Legal Agreements

World Wide Technology Group, Solutions Provider

Technical Support Agreement

The following is our Technical Support Agreement which you agree to when using our support services.

WWTECH TECHNICAL SUPPORT AGREEMENT

IMPORTANT: THIS TECHNICAL SUPPORT AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (EITHER INDIVIDUALLY OR COLLECTIVELY ON BEHALF OF YOUR BUSINESS ENTITY) AND THE WORLD WIDE TECHNOLOGY GROUP LIMITED.  READ IT CAREFULLY.  AMONG OTHER PROVISIONS, IT CONTAINS TERMINATION AND WARRANTY INFORMATION AND LIABILITY DISCLAIMERS.  BY CLICKING THE “I AGREE” BUTTON AND USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS TECHNICAL SUPPORT AGREEMENT.  IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT USE THE SERVICES. CONTINUED USE OF THIS SOFTWARE SIGNIFIES YOUR CONTINUED ACCEPTANCE OF THESE TERMS AND ANY FUTURE CHANGES TO THEM.

1.Definitions.

1.1 “Agreement” means this Technical Support Agreement.

1.2 “Applicable Law” means applicable international, federal, state or local laws, statutes, ordinances, regulations or court orders.

1.3 “Beta Version” means any version of the Software released by WWTECH / WE INTEGRATE for testing as determined by WWTECH in its sole discretion, including without limitation versions of the Software designated by WWTECH as “BETA”.

1.4 “Effective Date” has the meaning given in the Support Pricing Agreement.

1.5  “EULA” means the applicable End-User License Agreement for the Software.

1.6 “Incident” means a request by you for assistance in addressing a single technical problem relating to the Software.  WWTECH shall make the final determination as to what constitutes an “Incident” in its sole discretion.

1.7 “Intellectual Property Rights” means trade secret rights, rights in know-how, moral rights, copyrights, patents, trademarks (and the goodwill represented thereby), and similar rights of any type under Applicable Law, including all applications for and registrations of any of the foregoing.

1.8 “Licensee” means, as applicable, (i) an authorized third-party end user of the Software who obtained a Software License from You, or (ii) You

1.9 “Normal Business Hours” means (a) twenty-four hours a day, seven days a week in the case of technical support related Incidents; and (b) 8:00 a.m. to 7 p.m. Eastern Standard Time during business days and excluding holidays in the case of billing related Incidents.  WWTECH may amend the definition of “Normal Business Hours” from time to time in its sole discretion by providing notice of such change on its website.

1.10    “Priority Support” means the Services provided by  THE WORLD WIDE TECHNOLOGY GROUP to individuals or entities who have purchased Priority Support from WWTECH.

1.11    “Priority Support Fees” has the meaning given in Section 4 (Priority Support Fees).

1.12    “Scheduled Service Outage” means a period of time specified by WWTECH during which WWTECH will not provide the Services.

1.13    “Services” means the technical support services provided by WWTECH in connection with this Agreement whether such services are provided via email, telephone support, the WWTECH website (including without limitation the WWTECH Client Area, the documentation, Frequently Asked Questions or discussion forums located on the website) or by any other means.

1.14    “Software” means the WWTECH / WE INTEGRATE software program(s) for which you are seeking the Services, and corresponding documentation, source code, object code, Updates, user interfaces (including without limitation any web-based interfaces), printed materials and online or electronic documentation, excluding any third-party components.

1.15    “Standard Support” has the meaning given in Section 2.7.2 (Eligibility for Submission of Incidents).

1.16    “Submissions” has the meaning given in Section 3.5 (Submissions).

1.17    “Support Pricing Agreement” means, as applicable, (a) this Agreement and any other agreement entered into between you and WWTECH for the provision by WWTECH of Technical Support, as applicable, which sets forth (among other things) the term, any applicable support fees and the number of Incidents you may submit under the agreement; (b) any Pricing and Term Agreement entered into between you and WWTECH with respect to the Software which sets forth (among other things) the term, any applicable Support Fees and the number of Incidents you may submit under this Agreement; (c) any technical support provisions of the WWTECH EULA entered into between you and WWTECH; (d) the term, termination and the technical support provisions of any other agreement entered into between you and a WWTECH Licensee or reseller for the provision of technical support services related to the Software. The Support Pricing Agreement is hereby incorporated by reference and made a part of this Agreement as though fully set forth herein.

1.18    “Term” has the meaning given in the Support Pricing Agreement.

1.19    “Territory” means the world, except to the extent that the provision of the Services or the use or distribution of the Software in certain countries or regions would cause either party to violate Section 9.13 (Export Controls).

1.20    “Third Party Users” means, as applicable, (i) an authorized third-party end user of the Software who obtained a Software License from You, or (ii) You.

1.21    “Trademarks” means all domestic and international trademarks, service marks, logos, trade names, trade dress, including all goodwill represented by each of the foregoing, whether registered or unregistered, of WWTECH including without limitation the WWTECH logo.  WWTECH may add to the foregoing nonexclusive list of Trademarks in its sole discretion from time to time.

1.22    “Unscheduled Service Outage” means a period of time during which WWTECH is unable to provide the Services or during which it is not commercially reasonable for WWTECH to provide the Services as a result of unforeseen circumstances including but not limited to force majeure events such as those set forth in Section 9.1 (Force Majeure).

1.23    “Updates” means any bug fixes, patches and other modifications of the Software provided by WWTECH.

1.24    “WWTECH” means "World Wide Technologies Propritery Limited".

1.25    “WWTECH Anonymous Usage Data” means all data collected by WWTECH in connection with the use of the Software by You, including (a) the licensed or unlicensed status of the Software; (b) the source from which the license for the Software was obtained; and (c) information about the server upon which the Software is installed including (i) the public IP address, (ii) the operating system, (iii) web server version, (iv) the use of any virtualization technologies on such server, and (v) data utilized to prevent and combat various server attacks by hackers or their hardware, including but not limited to assaults such as spam attacks, brute force attacks, dictionary attacks, phishing, pharming, and the like. Additionally, “WWTECH Anonymous Usage Data” may also include information collected by WWTECH from time to time concerning which features of the Software are most often used in order to improve and make adjustments to the Software, including, but not limited to the number of active modules, PHP version, mySQL version, installed PHP extensions, installed add-on modules, template utilization, and the number of active administrators, domains, servers, and active clients.

