END USER SOFTWARE LICENSE AGREEMENT (“LICENSE”)
BY INSTALLING SITEHELPDESK.COM LTD (“SITEHELPDESK”) SOFTWARE (“SOFTWARE”), THE INSTALLING PARTY (“YOU”) ARE AGREEING TO ALL THE TERMS IN THIS LICENSE AGREEMENT AS IF IT WERE A WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. YOU MAY NOT USE THE SOFTWARE UNLESS YOU AGREE TO THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE THEN YOU MUST UNINSTALL AND DELETE ANY COPIES YOU HAVE OF THE SOFTWARE.

  1. This License shall commence upon your acceptance of it and the installation of the Software. Sitehelpdesk hereby grants you a non-exclusive, non-transferable, non-assignable, personal license for the number of operators for which you have paid a license fee to use the Software for your own internal purposes only in perpetuity until the sooner of: (i) the expiry of any evaluation and/or demonstration period (if any and subject to the provisions set out below); or (ii) until the Software is removed from the end user machines in its entirety; or (iii) the termination of the Licence by Sitehelpdesk in accordance with the terms herein.

  2. In the event that the Software has been installed for the purposes of evaluation and/or demonstration, the Software may only be used by one operator and this Licence will terminate without notice after 30 days.  The evaluation/demonstration Licence may be extended to include additional operators or for a longer than 30 day duration with the express written consent of Sitehelpdesk.

  3. If you purchase a licence to continue to use the Software, the terms of this License will continue. Sitehelpdesk provides no warranties or support in respect of the Software during the evaluation and/or demonstration period.

  4. Sitehelpdesk and its licensors, where applicable, shall have sole and exclusive ownership of all right, title, and interest in and to the Software, including all copyright and any other intellectual property rights therein. This License conveys a limited license to use the Software and shall not be construed to convey title to or ownership of the Software to You. Use of the Software is governed by the terms of this end user license agreement. 

  5. The Software is made available for downloading solely for use by the end user organisation that has registered for its use. Any reproduction or redistribution of the Software not in accordance with this License is expressly prohibited. 

  6. Without any limitations to the foregoing, any reproduction and copying of the Software to any other site, server or location for further reproduction or redistribution is expressly prohibited. You may not de-compile, reverse engineer or otherwise attempt to discover the source code or encryptions of the Software during the trial period except as permitted by English law. Once you have purchased a license for the Software then you may modify the source code of the Software strictly to the extent necessary to meet your particular internal requirements subject to the following conditions;

    6.1    You may only make modifications to the individual web pages in “Sitehelpdesk”, “Sitehelpdesk-IT”, "Sitehelpdesk-FM" and “Sitewebdesk” (the “Core Products”) covered by this Licence which does not include any of the “monitor” products licensed to you and supplied in executable form;
    6.2    You may not make modifications to the underlying database structure of the Core products unless such modifications are restricted to the addition of new tables or fields or modifications permitted in writing by Sitehelpdesk;
    6.3     You are responsible for taking and safeguarding adequate backups of the Core Product You are modifying so that the original source code of the Core Product can be reinstated if any errors occur with the modified Core Product;
    6.4     Within seven (7) days of making any modifications to a Core Product, You will provide sitehelpdesk with one copy of the source code of such modifications and any accompanying documentation and You hereby grant Sitehelpdesk an irrevocable, perpetual, worldwide, royalty free license to use and license such source code in any future releases or upgrades of the Software; and
    6.5 You are not permitted to decompile or modify, or attempt to decompile or modify, the web pages that govern the number of users licensed to use the Software.

  7. You acknowledge that in the event that You make any modifications to the source code of the any Core Product, Sitehelpdesk will not have any obligations to You in respect of support for the individual web pages modified by You.

  8. You may request Sitehelpdesk to make modifications to the Core Products on your behalf and Sitehelpdesk will provide you with an estimate for the charges for doing so. You hereby grant Sitehelpdesk an irrevocable, perpetual, worldwide, royalty free license to use and license the source code written by Sitehelpdesk for any modifications carried out by Sitehelpdesk on your behalf in any future releases or upgrades of the Software.

