Test-it! End User License Agreement

IMPORTANT: THIS AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN THE PERSON, COMPANY, OGANIZATION OR OTHER LEGAL ENTITY THAT HAS BEEN GRANTED A LICENSE TO USE THIS SOFTWARE (HEREINAFTER "YOU") AND KLIK IT LIMITED (HEREINAFTER “KLIK IT”). READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE.

BY USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OR DO NOT HAVE AUTHORITY TO AGREE TO THESE TERMS, THEN DO NOT ACCEPT THE AGREEMENT AND DO NOT USE THE SOFTWARE.

1. DEFINITIONS
"Klik IT" means Klik IT Limited, Atlantic House, Imperial Way, Reading, RG2 0TD, United Kingdom, registered in England No. 3669017;
“You” or “Your” means the person, company, organisation or other legal entity that has been granted a license under this Agreement;
“Agreement” means this End-User License Agreement (hereinafter “EULA”) and the terms and conditions herein;
"Software" means the Test it! Software program(s), supplied by Klik IT herewith, and related documentation, associated media, printed materials and online or electronic documentation. Any updates to such Software that are provided to You by Klik IT shall also mean Software for purposes of this Agreement;
“Full License” means the license granted to You pursuant to this Agreement that allows You to install and use the Software on one computer for commercial purposes;
"Evaluation License" means the license granted to You pursuant to this Agreement that allows You to install and use the Software on one computer solely for the purpose of reviewing and evaluating the Software;
"License Certificate" means an electronic document sent to You as evidence of Your License to use the Software on one computer, specifying the Licensed Computer’s serial number and the License Key that can be used to activate the Software on that computer for the term of the license;
“License Key” means the 40 character time-limited code provided to You by Klik IT to activate the Software for the term of the license that You have been granted, as specified on the License Certificate;
“Licensed Computer” means the computer on which You are licensed to use the Software, as specified on the License Certificate;
“License Fee” means the fee paid or to be paid to Klik IT in consideration for the grant of a Full License.

2. GRANT OF LICENSE
i) Klik IT grants to You the non-exclusive, non-perpetual and non-transferable right to install and use the Software on the Licensed Computer pursuant to the terms and conditions herein and as specified on the License Certificate.
ii) Klik IT has the full right, power and authority to enter into this Agreement and to grant the license. The Software is an original copyright work conceived, created, programmed and produced by Klik IT and in and to which the copyright and all other rights of whatsoever nature are owned and controlled by Klik IT for life of copyright and for all renewals, extensions and revivals thereof.
iii) An Evaluation License is granted at the sole discretion of Klik IT upon receipt of an evaluation request from You.
iv) A Full License is granted in consideration of the License Fee and supersedes and replaces any Evaluation License previously granted.
v) The Term of the license is specified on the License Certificate.
vi) At any time before or after the end of the Full Licence term, Klik IT may offer to grant a renewal license in consideration of the prevailing License Fee as set by Klik IT from time to time. Any such renewal license will not commence until the current license term has ended.
vii) The Software will operate only after a License Key, as specified on the License Certificate, is entered into the Software installed on the Licensed Computer. Klik IT reserves the right to provide a temporary License Key should any License Fee remain outstanding at the commencement of a Full License term.
viii) You agree that Klik IT may audit Your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by You other than in full compliance with the terms of this Agreement, You shall reimburse Klik IT for all reasonable expenses related to such audit in addition to any other liabilities You may incur as a result of such non-compliance.
ix) You may use the Software only in the conduct of Your own business and shall not directly or indirectly use or allow the Software to be used on behalf of any third party.
x) You may make one copy of the Software in form solely for backup and recovery purposes.

3. LICENSE RESTRICTIONS
i) You must not attempt to extend the operation of the Software beyond the term of any license by modifying the Software, the Licence Key or Your computer configuration or by any other means.
ii) During the term of an Evaluation License You must not use the Software for any commercial purpose other than to review and evaluate the Software to determine whether to purchase a Full License.
iii) Other than the sole purpose of backup and recovery procedures, You may not make or distribute copies of the Software.
iv) You may not alter, merge, modify, adapt or translate the Software executables, or decompile, reverse engineer, disassemble, or otherwise reduce the Software executables to a human-perceivable form.
v) You may not create derivative works based upon the Software.
vi) You may not rent, lease, or sublicense the Software.
vii) You may not use the Software for any commercial training purpose.
viii) You may not use the Software to develop any product having the same primary function as the Software.

4. TRANSFER OF LICENSE
i) In the event that you
(a) upgrade or replace the Licensed Computer causing a change in the system serial number, model number or processor feature codes; or
(b) require to move the Software from the Licensed Computer to another computer within Your company; or
(c) outsource the operation of the Software to a designated outsourcer provided that such outsourcer shall use the Software only for Your internal business purposes and agrees to be bound by the terms of this Agreement
You may request a Transfer of License. Upon receipt of Your request, Klik IT will forward a Transfer of License Declaration wherein You will agree to delete all copies the Software from the former Licensed Computer and destroy all accessible records of the License Key before using the Software on the new Licensed Computer. Upon receipt of the completed declaration, Klik IT will provide a new License Certificate, including a License Key for the new Licensed Computer.
ii) If You are using more than one version of the Software on the former Licensed Computer You must transfer all versions of the Software to the new Licensed Computer and delete all copies of the Software from the former Licensed Computer.
iii) Klik IT reserves the right to make a small administration charge to process Your transfer of license request not exceeding £75(GBP) per license per transfer if the number of transfer requests exceeds one per license term.
iv) Klik IT reserves the right to decline a transfer of license request if it reasonably suspects that such a request:
(a) will lead to unlicensed use of the Software; or
(b) forms part of a scheme to use the Software on more than one computer during the term of a license thereby avoiding the requirement to purchase multiple licenses; or
(c) will otherwise breach this Agreement.