1.26    “WWTECH Client Area” means WWTECH customer service and Incident tracking system or such successor system as WWTECH may designate from time to time which is presently available at http://www.worldwidetech.com.au/members or such other URL as WWTECH may designate from time to time.

1.27    “WWTECH Licensee” means an individual or entity that has obtained one or more valid licenses for the Software.

1.28    “You” or “Your” means or refers to the individual or entity entering into this Agreement with WWTECH, whether or not such terms are capitalized in this Agreement.

2.Services.

2.1 Provision of Services by WWTECH.  Subject to the terms and conditions of this Agreement, WWTECH shall use commercially reasonable efforts to provide You with the Services during the Term provided that you have not exceeded (a) the number of Incidents set forth by the Support Pricing Agreement; or (b) a commercially reasonable number of incidents as determined by WWTECH if the Support Pricing Agreement does not specify the maximum number of Incidents.  Notwithstanding the foregoing, WWTECH may in its sole discretion elect to provide, to not provide or to provide on a limited basis (a) the Services for Standard Support; and (b) the Services for Beta Versions of the Software.

2.2 Normal Business Hours.  WWTECH shall use commercially reasonable efforts to provide the Services during Normal Business Hours, except in the event of a Scheduled Service Outage or an Unscheduled Service Outage.

2.3 Scope of Services.  WWTECH will provide the Services only in connection with Incidents that it determines are related to the Software or any third-party applications included with the Software.  WWTECH will not provide the Services for Incidents that it determines are related to third-party software not included with the Software, operating systems, hardware or networks unless WWTECH determines, on a case-by-case basis and in its sole discretion, that such issues are reasonably related to the Software or any third-party applications included with the Software.

2.4 Web and Email Support.  WWTECH shall use commercially reasonable efforts to provide the Services via its website using the WWTECH Client Area or via email communications.  WWTECH shall provide the Services, and all Incidents shall be submitted, in the English language only.

2.5 Location of Services.  WWTECH shall use commercially reasonable efforts to provide the Services at any facility it designates for the provision of such Services.  The origin from which a particular Incident is submitted may be located in anywhere in the Territory.  WWTECH shall not provide all the Services “on site.”

2.6 Submission of Incidents.

2.6.1   WWTECH Client Area.  Support must be purchased and all Incidents must be submitted via the WWTECH Client Area.

2.6.2   Submission Details.  In order for WWTECH to provide the Services to you, you must provide all information requested by WWTECH with respect to each Incident.  If you fail to provide sufficient detail regarding the Incident, WWTECH shall not be obligated to provide the Services to you and the limited warranty of Section 6.2 (Limited Warranty) shall not apply to the Incident.

2.7 Service Levels.

2.7.1   Standard Support. Any Licensee may submit Incidents to the WWTECH Client Area in the Support Center section of the WWTECH Client Area.  Standard Support is provided on a “best efforts” basis with no guarantees of response time

2.7.2   Priority Support. WWTECH offers paid support which is available 8 hours a day, 5 days per week and has a 1 hour guaranteed response time during these hours.  Any WWTECH Licensee is eligible to purchase Priority Support through the WWTECH Client Area.  Pricing for Priority Support may be found in the WWTECH Client Area and is hereby incorporated into this Agreement by reference.

2.7.3   Subscription Requirements. Licensees are required to have a “Support & Updates” subscription enabled in order to receive Standard Support or Priority Support.

2.7.4   Bulk Discounts on Support Fees.  If You are interested in purchasing (or prepaying for) bulk Priority Support tickets for multiple Incidents, please contact WWTECH for further details.

2.7.5   Priority of Support.  WWTECH will use commercially reasonable efforts prioritize its response to Incidents depending upon the level of support and fees paid applicable to such Incidents.  Notwithstanding the foregoing sentence, WWTECH may elect to prioritize its response to a given Incident depending upon the relative severity of the support issues reported in other Incidents pending in the WWTECH Client Area regardless of the type of support applicable to such Incidents.

2.7.6   Escalation of Incidents.  WWTECH maintains internal escalation procedures with respect to Incidents.  In the event that a WWTECH representative is unable to find a resolution to the Incident (assuming a resolution is commercially feasible), WWTECH will escalate the Incident in accordance with its internal escalation procedures.  WWTECH may change its internal escalation system from time to time within its sole discretion.

2.7.7   Support Levels.  Subject to Section 2.7.5 (Priority of Support), WWTECH will use commercially reasonable efforts to resolve all Incidents as soon as reasonably possible, but does not make any representations or warranties as to the timeliness of the resolution of any Incident.  WWTECH shall resolve all Incidents subject to Section 2.8 (Resolution of Incidents).

2.8 Resolution of Incidents.  In the event that WWTECH resolves your Incident, or makes a determination that no resolution is commercially feasible, WWTECH will provide you notice through the WWTECH Client Area and close the Incident on such system.  Alternatively, WWTECH may determine whether a support issue raised in an Incident constitutes a bug in the Software (“Software Bug”) or a request for a new feature (“Feature Request”).  If WWTECH determines that a support issue raised in an Incident constitutes a Software Bug or a Feature Request, WWTECH will close the Incident and determine whether such Software Bug or Feature Request should be forwarded to WWTECH’s development team for further consideration and possible correction or inclusion into the Software.  Any information, feedback, ideas or suggestions you provide to WWTECH with respect to a Software Bug or Feature Request shall be deemed a Submission.  WWTECH shall in its sole discretion determine:  (a) whether an Incident has been resolved; (b) whether a resolution is commercially feasible; (c) whether a support issue raised in an Incident constitutes a Software Bug or Feature Request; and (d) whether or not and when to close an Incident.  WWTECH will not provide the Services for closed Incidents.

