies, duplicate or transmit the Software by any means, including electronic transmission. You may not copy the printed materials, if any, accompanying the Software, or print copies of any user documentation. The Software in its entirety, and any printed materials accompanying the Software and user documentation, are protected by United States and European copyright laws and other international treaties. You may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to human-perceivable form except to the extent that such rights cannot be excluded by mandatory applicable law. Unless otherwise expressly permitted by this Agreement, you may not disable any functionality which limits the use of the Software or modify, adapt, translate, rent, sublicence including offering the Software to third parties on an applications service provider or time-sharing basis or as part of a bureau service), lend, resell for profit, distribute, or network the Software, CD-ROMs, disk(s), or related materials, or create derivative works of the Software, related documentation and materials, or any part thereof or allow the Software to be combined with or become incorporated into any other programs.
3.2 You may not give copies of the Software to others, or enable others to use your registration code(s) or serial number(s) (if any). You may transfer your copy of the Software in its entirety, or sell the computer on which the Software is installed, to a third party, provided that you do not keep a copy of the Software, and that the transferee/purchaser, by executing a transfer agreement provided by the Author, accepts the terms and conditions of this Agreement. Except as set forth in this Section 3.2, no third party shall obtain any rights under this Agreement under the applicable provisions of The European Union laws or otherwise, and neither you nor any third party can declare itself a trustee of the rights under this Agreement for the benefit of any third party.
4. Termination and Changes to these Terms
4.1 This Agreement, including the licences contained herein, may be terminated by the Author immediately and without notice if you fail to comply with any term or condition of this Agreement. Upon such termination, you must immediately destroy all complete and partial copies of the Software and related materials, including back-up copies.
4.2 From time to time, the Author may notify you in accordance with Section 12.1 that it is changing the terms and conditions of this Agreement. If you reject the change, you have seven (7) days from the date of notice to comply with the Return Policy to cancel your Software licence and be eligible for a possible partial refund of your Software purchase price. By using the Software after you receive a Section 12.1 notice of change, you confirm your agreement to the change.
5. Disclaimer of Warranties
5.1 Except as expressly provided in this Agreement and to the maximum extent permitted by applicable laws, the Software and any related documentation, other materials and services are provided "as-is" and the Author does not warrant (a) that they are error free, uninterrupted, up-to-date, accurate, secure or free from bugs, viruses or other contaminants or program limitations, or (b) access to the Internet or any other service or content (including third party services or content) to which you may connect through the Software. You accept the entire risk as to the Software’s quality and performance.
5.2 To the maximum extent permitted by applicable laws, the Author and its subsidiaries, affiliates, licensors, participating financial institutions, third party content or service providers, distributors, dealers or suppliers ("Representatives") disclaim all other representations (unless fraudulent), warranties, terms and conditions, whether express or implied by statute, collaterally, by the parties course of dealings, or otherwise, regarding the Software, disk(s), related documentation and other materials, and any services or content, including any third party services and content to which you may connect or access through the Software, including but not limited to any implied warranties, terms or conditions as to their fitness for a particular purpose, satisfactory quality, merchantable quality, or non-infringement.
5.3 To the maximum extent permitted by applicable laws, no oral or written information or advice given by the Author and/or its Representatives and their employees and/or agents shall increase the scope of any representation, warranty, condition and/or term of this Agreement, or create any new representations, warranties, conditions and/or terms in connection with the Software or any related service or material.
5.4 The Author does not guarantee in future the existence nor the availability of the software nor its freeware status, and may at any time discontinue its distribution and support.
5.5 The Author may at any time and without prior notice sell or transfer the trademark, the copyright, the commercial or the intellectual property rights of the software to a third party. In such case, that third party will not be bound by any term, provision or obligation under this Agreement.
6. Limitation of Liability and Damages
6.1 Nothing in this Agreement shall limit or exclude the Author ’s liability under the relevent provisions of the applicable the European Union laws, for fraudulent misstatement or for death or personal injury caused by its negligence.
6.2 The entire and sole liability of the Author and its Representatives for any reason shall be limited to the greater of (a) the amount you paid for the Software and related services (if any) to the Author or its authorized reseller or (b) the minimum amount permitted by applicable laws.
6.3 To the maximum extent permitted by applicable laws, the Author and its Representatives are not liable for any loss of profit, loss of business, business interruption, loss of data or investment, or the like, or for any indirect, special, incidental or consequential damages and whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if the Author or its Representatives have been advised of the possibility of such damages.
7. Hardware and Connection to the Internet
It is your sole responsibility to establish and maintain adequate access to the Internet and pay any service fees associated with such access, as well as provide the equipment necessary for you to use the Software, Services (defined below), and connect with the Internet, including a computer and modem or other device.
8. Import
8.1 Subject to availability, you may be able to import certain information and/or data from other individual or third-party institutions (“Import Function”). If the Import Function is available and you choose to use it, you are responsible for verifying the accuracy of the imported information. the Author bears no responsibility of its accuracy. Should you take advantage of the Import Function, your relationship concerning the Import Services is with the information providers, and the Author disclaims all liability that might arise from your use of the Import Services.
8.2 The telecommunications delivery systems, such as the Internet, used for the Import Function and Third Party Services (defined in Section 9), and Software updates (collectively, the “Services”) can perform unpredictably, may not be continuous, and may, for example, affect access to or the performance of the Services. You agree that the Author is not in any way responsible for any such interference with or interruption to your use of or access to the Services. Nigricolis may at any time change or discontinue any aspect, availability or feature of the Services.