  9. You may not rent, lease, loan, sublicense or distribute the Software or create derivative applications

  10. In the event that:
    10.1 You breach any of the terms of this License; or
    10.2 if You pass or summon a meeting to pass a resolution for voluntary winding up or shall have a winding up petition presented against You or an application for an administration order is made in relation to You or a receiver is appointed in relation to all or any of Your assets; or You make a proposal for a voluntary arrangement as defined in the Insolvency Act 1986 (as amended) or any other arrangement with creditors or You are unable to, or shall admit your inability to, pay your debts as they fall due or shall be adjudicated or found to be insolvent (or any event analogous to any of the events set out in clause shall occur in relation to You in a jurisdiction other than England and Wales in which the Software is held by You.

    this License shall immediately terminate. In the event of such termination, You shall immediately return or destroy all copies of the Software and provide written notice to Sitehelpdesk of your compliance with this obligation.

  11. You may run the Software on one server which serves more than one location or where load balancing is required, across several related servers which together serve only one site. Installation and use at additional sites requires additional licences to be acquired. In the event that you use the Software in any country outside of the United Kingdom, you confirm that you have obtained all local licenses and consents necessary to do so. You hereby indemnify Sitehelpdesk from any failure by you so to do. 

  12. This Software is not intended for use in nuclear facilities, air traffic control or communication systems where the failure of the Software could lead to death, personal injury, or severe physical or environmental damage. Failure to comply with any terms will terminate any rights under the License.
     

  13. SITEHELPDESK.COM WARRANTS THE SOFTWARE WILL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF 90 DAYS FROM THE DATE OF PURCHASE. IF, DURING THE WARRANTY PERIOD SET FORTH, THE SOFTWARE DOES NOT MATERIALLY CONFORM WITH THE ABOVE LIMITED WARRANTY, YOU SHALL BE OBLIGATED TO NOTIFY SITEHELPDESK IN WRITING PROMPTLY AND PROVIDE SITEHELPDESK WITH SUFFICIENT DOCUMENTATION OF SUCH NONCONFORMITY TO ENABLE SITEHELPDESK TO REPRODUCE AND VERIFY THE SAME. SITEHELPDESK’S SOLE OBLIGATION WITH RESPECT TO ANY CLAIMS OF NON-CONFORMANCE WITH THE ABOVE LIMITED WARRANTY SHALL BE, AT SITEHELPDESK’S SOLE DISCRETION (I) TO PROVIDE YOU WITH INSTRUCTIONS FOR CURING SUCH NONCONFORMITY, (II) TO PROVIDE YOU WITH AN UPDATED VERSION OF SUCH ITEM WHICH IS FREE OF SUCH NONCONFORMITY, OR (III) IN THE EVENT SITEHELPDESK IS UNABLE TO ACCOMPLISH ANY OF THE ABOVE AFTER USING ITS COMMERCIALLY REASONABLE EFFORTS, ACCEPT A RETURN OF ALL SUCH NONCONFORMING SOFTWARE AND REFUND TO YOU A PRO RATA PORTION OF THE FEES PAID THEREFOR OVER THE TERM OF YOUR USE OF THE SOFTWARE. THESE REMEDIES SHALL CONSTITUTE SITEHELPDESK’S SOLE OBLIGATION, AND YOUR SOLE REMEDY, FOR ANY BREACH OF WARRANTY BY SITEHELPDESK. THE LIMITED WARRANTY SHALL NOT APPLY IN THE EVENT THAT ANY NONCONFORMITY ARISES FROM (I) ANY MODIFICATION TO THE SOFTWARE NOT MADE BY SITEHELPDESK, (II) USE OF THE SOFTWARE IN A MANNER NOT DESCRIBED IN ANY RELATED DOCUMENTATION OR THIS AGREEMENT; (III) USE OF THE SOFTWARE IN ANY UNLAWFUL, IMPROPER OR INAPPROPRIATE MANNER OR FOR ANY UNLAWFUL, IMPROPER OR INAPPROPRIATE PURPOSE, (IV) USE OF A RELEASE OF THE SOFTWARE THAT WOULD NOT BE SUPPORTED BY SITEHELPDESK UNDER A SUPPORT PROGRAM IF YOU SUBSCRIBED TO SUCH SUPPORT PROGRAM, OR (V) AS A RESULT OF THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF ANY USER OF THE SOFTWARE. .

  14. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE IS WARRANTED ONLY ACCORDING TO THE TERMS OF THIS LICENSE. SITEHELPDESK HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS WITH REGARD TO THEIR OWN AND THIRD PARTY COMPONENTS OF THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SITEHELPDESK HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF FITNESS FOR PURPOSE OR THAT IT WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE FREE OF INTERRUPTION OR ERRORS, OR THAT DEFECTS WILL BE CORRECTED, OR THAT ANY REPORTS OR OUTPUT IS ACCURATE. SITEHELPDESK AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY LOSS OR CORRUPTION OF YOUR DATA CAUSED BY UNAUTHORIZED USE OF OR ACCESS TO THE SOFTWARE.