2.9 Support Data.  In order to provide the Services to you, WWTECH may collect information from you including but not limited to: (a) IP addresses, usernames and passwords necessary to login to the FTP, WWTECH Software or other means deemed necessary by WWTECH Staff; (b) the usernames and passwords necessary to login into any account affected by the Incident, including email accounts, WWTECH Licensee accounts, administrative accounts and other accounts; (c) other information that you voluntarily supply or that WWTECH requests in order to resolve your Incident; and (d) WWTECH Anonymous Usage Data ((a) through (d) collectively, “Support Data”).  WWTECH will use commercially reasonable efforts to preserve the security of the Support Data by using reasonable physical and electronic security measures (except to the extent WWTECH is required or permitted to disclose, access or use such information by Applicable Law), but WWTECH cannot guarantee the security of such data.  To the extent that Applicable Law requires that you obtain any consents, permissions or licenses from third parties or to give any notices or disclaimers to third parties prior your disclosure of Support Data to WWTECH, you agree to comply with such Applicable Laws prior your disclosure of Support Data to WWTECH.

2.10    License Exchange.  You agree that this the terms and conditions of this Agreement and the Support Pricing Agreement shall supersede any prior agreement and between you and WWTECH applicable to any support services provided by WWTECH to you with respect to the Software.

2.11    Conduct.  You agree that any illegal, lewd, abusive, profane or otherwise disturbing submissions by You to WWTECH shall constitute a material breach of this Agreement giving rise to WWTECH’s termination rights in Section 5.2.

3.  Intellectual Property Rights.

3.1     Ownership.  WWTECH owns all right, title and interest, including all Intellectual Property Rights, in and to, (a) the Software; (b) the Trademarks; (c) the Services; and (d) any and all Submissions (collectively, “WWTECH IP Rights”).

3.2     No Contest.  You acknowledge and agree that the WWTECH IP Rights are and shall remain the sole and exclusive property of WWTECH.  You agree that You shall never oppose, seek to cancel, or otherwise contest WWTECH’s ownership of the WWTECH IP Rights or act in any manner that would or might conflict with or compromise WWTECH’s ownership of the WWTECH IP Rights, or similarly affect the value of the WWTECH IP Rights.  Whenever requested by WWTECH, You shall execute such documents as WWTECH may deem necessary or appropriate to confirm, maintain or perfect WWTECH’s ownership of the WWTECH IP Rights.  In the event WWTECH is unable, after using its reasonable endeavours (which shall not require WWTECH to incur any costs), to secure Your signature on any document or documents needed to apply for or to confirm, maintain or perfect WWTECH’s ownership of the WWTECH IP Rights for any other reason whatsoever, You hereby irrevocably designate and appoint WWTECH as Your duly authorized attorney-in-fact, to act for and on Your behalf and stead to execute and sign any document or documents and to do all other lawfully permitted acts to confirm, maintain or perfect WWTECH’s ownership of the WWTECH IP Rights with the same legal force and effect as if executed by You.  In the event You become aware that any third party is, or may be, infringing the WWTECH IP Rights, You agree to notify WWTECH of such fact.

3.3     No Implied License or Ownership.  Nothing in this Agreement or the performance thereof, or that might otherwise be implied by law, will operate to grant you any right, title or interest, implied or otherwise, in or to the WWTECH IP Rights.

3.4     Submissions.  With respect to any feedback, suggestions or ideas (“Submissions”) that you submit to WWTECH concerning the Software, Services, or any of WWTECH’s products or services, you agree that: (a) your Submissions will automatically become the property of WWTECH, without any compensation to you; (b) WWTECH may use or redistribute the Submissions for any purpose and in any way; (c) WWTECH is not obligated to review any Submissions; and (d) WWTECH is not obligated to keep any Submissions confidential.

4     Priority Support Fees.  As a condition of the provision of the Services by WWTECH under this Agreement, you shall pay WWTECH the amounts for Priority Support Fees You agreed to pay via the WWTECH Client Area in accordance with the payment terms contained therein.  All Support Fees are subject to change at any time.

5     Term and Termination.

5.1 Term.  This Agreement shall commence on the date of Your execution of this Agreement and shall automatically expire at the end of the Term.

5.2 Termination.  WWTECH may terminate this Agreement (a) in the event of your breach of this Agreement upon 30 days notice to you if such breach remains uncured after the expiration of the 30 day notice period; or (b) immediately without notice in the event of Your material breach of this Agreement.  You acknowledge and agree that any breach by You of the following provisions of the Agreement shall each constitute a material breach: (i) any conduct inconsistent with the WWTECH IP Rights as set forth in Section 3 (Intellectual Property Rights); (ii) any purported or attempted assignment, transfer, sale or other disposition or delegation of this Agreement or your rights and obligations with respect to this Agreement in violation of Section 9.8 (Assignment); (iii) any breach of Section 4 (Fees); and (iv) any breach of your representations and warranties under Section 6.1 (Mutual Representations).  Additionally, a material breach by you of any agreement or contract between you and WWTECH, including without limitation a breach of WWTECH's Trademark Usage Policy, any applicable EULA or the Partner NOC Agreement shall be deemed a material breach of this Agreement and shall give rise to WWTECH’s right to terminate as set forth in this Section 5.2.  The foregoing list of material breaches is a nonexclusive list.

5.3 Survival.  Sections 1 (Definitions), 3 (Intellectual Property Rights), 4 (Support Fees), 5 (Term and Termination), 6.3 (Disclaimer), 7 (Limitation on Liability), 8 (Indemnification) and 9 (Miscellaneous) shall survive termination or expiration of this Agreement for any reason.

6   Warranties; Disclaimer.

6.1 Mutual Warranties.  Each party hereto warrants to the other party that: (a) such party has the full right, power and authority to enter into this Agreement on behalf of itself and to undertake to perform the acts required of it hereunder; (b) the execution of this Agreement by such party, and the performance by such party of its obligations and duties to the extent set forth hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; (c) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its representations, warranties, terms and conditions; and (d) such party will comply with all Applicable Laws related to the Services and the performance of its obligations under this Agreement.

6.2 Limited Warranty.  WWTECH will use commercially reasonable efforts to resolve any Incident for which you have purchased Telephone Support.  If WWTECH determines, pursuant to Section 2.8 (Resolution of Incidents), that it is us unable to resolve the Incident in a commercially feasible manner, WWTECH will refund any Support Fees associated solely with the telephone support.