9. Third Party Services
Services, content, products, offers and promotions provided by third parties, and not by the Author, may be made available in connection with the marketing, distribution and use of the Software (“Third Party Services”). Third Party Services are often made available to you in or from the Software, often co-branded with the Author and third party brands, in which a third party is primarily responsible for making added functionality available to you or providing certain information to you. You are responsible for reviewing and understanding the terms and conditions governing any Third Party Services, and your participation in such Third Party Services indicates your acceptance of such terms and conditions. The Author is not responsible for performance in connection with the Third Party Services, or the accuracy of information provided to you by third parties, even if you accessed such Third Party Service from the Software. The Author generally does not control the Third Party Service providers, and thus such Third Party Services may not be available to you at all times or for extended periods of time, even if such services are indicated as being available in the Software or documentation or on the Software’s packaging. In addition, all Third Party Services are subject to change without notice.
10. Notifications
10.1 Notification by the Author to You
10.1.1 Notifications from the Author concerning the Software and/or this Agreement will be posted online and can be accessed via the appropriate web page(s) from www.metzcal.com.
You agree that it is your sole responsibility to routinely visit this website for notices concerning the Software and/or modifications to this Agreement, and to ascertain how your use of the Software may be impacted. You consent to receive communications from the Author electronically and agree that all agreements, notices, disclosures and other communications that the Author provides to you electronically satisfy any legal requirements that such communications be in writing.
10.1.2 In its sole discretion, the Author may, in addition to posting applicable notices on, give you notification using other means such as email, post, and/or telephone. To provide notice, the Author will use the contact and/or purchase information (if any) and/or registration information (if any) as provided by you. To ensure that you receive notices timely, you agree that it is your sole responsibility to promptly notify the Author of any change to your contact and/or registration information.
10.2 Notification by You to the Author
Any notification to be provided by you to the Author under this Agreement must be emailed to: contact@metzcal.com
10.3 Address for Contacting the Author
All questions concerning this Agreement must be in writing and emailed to:
contact@metzcal.com
11. General Provisions
11.1 In the event of a conflict between this Agreement and the Software Licence Agreement included in the manual you receive with the initial Software shipment, the terms and conditions of this Agreement shall control. This Agreement does not limit any rights that the Author may have under trade secret, copyright, patent, trademark or other laws. If any provision of this Agreement is invalid or unenforceable under applicable law, then that provision will, to the extent necessary, be deemed amended or omitted, and the remaining provisions will continue in full force and effect. The validity and performance of this Agreement shall be governed by the laws of France (without reference to conflict of law principles) and you agree to submit to the non-exclusive jurisdiction of the France courts. To the maximum extent permitted by applicable laws, the Author accepts no responsibility for acts or omissions beyond its reasonable control. The provisions of Sections 1, 2.2, 3.1, 4, 5, 6, 12 to 15 (inclusive) shall survive termination of this Agreement for whatever cause.
11.2 The Software may contain dated information. Use of the Software is based on your understanding that it may not include all the information or the most current information relevant to your particular needs or situation.
12. Export Restrictions
You acknowledge and agree that the Software is subject to restrictions and controls imposed by the export laws applicable in the United States and the European Union. You agree and certify that neither the Software nor any part or direct product thereof is being or will be acquired, shipped, transferred or exported, directly or indirectly, outside United States and the European Union, or is being or will be used for any purpose prohibited by the Acts; provided, however, that any person may travel to countries not prohibited by the Acts for a period of three (3) months with the Software when it is installed on their personal computer and not otherwise used or transferred in violation of the Acts.
13. Privacy Information
Metzcal Privacy Policy ("the Privacy Policy") sets forth how the Author processes the personal information of its customers, and by accepting this Agreement or using the Software you agree that the Author may process your personal information in accordance with the Privacy Policy, as described here
Subject to changes in applicable law and Metzcal Privacy Policy, the Author processes the personal information of its customers to fulfil their requests for products and/or services, and to enable customers to use the Software and receive related notices, updates and upgrades. The Author combines customer personal information to create aggregate data to improve existing products/services and develop new ones. The Author does not share or sell customer personal information with or to any third party.
14. Information about Other Products or Features
Various products, including the Software, may contain information or such information or features that are licensed by the Author from third party licensors. Neither the Author nor such third party licensors have any control over your use of the Software and related services or information. Neither the Author nor such third party licensors warrant the performance or results that may be obtained by its use. Neither the Author nor such third party licensors represent, warrant, or guarantee the accuracy or timeliness of the data contained in the Software or printed materials and neither shall have any liability of any kind whatsoever to you, or to any other party, on account of your use of the data, any inaccuracies in or untimeliness of the data, or for any delay in reporting such data or corrections to such data contained in the Software or printed materials. Various information in the Software constantly changes, and the information in the Software may not be current or accurate. The Software should not be used without confirming research from other sources, obtaining up-to-date information, and separate analysis by the user of your own particular situation and/or activity.
15. Trademarks
Metzcal, the Metzcal Logo, among others, are registered trademarks and/or registered service marks, or one of its subsidiaries, in the United States, the European Union and other countries.
Any other product names, marks, symbols, tradenames, company names and/or logos which appear within this Software and related materials are the property of their respective owners and should be treated as such and appear through courtesy of such owners.
Some names, company names and data used in examples and help content may be fictitious and are used for illustration purposes only. Any resemblance to a real person or company is purely coincidental.
