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End-User License Agreement

NOTICE TO ALL USERS: THIS AGREEMENT (OR ‘EULA’) IS A LEGAL AGREEMENT BETWEEN THE PERSON, COMPANY OR ORGANISATION THAT HAS LICENSED THIS SOFTWARE (‘YOU’ OR ‘CUSTOMER’) AND NUTSHELL (NUTSHELL COMMUNICATIONS LTD).

BY CLICKING THE ‘RADIO’ BUTTON, ‘I ACCEPT THE TERMS OF THE LICENSE AGREEMENT’ YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. IF YOU DO NOT AGREE TO BECOME BOUND BY THESE TERMS OR DO NOT HAVE THE AUTHORITY TO BIND THE CUSTOMER TO THESE TERMS THEN DO NOT INSTALL THE SOFTWARE. RETURN THE SOFTWARE AND UNUSED INSTALLATION CODE WITHIN 14 DAYS TO NUTSHELL FOR A FULL REFUND IN ACCORDANCE WITH ITS REFUND POLICIES.

THIS EULA SHALL APPLY ONLY TO THE SOFTWARE SUPPLIED BY NUTSHELL HEREWITH REGARDLESS OF WHETHER OTHER SOFTWARE IS REFERRED TO OR DESCRIBED HEREIN.

0. Definitions

0.1 Nutshell

Means Nutshell Communications Ltd, and its licensors, if any

0.2 Software

Means only the Nutshell software program and 3rd party software in each case supplied by Nutshell herewith, and corresponding documentation, associated media, printed materials, and online or electronic documentation. Any updates to such software which you are entitled to receive and that has also been provided to you by Nutshell shall also mean Software for the purposes of this agreement.

0.3 Trial Version

Means a version of the Software to be used only to review, demonstrate and evaluate the Software for a limited time period. The Trial version may have limited features, and will cease operation after a set time.

0.4 Computer

A device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions that includes but is not limited to personal computers, laptops, netbooks mobile handsets, endpoint, smartphone, PDA and tablet devices.

0.5 Authorised Partner

Means any of Nutshell’s distributors, resellers, associates or other business partners.

0.6 Authorised Developer

Means Software developers approved and specifically authorised in writing by Nutshell.

0.7 Accredited Trainer

Means a person or organisation approved and specifically authorised in writing by Nutshell.

1. Licence Grant.

1.1 Software

Nutshell grants to You a non-exclusive and non-transferable, non assignable, revocable Licence to download, install and use the Software ON A SINGLE COMPUTER subject to the terms and conditions of this agreement and any applicable product packaging or documentation. The Software is licensed not sold. A licence for the Software may not be shared, installed nor used concurrently on different computers.

1.2 Training

NUTSHELL SOFTWARE AND OTHER PRODUCTS ARE NOT LICENSED TO INDEPENDENT TRAINING ORGANISATIONS AND ARE NOT TO BE USED FOR COMMERCIAL GAIN UNLESS USED BY AN ‘ACCREDITED TRAINER’, AS AUTHORISED IN WRITING BY NUTSHELL UNDER A SEPARATE AGREEMENT.

Nutshell Software and other products must ONLY be used within the organisation purchasing the licence or at partnership events hosted by the purchasing organisation.

1.3 Upgrades

If this copy of the Software is an upgrade from an earlier version of the Software, it is provided on a licence exchange basis. You agree by your installation and use of such copy of the Software to terminate your earlier EULA and that you will not continue to use the earlier version or transfer it to another person or entity.

2. Ownership.

All title, ownership rights, interest including all copyright and intellectual property rights, in and to, the Software and all copies thereof (including, but not limited to, any titles, trademarks, registered designs, trade secret rights, compiled computer code, artwork, any related documentation, and "applets" incorporated into the Software) are owned or expressly licensed by Nutshell. The Software is protected by the copyright laws of the United Kingdom, international copyright treaties and conventions, and other laws. All rights are reserved.

The Software may contain certain licensed materials, and the licensors of those materials may enforce their rights in the event of any violation of this Licence Agreement.

The Software utilises external links to material publicly available on the internet. The external links in this software are not owned by Nutshell and are beyond Nutshell’s control.

3. Responsibilities of End User.

Subject to the Grant of Licence hereinabove, you may not, in whole or in part, copy, distribute copies, photocopy, reproduce, translate, reverse engineer, derive source code, modify, disassemble, decompile, merge, adapt or create derivative works based on the Software, or remove any proprietary notices or labels on the Software. Failure to comply with the restrictions and limitations contained in this section 3 shall result in immediate, automatic termination of the Licence granted hereunder and may subject you to civil and/or criminal liability.

You shall not distribute, sub-Licence, rent, lease, donate, sell, lend, provide access, including without limitation via a public-access or internal internet site or server, to the whole or any part of the Software to any third party.

This Software is for use only in the UK. It may not be exported into any other country.

Trial Version Software Use: You shall not a) install or use more than one copy of the Trial Version of the Software b) download the Trial Version of the Software to more than one computer c) extend use of the Trial Version of the Software beyond the Trial Version licence grant end date by any means d) use the Trial Version for production purposes or to run training workshops or sessions e) use the Trial Version of the Software for a purpose other than to review, demonstrate and evaluate the Software for a limited time period.