6.3 Disclaimer.  EXCEPT AS SET FORTH IN THE LIMITED WARRANTY OF SECTION 6.2, THE SERVICES ARE PROVIDED “AS IS” AND WWTECH HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES, OR THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE SERVICES AND ANY DATA ACCESSED THEREFROM, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  WWTECH DOES NOT WARRANT THAT THE SERVICES ARE OR SHALL BE ERROR-FREE OR WILL BE PROVIDED WITHOUT INTERRUPTION.  IF THE SERVICES ARE DEFECTIVE, YOU ASSUME THE SOLE RESPONSIBILITY FOR THE ENTIRE COST OF ALL REPAIR OR INJURY OF ANY KIND, EVEN IF WWTECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH A DEFECT OR DAMAGES.

6.3.1   IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OR THE MINIMUM ALLOWED DURATION UNDER SUCH APPLICABLE LAW.

6.3.2   NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WWTECH, ITS AFFILIATES, LICENSEES, DEALERS, SUB-LICENSORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED IN SECTION 6.2.

6.3.3   SOME JURISDICTIONS DO NOT ALLOW RESTRICTIONS ON IMPLIED WARRANTIES SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.

7.Limitation of Liability.

7.1 Lost Profits; Consequential Damages.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WWTECH WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, BUSINESS INTERRUPTION, OR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING, WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF WWTECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Total Cumulative Liability; Exclusive Remedy.  EXCEPT FOR AMOUNTS OWED BY YOU TO WWTECH UNDER SECTION 4, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WWTECH’S AGGREGATE LIABILITY FOR DIRECT DAMAGES, UNDER THIS AGREEMENT (CUMULATIVELY) SHALL BE LIMITED TO THE TOTAL FEES COLLECTED BY WWTECH FOR THE INDIVIDUAL INCIDENT SUPPORT PURCHASED UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT FOR ANY BREACH OF THE LIMITED WARRANTY IN SECTION 6.2 YOUR SOLE AND EXCLUSIVE REMEDY AND WWTECH’S ENTIRE LIABILITY SHALL BE FOR WWTECH TO REFUND THE SUPPORT FEES PAID FOR THAT INCIDENT.  THE REMEDIES IN THE FOREGOING SENTENCE ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICES AND YOU MUST REPORT ANY NON-COMPLIANCE WITH THE LIMITED WARRANTY OF SECTION 6.2 IN WRITING TO WWTECH NO MORE THAN TEN (10) DAYS FOLLOWING CLOSURE OF THE TICKET.

8. Indemnification.  You shall indemnify, defend and hold harmless WWTECH and its directors, officers, staff, employees and agents and their respective successors, heirs and assigns and WWTECH affiliates (and their its directors, officers, staff, employees and agents and their respective successors, heirs and assigns) (collectively, the “WWTECH Parties”) from and against any liability, damage, loss or expense (including reasonable lawyers’ fees and expenses of litigation) incurred by or imposed upon the WWTECH Parties or any one of them in connection with any claims, suits, actions, demands or judgments (“Claims”) related directly or indirectly to or arising out of (a) a breach of your representations, warranties or obligations under this Agreement; (b) in the event that you submit Incidents on behalf of Licensees, (i) a breach of a Licensees’ representations, warranties or obligations under any provisions in a Third Party User’s support agreement relating to WWTECH, the Software or the Services; and (ii) any Claims based upon or arising from any allegation that a third-party Licensee was harmed due to any termination or suspension of the Services to such user by WWTECH pursuant to the terms and conditions of this Agreement; provided, however, that in any such case WWTECH or its affiliates, as applicable, (x) provide you with prompt notice of any such claim; (y) permit you to assume and control the defence of such action upon your written notice to WWTECH of your intention to indemnify; and (z) upon your written request, and at no expense to WWTECH or its affiliates, provide to you all available information and assistance reasonably necessary for you to defend such claim.  You will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to the WWTECH Parties, without WWTECH’s prior written consent, which will not unreasonably be withheld.  You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable lawyers’ fees and costs awarded against or otherwise incurred by WWTECH or it affiliates in connection with or arising from any such claim.

9. Miscellaneous.

9.1 Force Majeure.  No party will be liable for any failure or delay in performance of any of its obligations hereunder if such delay is due to acts of God, fires, flood, storm, explosions, earthquakes, general Internet outages, acts of war or terrorism, riots, insurrection or intervention of any government or authority; provided, however, that any such delay or failure will be remedied by such party as soon as reasonably possible.  Upon the occurrence of a force majeure event, the party unable to perform will, if and as soon as possible, provide written notice to the other parties indicating that a force majeure event occurred and detailing how such force majeure event impacts the performance of its obligations.

9.2 Independent Contractors.  It is the intention of the parties that WWTECH and you are, and will be deemed to be, independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between WWTECH and you.

9.3 Choice of Law; Venue; Jurisdiction.  This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes and claims) are governed by and construed in accordance with the laws of England and Whales. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes and claims).

9.4 Entire Agreement.  This Agreement, together with any Exhibits hereto, represents the entire agreement between the parties with respect to the subject matter hereof and thereof and will supersede all prior agreements and communications of the parties, oral or written.

9.5 Basis of Bargain.  Section 6.2 (Limited Warranty), Section 7 (Limitations on Liability; Exclusive Remedies) and Section 8 (Indemnification) are fundamental elements of the basis of the agreement between WWTECH and you and shall inure to the benefit of WWTECH.  WWTECH would not be able to provide the Software on an economic basis without such limitations.

9.6 Severability.  If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

9.7 Amendment or Modification.  This Agreement is subject to change without prior notice from WWTECH. You shall be deemed to have accepted any changes or modifications by your continuing use of the Software. Additionally, this Agreement may not be amended, modified, or supplemented by You in any manner, except by an instrument in writing signed and agreed to by WWTECH.

9.8 Assignment.  This Agreement may not be assigned, transferred, delegated, sold or otherwise disposed of, including without limitation by operation of law, other than as expressly set forth in this Section 9.8.  This Agreement may be assigned, transferred, delegated, sold or otherwise disposed of in its entirety by WWTECH in its sole discretion.  In addition, WWTECH may delegate its performance under this Agreement in whole or in part to one or more affiliates, provided that WWTECH will remain liable and responsible for any performance or obligation so delegated.  A party’s permitted successors or assignees must agree as a condition precedent to any assignment, transfer or delegation to fully perform all applicable terms and conditions of this Agreement.  No party may assign this Agreement to any entity that lacks sufficient assets and resources to continue to perform, to contractually required standards, all assigned obligations for the remainder of the Term.  This Agreement will be binding upon and will inure to the benefit of a party’s permitted successors and assigns.  Any purported assignment, transfer, delegation, sale or other disposition in contravention of this Section 9.8, including without limitation by operation of law, is null and void.