5. UPGRADES
i) If You receive an upgraded version copy of the Software You must possess a current unexpired license to use an earlier version copy of the Software in order to use the upgraded version copy.
ii) You may continue to use any earlier version copy of the Software to which an upgrade version copy relates on Your computer after You install the upgrade copy, provided that
(a) the upgrade copy and the earlier version copy are installed and used on the same computer only; and
(b) if You request a transfer of license You transfer all copies of the Software to the new Licensed Computer and delete all copies from the former Licensed Computer.
iii) Klik IT reserves the right to withdraw support for an earlier version of the Software three months following the availability of an upgraded version.

6. MAINTENANCE SERVICE
i) For the term of the license, Klik IT will:
(a) offer such assistance as is necessary to ensure that the Software will perform substantially in accordance with the documentation supplied with the Software; and
(b) provide access to an email and telephone (English speaking) support service between the hours of 0900 and 1700 local UK time, Monday to Friday excluding UK bank holidays; and
(c) provide Software updates (via internet download) that Klik IT, at its sole discretion, may from time to time develop and release.
ii) Klik IT reserve the right to withdraw support for an earlier version of the Software three months following the availability of an upgraded version.

7. OWNERSHIP
i) Nothing contained herein shall be construed as the surrender or transfer by Klik IT of any of its rights to the Software including, but not exclusively, the title, intellectual property, copyright and trademarks.
ii) All rights not specifically granted in this EULA are reserved by Klik IT.

8. PAYMENT, TAXES AND CHARGES
i) All quoted License Fees are exclusive of Value Added Tax (VAT) and any other applicable taxes unless otherwise stated.
ii) Upon Your purchase of a Full License, Klik IT will invoice You for the agreed License Fee, plus Value Added Tax (VAT) and any other applicable taxes at their prevailing rates and payment will be due immediately.
iii) Klik IT reserve the right to provide a temporary License Key should any License Fee remain outstanding at the commencement of a Full License term. Any such temporary key will be replaced by a full term key upon settlement of the relevant unpaid invoice.

9. PERSONAL DATA
i) In order to provide You with a License Certificate and License Key, Klik IT must process Your personal data and/or private data relating to Your computer system. Klik IT shall only process such personal and/or private data during the term of Your license and will retain such personal and/or private data for a maximum of one year after the expiry of Your license, except for data necessary for normal identification, contact and communication, which Klik IT will use in connection with its normal operations.
ii) For purposes of this Agreement, personal data means any data of a personal nature including Your name, postal address, email address, credit card or other banking information and any other similar information about You.
iii) Klik IT will take all reasonable steps to protect Your personal and/or private data from unauthorised use.
iv) Before providing personal and/or private data, You will be able to read our privacy statement on Klik IT’s website at www.klik it.co.uk

10. LIMITED WARRANTY AND DISCLAIMER
i) Klik IT warrants that for the term of the license the Software will:
(a) perform substantially in accordance with the documentation supplied with the Software; and
(b) will be free of material defects.
ii) EXCEPT AS SET FORTH IN THE FOREGOING LIMITED WARRANTY WITH RESPECT TO SOFTWARE, KLIK IT DISCLAIM ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. KLIK IT DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
iii) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY KLIK IT, ITS RESELLERS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.

11. EXCLUSIVE REMEDY
i) The Licensor’s entire liability and Licensee’s exclusive remedy relative to the Software shall be for Licensor, at its option, to:
(a) replace the Software that does not meet the limited warranty described herein; or
(b) make reasonable effort to correct any errors in the Software which prevent the Software from substantially performing as described in the user documentation; or
(c) refund the purchase price for the current unexpired license to use the Software.
ii) THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE AND RELATED DOCUMENTATION.

12. LIMITATION OF LIABILITY
i) NEITHER KLIK IT NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF KLIK IT OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
ii) KLIK IT’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE CURRENT UNEXPIRED LICENSE TO USE THE SOFTWARE THAT CAUSED SUCH DAMAGE.

13. BASIS OF BARGAIN
i) The Limited Warranty and Disclaimer, Exclusive Remedy and Limited Liability set forth above are fundamental elements of the basis of the Agreement between Klik IT and You. Klik IT would not be able to provide the Software on an economic basis without such limitations.

14. TERM AND TERMINATION
i) This Agreement shall commence upon the date on which it is accepted by You by using the Software and shall remain in force until the non-renewal and subsequent expiry of all licenses granted hereunder.
ii) This Agreement shall immediately terminate and any unexpired licenses will immediately expire if You materially breach any representation, warranty, obligation or provision of this Agreement and do not remedy such breach within 14 days of being notified of the breach.
iii) Upon termination of this Agreement for any reason You shall immediately cease use of and delete any and all forms of the Software from Your computer(s) and backup media and return to Klik IT or destroy any and all related media, materials and/or documentation.

15. COMPLETE AGREEMENT
i) This EULA contains the complete Agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous Agreements or understandings, whether oral or written.
ii) You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by You in relation to the Software licensed hereunder shall be of no effect.
iii) The failure or delay of Klik IT to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.

16. GENERAL
i) This Agreement shall be governed by and construed in accordance with the Laws of England and be subject to the exclusive jurisdiction of the English Courts.
ii) If any provision of this Agreement shall be 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 Agreement will remain in full force and effect.
iii) No Klik IT reseller, agent or employee is authorized to make any amendment to this EULA unless such amendment is in writing and signed by a serving Director of Klik IT.
iv) “Klik IT”, “Test it!” and other names contained in the Software are trademarks or registered trademarks of Klik IT in the United Kingdom and/or other countries. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software.