4. Termination.

Nutshell may, at its discretion, terminate this Licence Agreement in the event that you fail to comply with the terms and conditions contained herein. In such event, you must immediately remove the Software from your computer. Upon termination of this Agreement all Licences granted herein shall immediately terminate (all other rights of both parties and all other provisions of this EULA survive such termination).

5. Limited Warranty and Disclaimer.

• Limited Warranty. Nutshell warrants that, for a period of thirty (30) days from the original purchase date (“Warranty Period”), when used with a recommended hardware configuration, the Software licensed hereunder (including Upgrades provided within the Warranty Period for the remainder of the Warranty Period) will perform in substantial conformance with the Documentation supplied with the Software.
• Exclusive Remedy. In case of any breach of the above limited warranty, Nutshell will (i) repair or replace the Software or (ii) if such repair or replacement would in Nutshell’s opinion be commercially unreasonable, refund the price paid by you for the applicable Software.
• Exclusion of Warranty. The above Limited Warranty will not apply if: (i) the Software is not used in accordance with this Agreement or the Documentation; (ii) the Software or any part thereof has been modified by any entity other than Nutshell or Authorised developers; (iii) if the defect has resulted from abuse, accident or misapplication by you. Any replacement media will be warranted for the remainder of the original warranty period.
• Disclaimer. THE ABOVE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND QUIET ENJOYMENT. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SOFTWARE IS PROVIDED "AS IS" AND NUTSHELL MAKES NO WARRANTY OR GUARANTEE AS TO ITS USE OR PERFORMANCE AND DOES NOT WARRANT OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE FAIL SAFE, UNINTERRUPTED OR FREE FROM ERRORS OR DEFECTS OR THAT THE SOFTWARE WILL PROTECT AGAINST ALL POSSIBLE THREATS. YOU THEREFORE AGREE THAT THE EXISTENCE OF ERRORS IN THE SOFTWARE SHALL NOT CONSTITUTE A BREACH OF THIS LICENCE. NUTSHELL SHALL NOT HAVE ANY OBLIGATION TO UPGRADE, DE-BUG, PROVIDE DOCUMENTATION, SUPPORT OR MAINTENANCE SERVICES, OR PROVIDE ANY INFORMATION, ASSISTANCE OR CONSULTANCY IN RELATION TO THE SOFTWARE.
  
  The external links used in the Software are provided as an extra facility and not a core part of the Software and no responsibility can be accepted if any links are broken as they are not within our control. No liability can be accepted by Nutshell for any loss, damage or other issues arising from their use.
• No oral or written information or advice provided by Nutshell, its Authorised Partners, dealers, distributors, agents, associates or employees shall create a warranty or in any way increase the scope of any warranty provided herein.

6. Limitation of Liability.

Except in respect of personal injury or death caused directly by their negligence, neither Nutshell nor its subsidiaries or affiliates or associates or suppliers shall be liable to you or any third party in any way for loss or damage of any kind resulting directly or indirectly from the use of the Software, including, but not limited to, loss of data, loss of goodwill, work stoppage, computer failure or malfunction, or any and all other damages or losses. Nutshell shall not be responsible for any interruptions of service, including, but not limited to, ISP disruptions, software or hardware failures or any other event which may result in a loss of data or disruption of service. In no event will Nutshell be liable to you or any third party for any indirect, incidental, special, exemplary, punitive, cover or consequential damages.

Nutshell’s total liability to you for actual damages for any cause whatsoever shall be limited to the amount paid by you for the software that caused such damage.

Nothing in this Agreement limits liability for fraudulent misrepresentation.

7. Equitable Remedies.

You hereby agree that Nutshell would be irreparably damaged if the terms of this Licence Agreement were not specifically enforced, and therefore you agree that Nutshell shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Licence Agreement, in addition to such other remedies as Nutshell may otherwise have available to it under applicable laws.

8. Changes to the Agreement.

Nutshell reserves the right, at its sole discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Licence Agreement. When Nutshell upgrades the Software, effective upon prior notice as follows, Nutshell will post notification of any such changes to this Licence Agreement on Nutshell's website and will post the revised version of this Licence Agreement in this location, and may provide such other notice as Nutshell may elect in its sole discretion, which may include by email, postal mail or pop-up screen.

Nutshell reserves the right, at its sole discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Licence Agreement. When Nutshell upgrades the Software, effective upon prior notice as follows, Nutshell will post notification of any such changes to this Licence Agreement on Nutshell's website and will post the revised version of this Licence Agreement in this location, and may provide such other notice as Nutshell may elect in its sole discretion, which may include by email, postal mail or pop-up screen.

9. Period

This Licence Agreement shall remain in force from the effective date, unless terminated.

10. Data Protection

In accordance with the Data Protection Act 1998 no data held by Nutshell shall be provided to anyone, save for that expressly demanded by legally authorised personnel to do so.

11. Miscellaneous.

This Licence Agreement shall be deemed to have been made and executed in England without regard to conflicts of law provisions, and any dispute arising hereunder shall be resolved in accordance with English law. You agree that any claim asserted in any legal proceeding by one of the parties against the other shall be commenced and maintained in the English courts, having subject matter jurisdiction with respect to the dispute between the parties. In the event that any provision of this Licence Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible, and the remaining portions of this Licence Agreement shall remain in full force and effect. This Licence Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements.

You shall not assign or otherwise transfer all or any part of this Licence, without Nutshell’s prior written consent.