9.9 Waiver.  Any of the provisions of this Agreement may be waived by the party entitled to the benefit thereof.  No party will be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically set forth in such writing.  A waiver with reference to one event will not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event.

9.10    Remedies Cumulative.  Except as expressly set forth herein, no remedy conferred upon the parties by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy will be cumulative and will be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity.

9.11    No Third-Party Beneficiaries.  This Agreement is made for the benefit of the parties only, and this Agreement is not for the benefit of, and was not created for the benefit of, any third parties. Except for the provisions of Clause 8 which are intended to be enforceable by the Persons respectively referred to therein (each, a "Beneficiary") by virtue of the Contracts (Rights of Third Parties) Act 1999, the Parties do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Agreement (including without limitation any Third Party Users). Notwithstanding the previous sentence, this Agreement may be terminated or varied in any way and at any time by the Parties without the consent of any Beneficiary

9.12    Notices.  All notices or questions relating to this Agreement shall be directed to: WWTECH Limited, Attention:  Legal Department, Suite 17, Linford Forum, Rockingham Drive, Linford Wood, Milton Keynes, MK14 6LY, United Kingdom. Any notice required to be given under this Agreement shall be deemed given by WWTECH when sent to you by email, telephone, fax or mail to the contact information supplied by you to WWTECH.  You may update such information from time to time upon written notice to WWTECH at the address in this Section 9.12.  Any failure by you to provide WWTECH with updated contact information will not invalidate the effectiveness of any notice sent by WWTECH to the contact information previously supplied by you.

9.13    Export Controls.  The parties agree to comply fully with all Applicable Laws, or of any foreign government to or from where a party is shipping to in connection with the import, export or re-export, directly or indirectly, of the Software mentioned in this Agreement.

9.14    Time-Limited Claims.  Regardless of any Applicable Law to the contrary, you agree that any claim or cause of action arising out of or related to the Software or this Agreement, must be filed within one year after such claim or cause of action arose or be forever barred.

End User License Agreement

The following is our EULA which you agree to by installing or otherwise using our software.

World Wide eEchnology Group END USER LICENSE AGREEMENT

IMPORTANT: THIS SOFTWARE END-USER LICENSE AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (EITHER INDIVIDUALLY OR COLLECTIVELY ON BEHALF OF YOUR BUSINESS ENTITY) AND WWTECH LIMITED. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE.  AMONG OTHER PROVISIONS, IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS TERMINATION AND WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY INSTALLING AND USING THE SOFTWARE, YOU CONFIRM YOUR ACCEPTANCE OF THE SOFTWARE AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA.  IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT INSTALL THE SOFTWARE AND RETURN THE SOFTWARE TO YOUR WEBSITE OR PLACE OF PURCHASE FOR A FULL REFUND.  CONTINUED USE OF THIS SOFTWARE SIGNIFIES YOUR CONTINUED ACCEPTANCE OF THESE TERMS AND ANY FUTURE CHANGES TO THEM.

1.    Definitions.

1.1  “Activated” has the meaning given in Section 2.4.2.

1.2  “Agreement” means both the EULA and the Pricing and Term Agreement.

1.3  “Applicable Law” means applicable international, federal, state or local laws, statutes, ordinances, regulations or court orders.

1.4  “Beta Version” means any version of the Software released by WWTECH for testing as determined by WWTECH in its sole discretion.

1.5  “Effective Date” has the meaning given in the Pricing and Term Agreement.

1.6   “EULA” means this End-User License Agreement.

1.7  “Intellectual Property Rights” means trade secret rights, rights in know-how, moral rights, copyrights, patents, trademarks (and the goodwill represented thereby), and similar rights of any type under the laws of any governmental authority, domestic or foreign, including all applications for and registrations of any of the foregoing.

1.8  “Pricing and Term Agreement” means, as applicable, (a) the Pricing and Term Agreement entered into between You and WWTECH in connection with the license of the Software which sets forth (among other things) pricing, term and payment provisions of this Agreement; (b) the pricing and payment provisions located at www.WWTECH.com (or such other URL as WWTECH may designate from time to time); and/or (c) the pricing and payment provisions of any agreement between You and a WWTECH reseller (or other third party authorized to grant You the license) pursuant to which You obtained a license to use the Software.  The Pricing and Term Agreement is hereby incorporated by reference and made a part of this Agreement as though fully set forth herein.

1.9  “Software” means the WWTECH software program(s) supplied by WWTECH together with this Agreement, and corresponding documentation, source code, object code, Updates, user interfaces (including without limitation any web-based interfaces), printed materials and online or electronic documentation, excluding any third party components.

1.10 “Term” means the term of this Agreement as set forth by the term of the license obtained by You (a) in connection with the Pricing and Term Agreement; or (b) from a WWTECH reseller or other third party authorized to grant You the license.

1.11 “Territory” means the world, except to the extent that use or distribution of the Software in certain countries or regions would cause either party to violate Section 9.13 (Export Controls).

1.12 “Trademarks” means all domestic and international trademarks, service marks, logos, trade names, trade dress, including all goodwill represented by each of the foregoing, whether registered or unregistered, of WWTECH including without limitation, WWTECH and the WWTECH logo. WWTECH may add to the foregoing nonexclusive list of Trademarks in its sole discretion from time to time.

1.13 “Third Party Users” and “Licensee” both mean, as applicable, (i) an authorized third-party end user of the Software who obtained a Software License from You, or (ii) You.

1.14 “Updates” means any bug fixes, patches and other modifications of the Software provided to You by WWTECH.

1.15 “Virtual Private Server” means a virtual server operating on a single physical server upon which multiple virtual servers may operate.

1.16 “You” or “Your” means or refers to the individual or entity entering into this Agreement with WWTECH, whether or not such terms are capitalized in this Agreement.

1.17  “WWTECH” means WWTECH Limited.