  15. IN NO EVENT WILL SITEHELPDESK BE LIABLE FOR ANY INDIRECT LOSSES OR DAMAGES, INCLUDING ANY LOST PROFITS OR REVENUES, LOSS OF USE OF THE SOFTWARE OR ANY ASSOCIATED EQUIPMENT, DAMAGE TO ASSOCIATED EQUIPMENT OR OTHER INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PENAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE. YOUR SOLE REMEDY WITH RESPECT TO ANY CLAIMS FOR DIRECT LOSSES OR DAMAGES ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED IN THE AGGREGATE TO THE MONIES PAID BY YOU TO SITEHELPDESK UNDER THIS LICENSE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

  16. YOU AGREE THAT IN ENTERING INTO THIS AGREEMENT YOU DID NOT RELY ON ANY REPRESENTATION (WHETHER WRITTEN OR ORAL)_OF ANY KIND OR OF ANY PERSON OTHER THAN THOSE EXPRESSLY SET OUT IN THIS AGREEMENT.
     

  17. Sitehelpdesk will provide, with reasonable skill and care, after sales off-site technical support, only where a valid license has been purchased and, for each 12 month period after the first anniversary of the date of the granting of this License, an annual support fee has been paid in advance.

  18. Technical support will be provided between the usual office hours of Sitehelpdesk which are from 09:00 to 17:00 GMT and EST. .Although there is no requirement for you to upgrade the Software with each new release, technical support is limited to the current and immediately preceding release of the Software. Requests for technical support should arise from your technical support team and should be posted on the Sitehelpdesk support site by going to www.sitehelpdesk.com and following the links to the support site login. Such requests must include the information requested on the call log form and include sufficient documentation and information to enable Sitehelpdesk to verify and reproduce the error including screen shots, if requested by Sitehelpdesk. Technical support requests should only originate once you have used all of your internal resource to address the issue. Sitehelpdesk gives no representation or warranty that any technical support issue raised will be fixed or will be fixed within a specified period of time. However, Sitehelpdesk will use commercially reasonable efforts to fix technical support issues raised.  Sitehelpdesk reserves the right to amend the technical support operating hours and procedure for logging technical support requests from time to time.

  19. Additional support outside the limitations set out above will be provided at Sitehelpdesk’s rates from time to time in force. If additional licences are acquired by You after the date of this Agreement then the Software licensed under the additional licences shall only be supported by Sitehelpdesk if Sitehelpdesk is obligated to support the Software licensed under the first Agreement to licence Software to You by Sitehelpdesk (the “First Agreement”). Support and maintenance renewal for such additional licences shall be invoiced prior to the anniversary of the First Agreement with the renewal charge being adjusted to reflect the shorter or longer period between the anniversary of the Agreement granting the new licence and the anniversary of the First Agreement.

  20. You agree that because of the unique nature of the Software and Sitehelpdesk’s proprietary rights therein, a breach of this agreement by you would irreparably harm Sitehelpdesk and monetary damages would be inadequate compensation. Therefore, you agree that Sitehelpdesk shall be entitled to preliminary and permanent injunctive relief, as determined by any court of competent jurisdiction to enforce the provisions of this Agreement. If any provision of this Agreement or the Software thereof is declared void, illegal, or unenforceable, the remainder of this Agreement will be valid and enforceable to the extent permitted by applicable law. In such event, the parties agree to use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by the applicable law, achieves the purposes intended under the invalid or unenforceable provision. Any failure by any party to this Agreement to enforce at any time any term or condition under this Agreement will not be considered a waiver of that party’s right thereafter to enforce each and every term and condition of this Agreement. Neither party will be responsible for delays resulting from circumstances beyond the reasonable control of such party, provided that the nonperforming party uses reasonable efforts to avoid or remove such causes of nonperformance and continues performance hereunder within a reasonable period of such cause or causes being removed.

  21. This Agreement, (i) constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, oral and written, made with respect to the subject matter hereof, and (ii) cannot be altered except by a writing executed by an authorised representative of each party. No purchase order shall supersede this Agreement.

  22. This Agreement and its performance shall be governed by and construed in accordance with, and the parties hereby submit to, the non-exclusive jurisdiction of the laws of England and Wales.

  23. If you have any questions regarding this Agreement, or if you wish to discuss the terms and conditions contained herein, please contact Sitehelpdesk using the contact details at sitehelpdesk.com