RUSHMORE REGISTER® SOFTWARE LICENCE Terms and Conditions of Use
1	Definitions
1.1	"Event" means a single conference or other event for which the Software is used to and the "Designated Number" of Events means the number thereof specified in the Owner-User Contract for which the Software may be used at any one time;
1.2	"Owner" means Rushmore Technologies Limited, a company incorporated in England & Wales under No. 04431836;
1.3	"Owner-User Contract" means the agreement between the Owner and the User for the use of the Software, whether by installation, rental or hosting;
1.4	"Software" means the software program known as Rushmore Register which is the subject of the Owner-User Contract;
1.5	"System Material" means CD’s, user manuals and other material supplied by the Owner to the User under the Owner-User Contract;
1.6	"User" means the person, firm or company whose name and address are shown on the order form and/or other documentation constituting the Owner-User Contract.
2	Application of Terms
	This Licence shall apply to all Software and Systems Material supplied by the Owner to the User in accordance with the applicable Owner-User Contract, and in the event of any apparent conflict between the terms of the Owner-User Contract (or any other contractual documentation between the Owner and the User) and this Licence, the terms of this Licence shall have priority.
3	Licence
3.1	This Licence constitutes a binding legal agreement between the Owner and the User which is entered into by the User and the Owner when the User places an order for the Software that is accepted by the Owner. The Owner will be deemed to accept the order when the Software is downloaded or when the System Material is delivered to the User by the Owner in accordance with the Owner-User Contract.
3.2	Each Owner-User Contract is entered into with the benefit of and on condition that the User will accept a non-exclusive nontransferable licence from the Owner to the User to install and use the Software and subject to the terms and conditions of this Licence.
3.3	The User has the right to use the Software for the Designated Number of Events at any one time, so that the User may continue to use the Software for successive Events provided that the number of concurrent Events to which the Software is applied at the same time may not exceed the Designated Number.
3.4	The installation of the Software shall be conducted using the directions provided by the Owner and may be installed on a single operating server or computer of the User utilizing a licence key provided by the Owner to the User for this purpose.
3.5	The User may transfer the Software between servers and to any computer of the User and may permit any number of persons to have access to and use the Software for the Designated Number of Events but not otherwise. The User may make back-up copies of the Software in support of its permitted use (provided that any back-up copy carries the Owner’s copyright notice).
3.6	Except as permitted under clause 3.5 above the User may not transfer or copy the Software or System Material or install the Software on more than one server at any time and should the User not comply with this restriction this Licence may be terminated immediately by the Owner and the User will not be entitled to use the Software in any way and the User will permit the Owner to take whatever measures the Owner thinks fit to disable or uninstall the Software without giving notice thereof to the User.
3.7	The licence to use the Software and System Material will terminate automatically if the User fails to comply with any of the terms of this Licence.
3.8	The User may not without express written permission of the Owner use the name, trademark or logo of the Owner to claim any sponsorship, endorsement, approval or affiliation or other association with the Owner by virtue of this Licence.
4	Method of Use
4.1	The User shall not without the prior written consent of the Owner use or adapt the Software or any System Material or permit the use or adaptation of the same for the purpose of merging it into any other computer program or material, shall not make any copies of the System Material and shall comply with all applicable laws or regulations relating to the Software, the System Material or its use.
4.2	The Owner alone may make any enhancement or addition to the Software required by the User and the Owner shall have no liability to the User or otherwise for any enhancement, addition or modification to the Software carried out by a third party or for any change in the User’s operation system.
5	Rights in the Software and their protection
5.1	The User shall have no right to the property in the Software or to the copyright or other intellectual property rights of the Owner of whatever nature therein, acknowledges the confidentiality thereof and the title of the Owner therein, and undertakes not to do or assist in the doing of anything which might bring the Owner’s title into question.
5.2	The User shall promptly notify the Owner of any defect or error in the Software or the System Material in its possession, whereupon the Owner shall take all proper steps to correct the same as soon as practicable by sending corrected Software or System Material to the User.
6	Restriction on the User
	The User may not and undertakes to the Owner that it will not:-
6.1	use, copy or transfer the Software except as permitted by this Licence;
6.2	sell, distribute, loan, lease, sub-licence or otherwise deal in the Software and/or the System Material;
6.3	alter, adapt, merge, modify, reverse-engineer, disassemble or decompile or translate the Software or the Manuals in any way for any purpose, including, without limitation, for error correction; or
6.4	remove, change or obscure any product identification or notices of proprietary rights and restrictions on or in the Software and/or the System Material.
7	Limited Warranty
7.1	The Owner warrants only to the User, as the original licensee, that:
	7.1.1	the Software when used properly in accordance with the instructions and specifications provided by the Owner will provide the functions and facilities and will perform substantially as described in the System Material supplied for the Software; and
	7.1.2	the media on which the Software is recorded will be free from defects in material and workmanship under normal use.
7.2	The Owner’s entire liability and the User’s exclusive remedy under the warranties given in clause 7.1 will be, at the Owner’s option, to either:
	7.2.1	repair or replace the Software or media which does not conform with the warranty or
	7.2.2	refund the price paid for the Software and terminate the Licence. This remedy is subject to the return of the Software Material with a copy of (the payment receipt) to the Owner not later than five days after the end of a period of thirty days from the date of the User’s receipt of the Software Materials or installation of the Software whichever is earlier.
8	Exclusion of other warranties
8.1	Except for the express warranties in section 7.1 the Owner makes and the User relies on no other warranties, conditions or representations, express or implied, statutory or otherwise, and without limitation the implied terms of merchantability and fitness for a particular purpose are excluded. It is the User’s responsibility to ensure that the Software is suitable for its needs and except for the warranties given in Clause 7.1, the entire risk as to the performance and results of the Software and the System Material is assumed by the User.
8.2	The Owner does not warrant or make any representations:
	8.2.1	that the Software is of merchantable quality, suitable for use by the User, or is fit for any other purpose;
	8.2.2	that operation of the Software will be uninterrupted or that the Software is error-free;
	8.2.3	regarding the results of any use of the whole or any part of the Software; or
	8.2.4	as to the accuracy, reliability or content of any data, information, service or goods obtained through any use of the whole or any part of the Software.
9	Disclaimer
9.1	In no event will the Owner be liable for any direct, consequential, incidental, or special damage or loss of any kind (including without limitation loss of profits, loss of contracts, business interruptions, loss of or corruption to data) however caused and whether arising under contract, tort, including negligence, or otherwise.
9.2	If any exclusion, disclaimer or other provision contained in this Agreement is held invalid for any reason and the Owner becomes liable for loss or damage that could otherwise be limited, such liability, whether in contract, negligence or otherwise, will not exceed the amount actually paid by the User for the Software.
9.3	The Owner does not exclude or limit liability for death or personal injury resulting from an act or negligence of the Owner.
9.4	The User acknowledges that the allocation of risk in this Agreement reflects the price paid for the Software and also the fact that it is not within the Owner’s control how and for what purposes the Software is used by the User. 10
10	General
10.1	Nothing in this Licence will affect the statutory rights of a consumer in "consumer transactions" under any applicable statute.
10.2	If any part of this Licence is held by a court of competent jurisdiction to be unenforceable the validity of the remainder of this Licence will not be affected.
10.3	This Licence is governed by the laws of England and Wales.
10.4	The parties confirm their intent not to confer any rights on any third parties by virtue of this Licence or the Owner-User contract and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this licence or the Owner- User Contract.