1.18 “WWTECH Anonymous Usage Data” means all data collected by WWTECH in connection with the use of the Software by You or any Third Party Users, including (a) the licensed or unlicensed status of the Software; (b) the source from which the license for the Software was obtained; and (c) information about the hardware upon which the Software is installed including (i) the public IP address, (ii) the operating system, (iii) web server version, (iv) the use of any virtualization technologies on such server, and (v) data utilized to prevent and combat various server attacks by hackers or their hardware, including but not limited to assaults such as spam attacks, brute force attacks, dictionary attacks, phishing, pharming, and the like. Additionally, “WWTECH Anonymous Usage Data” may also include information collected by WWTECH from time to time concerning which features of the Software are most often used in order to improve and make adjustments to the Software, including, but not limited to the number of active modules, PHP version, mySQL version, installed PHP extensions, installed add-on modules, template utilization, and the number of active administrators, domains, servers, and active clients.

1.19 “WWTECH Client Area” means WWTECH’s customer service, license management and Incident tracking system or such successor system as WWTECH may designate from time to time which.  Only WWTECH Licensees may access and use the WWTECH Client Area.

2.    License.

2.1  License Grant.  During the Term, solely within the Territory and subject to the terms and conditions of this Agreement, WWTECH grants You a limited, non-exclusive, license to (a) install and use the Software and (b) make a single back-up copy of the registered Software for archival purposes.  The foregoing license is revocable, non-transferable, non-assignable and non-sub-licensable.

2.2  License Transfers. The Software is licensed only to You. You may not rent, lease, sub-license, sell, assign, pledge, transfer or otherwise dispose of the Software, on a temporary or permanent basis, without the prior written consent of WWTECH Limited. (For the avoidance of doubt, this license is only granted to one person or company and if more than one person or company wishes to use the Software, each user must purchase a separate license).

2.3  Restrictions of Use.

2.3.1      Installation of Software Package.  The Software is licensed as a single product and none of the components in the Software may be separated for installation or use.

2.3.2      Single Domain.  This Software is licensed to operate on only one domain.

2.3.3      Back-Up Copy.  All backup copies must be an exact copy of the original Software.  If You make a back-up copy of the Software, such copy must be in machine-readable form and You must reproduce on such copy all Intellectual Property Right notices and any other proprietary legends on the original copy of the Software.

2.3.4      No Derivative Works; Reverse Engineering.  You may not alter, merge, modify, prepare derivative works based upon, adapt or translate the Software in any manner whatsoever.  Additionally, You may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to any human-readable form, or use the Software to develop any application having the same primary functions as the Software.

2.4  Monitoring of Software.

2.4.1      Audit by WWTECH.  You agree that WWTECH may audit Your use of the Software for compliance with this Agreement at any time, upon reasonable notice.  You agree to cooperate with WWTECH and any auditors selected by WWTECH to complete the audit including by providing access to any facilities in which the Software is used or stored, including without limitation the facilities which house the hardware upon which the Software is installed.  In the event that such audit reveals any use of the Software by You other than in compliance with the terms of this Agreement, You shall reimburse WWTECH for all reasonable expenses related to such audit in addition to any other liabilities You may incur as a result of such noncompliance.

2.4.2       Authentication System.  The Software contains technological measures that, working in conjunction with WWTECH computer servers, are designed to prevent unlicensed or illegal use of the Software (collectively, the “Authentication System”).  You acknowledge and agree that such Authentication System allows WWTECH to (among other things) (a) monitor use of the Software by You as set forth in Section 2.4.3 (WWTECH Anonymous Usage Data); (b) suspend or disable access to the Software in whole or in part in the event of a breach of this Agreement; and (c) terminate use of the Software upon the expiration or termination of this Agreement.  You agree not to thwart, interfere with, circumvent or block the operation of any aspect of the Authentication System, including any communications between the Software and WWTECH’s computer servers.  For the avoidance of doubt, the Software will not operate unless WWTECH from time to time verifies the Software using the Authentication System which requires the exchange of information between You and WWTECH over the Internet.

2.4.3      WWTECH Anonymous Usage Data.  You agree that, without further notice to You, WWTECH may use technological means to (a) monitor use of the Software as may be necessary to monitor for compliance with the terms of this Agreement; and (b) collect WWTECH Anonymous Usage Data.  WWTECH reserves the right to copy, access, store, disclose and use WWTECH Usage Data indefinitely in its sole discretion; provided, however, that in the event that WWTECH collects information concerning which features of the Software are most often used by You, WWTECH will remove personally identifiable information (if any) from such data and copy, access, store, disclose and use such data solely for the purpose of improving the Software.

2.5   Data Protection Act 1998.  WWTECH Limited undertakes to comply with the provisions of the Data Protection Act 1998 and any related legislation in so far as the same relates to the provision of the Software and related support services by WWTECH Limited to You.  Your name, address and other personal information as well as any personal data You supply to WWTECH Limited in order for WWTECH to provide the Software and related services related to You will be stored by WWTECH Limited on its computer system and may be made available to WWTECH staff and related third parties as required to allow the provision of support and any related services to be completed. Any third party that receives personal data from WWTECH Limited is under an obligation to process such personal data in line with the Data Protection Act 1998.

2.6  Updates.  The Software may automatically download and install updates from time to time from WWTECH. These updates are designed to improve, enhance and further develop the Software and may take the form of bug fixes, enhanced functions, new software modules, completely new versions and additional products and services offered through or from the Software.  You agree to receive such updates (and permit WWTECH to deliver these to You) as a condition to Your use of the Software.

2.7  License Exchange.  You agree that this Agreement shall supersede any prior End-User License Agreement and between You and WWTECH applicable to the Software and that such prior End-User License Agreement is hereby terminated if (a) You previously purchased a license for the Software and are now purchasing a new license for the Software so that You may obtain additional technical support or updates during the Term of this Agreement; or (b) the copy of the Software You licensed with this Agreement is an upgrade to an earlier version of the Software.  You may not continue to use the earlier version of the Software or transfer it to another person or entity.

3.    Intellectual Property Rights.

3.1  Ownership.  WWTECH owns all right, title and interest, including all Intellectual Property Rights, in and to, (a) the Software; (b) the Trademarks; (c) WWTECH Anonymous Usage Data; and (d) any and all Submissions (collectively, “WWTECH IP Rights”).

3.2  Trademarks; Domain Names.  This Agreement does not authorize You to use the Trademarks.  If You wish to use the Trademarks, You must obtain a written license to use the Trademarks from WWTECH.  Additionally, You will not (a) assert any Intellectual Property Right in the Trademarks or in any element, derivation, adaptation, variation or name thereof; (b) contest the validity of any of the Trademarks; (c) contest WWTECH’s ownership of any of the Trademarks; or (d) in any jurisdiction, adopt, use, register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, or as a domain name or sub-domain name, any trademarks, or any word, symbol or device, or any combination confusingly similar to, or which incorporates in whole or in part, any of the Trademarks.

3.3  No Implied License or Ownership.  Nothing in this Agreement or the performance thereof, or that might otherwise be implied by law, will operate to grant You any right, title or interest, implied or otherwise, in or to the WWTECH IP Rights.

3.4  No Contest.  You acknowledge and agree that the WWTECH IP Rights are and shall remain the sole and exclusive property of WWTECH.  You agree that You shall never oppose, seek to cancel, or otherwise contest WWTECH’s ownership of the WWTECH IP Rights or act in any manner that would or might conflict with or compromise WWTECH’s ownership of the WWTECH IP Rights, or similarly affect the value of the WWTECH IP Rights.  Whenever requested by WWTECH, You shall execute such documents as WWTECH may deem necessary or appropriate to confirm, maintain or perfect WWTECH’s ownership of the WWTECH IP Rights.  In the event WWTECH is unable, after using its reasonable endeavours (which shall not require WWTECH to incur any costs), to secure Your signature on any document or documents needed to apply for or to confirm, maintain or perfect WWTECH’s ownership of the WWTECH IP Rights for any other reason whatsoever, You hereby irrevocably designate and appoint WWTECH as Your duly authorized attorney-in-fact, to act for and on Your behalf and stead to execute and sign any document or documents and to do all other lawfully permitted acts to confirm, maintain or perfect WWTECH’s ownership of the WWTECH IP Rights with the same legal force and effect as if executed by You.  In the event You become aware that any third party is, or may be, infringing the WWTECH IP Rights, You agree to notify WWTECH of such fact.

3.5  Proprietary Notices.  Third party trademarks, trade names, product names and logos included in the Software 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.

3.6  Submissions.  With respect to any feedback, suggestions or ideas (“Submissions”) that You submit to WWTECH concerning the Software, or any of WWTECH’s products or services, You agree that: (a) Your Submissions will automatically become the property of WWTECH, without any compensation to You; (b) WWTECH may use or redistribute the Submissions for any purpose and in any way; (c) WWTECH is not obligated to review any Submissions; and (d) WWTECH is not obligated to keep any Submissions confidential. In addition, any illegal, lewd, abusive, profane or otherwise disturbing submissions by You shall constitute a material breach of this Agreement giving rise to WWTECH’s termination rights in Section 5.2.

4.  Payments & Refunds.

4.1  Payments. As a condition of the license granted to You pursuant to this EULA, You shall pay WWTECH the amount(s) set forth in Your Pricing and Term Agreement in accordance with the payment terms contained therein.

4.2  Refunds.  Refunds are only issued for software failure. Refunds are not issued for server failure/issues, lack of features or if Your hardware does not meet the Software Requirements. Refunds are determined on individual circumstances and only issued once WWTECH’s technical staff determines that WWTECH has a fault causing it to not run on Your hardware. Installation charges are not refundable under any circumstances. Refunds are not available after 1 month from purchase date.

5     Term and Termination.

5.1  Term.  This Agreement shall be effective on the Effective Date and shall automatically expire at the end of the Term.

5.2  Termination.  WWTECH may terminate this Agreement (a) in the event of Your breach of this Agreement (or a sublicensee’s breach of a provision of a Third Party User’s agreement relating to the Software or WWTECH) upon 30 days’ notice to You if such breach remains uncured after the expiration of the 30 day notice period;  (b) as set forth in Section 2.2; or (c) immediately without notice in the event of Your (or Your sublicensee’s material breach of this Agreement.  You acknowledge and agree that any breach by You (or any Third Party User) of the following provisions of the Agreement or any related provisions of a Third Party User’s agreement relating to WWTECH or the Software shall each constitute a material breach: (i) use of the Software in excess of the license grant in Section 2.1 (License Grant); (ii) any purported or attempted assignment, transfer, sale or other disposition or delegation of the Software in violation of Section 2 (License) or Section 9.8 (Assignment); (iii) any violation of Section 2.3 (Restrictions of Use) including without limitation Section 2.3.4 (No Derivative Works; Reverse Engineering); (iv) any violation of Section 2.4 (Monitoring of Software) including without limitation any attempt, whether successful or not, to thwart, interfere with, circumvent or block the operation of any aspect of WWTECH’s monitoring of the Software; (v) any conduct inconsistent with the WWTECH IP Rights as set forth in Section 3 (Intellectual Property Rights); (vi) any breach of Section 4 (Payment); and (vii) any breach of Your warranties under Section 6.1 (Mutual Warranties).  Additionally, a material breach by You of any agreement or contract between You and WWTECH, including without limitation a breach of WWTECH’s Trademark Usage Policy, any applicable EULA, or the Technical Support Agreement shall be deemed a material breach of this Agreement and shall give rise to WWTECH’s right to terminate as set forth in this Section 5.2.  The foregoing list of material breaches is a nonexclusive list.

5.3      Effect of Termination.  Upon the expiration or termination of this Agreement for any reason, (a) You must destroy all copies of the Software, including any back-up copy; (b) You must uninstall or delete the Software from the Licensed Server; and (c) WWTECH may without notice and in its sole discretion terminate, suspend or disable access to the Software by You or any Third Party User.

5.4  Survival.  Sections 1 (Definitions),  2.4 (Monitoring of Software), 3 (Intellectual Property Rights), 4 (Payments), 5 (Term and Termination), 6.3 (Disclaimer), 7 (Limitation on Liability), 8 (Indemnification) and 9 (Miscellaneous) shall survive the termination or expiration of this Agreement for any reason.

6.  Warranties; Disclaimer.

6.1  Mutual Warranties.  Each party hereto warrants to the other party that: (a) such party has the full right, power and authority to enter into this Agreement on behalf of itself and to undertake to perform the acts required of it hereunder; (b) the execution of this Agreement by such party, and the performance by such party of its obligations and duties to the extent set forth hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; (c) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its representations, warranties, terms and conditions; and (d) such party will comply with all Applicable Laws related to the use and installation of the Software and the performance of its obligations under this Agreement.

6.2  Limited Warranty.  WWTECH warrants that, for a period of ninety days from the date of delivery of the Software, when used with a hardware and software configuration recommended by WWTECH, the Software will perform in substantial conformance with the documentation supplied with the Software.  The limited warranty in this Section 6.2 shall not apply (a) if Your version of the Software is a Beta Version; (b) if the Software has been altered in any way by a party other than WWTECH; (c) the Software’s third party components; or (d) if any failure or error arises out of use of the Software with anything other than a WWTECH recommended hardware and software configuration. Any misuse, accident, abuse, modification or misapplication of the Software will void the limited warranty in this Section 6.2.

6.3  Disclaimer.  EXCEPT AS SET FORTH IN THE LIMITED WARRANTY OF SECTION 6.2, THE SOFTWARE LICENSED HEREUNDER IS PROVIDED "AS IS" AND WWTECH HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SOFTWARE, ITS THIRD PARTY COMPONENTS, AND ANY DATA ACCESSED THEREFROM, OR THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE SOFTWARE, ITS THIRD PARTY COMPONENTS, AND ANY DATA ACCESSED THEREFROM, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  WWTECH DOES NOT WARRANT THAT THE SOFTWARE OR ITS THIRD PARTY COMPONENTS ARE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.  IF THE SOFTWARE, ITS THIRD PARTY COMPONENTS, OR ANY DATA ACCESSED THEREFROM IS DEFECTIVE, YOU ASSUME THE SOLE RESPONSIBILITY FOR THE ENTIRE COST OF ALL REPAIR OR INJURY OF ANY KIND, EVEN IF WWTECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DEFECTS OR DAMAGES.

6.3.1    IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OR THE MINIMUM ALLOWED DURATION UNDER SUCH APPLICABLE LAW.

6.3.2    NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WWTECH, ITS AFFILIATES, LICENSEES, DEALERS, SUB-LICENSORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED IN SECTION 6.2.

6.3.3    SOME JURISDICTIONS DO NOT ALLOW RESTRICTIONS ON IMPLIED WARRANTIES SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.

7.    Limitation of Liability.

7.1  Lost Profits; Consequential Damages.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WWTECH WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, BUSINESS INTERRUPTION, OR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING, WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF WWTECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2  Total Cumulative Liability; Exclusive Remedy.  EXCEPT FOR AMOUNTS OWED BY YOU TO WWTECH UNDER SECTION 4, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WWTECH’S AGGREGATE LIABILITY FOR DIRECT DAMAGES, UNDER THIS AGREEMENT (CUMULATIVELY) SHALL BE LIMITED TO THE TOTAL FEES COLLECTED BY WWTECH UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT FOR ANY BREACH OF THE LIMITED WARRANTY OF SECTION 6.2 YOUR SOLE AND EXCLUSIVE REMEDY AND WWTECH’S ENTIRE LIABILITY SHALL BE FOR WWTECH, AT WWTECH’S ELECTION AND WITHIN ITS SOLE DISCRETION, TO USE ITS COMMERCIALLY REASONABLE ENDEAVOURS TO (A) SUPPLY YOU WITH A REPLACEMENT COPY OF THE SOFTWARE THAT SUBSTANTIALLY CONFORMS TO THE DOCUMENTATION INCLUDED WITH THE SOFTWARE; OR (B) REFUND TO YOU YOUR LICENSE FEE FOR THE SOFTWARE; PROVIDED THAT YOU REPORT ANY NON-COMPLIANCE WITH THE LIMITED WARRANTY OF SECTION 6.2 IN WRITING TO WWTECH NO MORE THAN NINETY (90) DAYS FOLLOWING DELIVERY OF THE SOFTWARE TO YOU.

8.    Indemnification.  You shall indemnify, defend and hold harmless WWTECH and its directors, officers, staff, employees agents, and affiliates and their respective successors, heirs and assigns and affiliates (and their its directors, officers, staff, employees and agents and their respective successors, heirs and assigns) (collectively, the “WWTECH Parties”) from and against any liability, damage, loss or expense (including reasonable lawyers’ fees and expenses of litigation) incurred by or imposed upon the WWTECH Parties or any one of them in connection with any claims, suits, actions, demands or judgments (“Claims”) related directly or indirectly to or arising out of (a) a breach of Your representations, warranties or obligations under this Agreement; (b) in the event that You sublicense the right to use the Software to any Third Party Users pursuant to Section 2.2 (Sublicensing), (c) a breach of a Third Party User’s representations, warranties or obligations under any provisions in a Third Party User’s agreement relating to WWTECH or the Software; and (d) any Claims based upon or arising from any allegation that a Third Party User was harmed due to any termination, suspension or disabling of such user’s access to the Software by WWTECH pursuant to the terms and conditions of this Agreement; provided, however, that in any such case WWTECH or its affiliates, as applicable, (x) provide You with prompt notice of any such claim; (y) permit You to assume and control the defence of such action upon Your written notice to WWTECH of Your intention to indemnify; and (z) upon Your written request, and at no expense to WWTECH or its affiliates, provide to You all available information and assistance reasonably necessary for You to defend such claim.  You will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to the WWTECH Parties, without WWTECH’s prior written consent, which will not unreasonably be withheld.  You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable lawyers’ fees and costs awarded against or otherwise incurred by WWTECH or its affiliates in connection with or arising from any such claim.

9.    Miscellaneous.

9.1  Force Majeure.  No party will be liable for any failure or delay in performance of any of its obligations hereunder if such delay is due to acts of God, fires, flood, storm, explosions, earthquakes, general Internet outages, acts of war or terrorism, riots, insurrection or intervention of any government or authority; provided, however, that any such delay or failure will be remedied by such party as soon as reasonably possible.  Upon the occurrence of a force majeure event, the party unable to perform will, if and as soon as possible, provide written notice to the other parties indicating that a force majeure event occurred and detailing how such force majeure event

Tudásbázis

Kategóriák

Kategóriák