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END USER SOFTWARE LICENSE AGREEMENT

CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT. YOU ACCEPT AND AGREE TO BE BOUND BY THIS LICENSE AGREEMENT BY CLICKING THE ICON LABELED "I ACCEPT" OR PUTTING A CHECK IN THE CHECK BOX INDICATING THAT YOU HAVE READ THIS AGREEMENT AND ACCEPT ITS TERMS. IF YOU DO NOT AGREE TO THIS LICENSE, YOUR ORDER WILL BE CANCELED AND YOU WILL NOT BE CHARGED.

License Grant

"You" means the person or company who is being licensed to use the Online Software or Documentation. "We," "us" and "our" means MERVTECH. We hereby grant you a nonexclusive license to access via a members area one copy of the Online Software.

Title

We remain the owner of all right, title and interest in the Online Software and related explanatory written materials ("Documentation").

Things You May Not Do

The Online Software and Documentation are protected by United Kingdom and United States copyright laws and international treaties. You must treat the Online Software and Documentation like any other copyrighted material-for example, a book.

You may not:

Copy the Documentation,
Modify or adapt the Online Software or merge it into another program,
Reverse engineer, disassemble, decompile or make any attempt to discover the source code of the Online Software,
Sublicense, rent, lease or lend any portion of the Online Software or Documentation.

Transfers

Your Online Membership Access Is Non-Transferable.

Limited Warranty

We warrant that for a period of 90 days after you first use this copy of the Online Software:
The Online Software will perform in substantial accordance with the Documentation.
To the extent permitted by applicable law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, regardless of whether we know or had reason to know of your particular needs. No employee, agent, dealer or distributor of ours is authorised to modify this limited warranty, or to make any additional warranties.
SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Limited Remedy

Our entire liability and your exclusive remedy for breach of the foregoing warranty shall be, at our option, to:
Return the price you paid for your last monthly subscription payment.
IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR THE INABILITY TO USE THE ONLINE SOFTWARE (EVEN IF WE OR AN AUTHORISED DEALER OR DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), OR FOR ANY CLAIM BY ANY OTHER PARTY.SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Term and Termination

This license agreement takes effect upon your use of the online software and remains effective until terminated. You may terminate it at any time by no longer accessing the Online Software and destroying any Documentation in your possession. It will also automatically terminate if you fail to comply with any term or condition of this license agreement. You agree on termination of this license to no longer access the Online Software and to destroy all copies of the Documentation in your possession.

Confidentiality

The Online Software contains trade secrets and proprietary know-how that belong to us and it is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE ONLINE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS.

Disputes

This license agreement shall be governed by, construed and enforced in accordance with the laws of England and Wales or Northern Ireland or Scotland. Any action you, any third party or we, bring to enforce these Terms, or in connection with any matters related to this Web Site, shall be brought only in the courts of England and Wales or Northern Ireland or Scotland and you expressly consent to the jurisdiction of said courts. To the extent you have in any manner violated or threatened to violate MERVTECH and/or its affiliates' intellectual property rights, MERVTECH and/or its affiliates may seek injunctive or other appropriate relief in any County Court in the U.K., and you consent to exclusive jurisdiction and venue in such courts.

Any other disputes will be resolved as follows:
If a dispute arises under this agreement, we agree to first try to resolve it with the help of a mutually agreed-upon mediator in the following location: CARDIFF, U.K. Any costs and fees other than attorney fees associated with the mediation will be shared equally by each of us. If it proves impossible to arrive at a mutually satisfactory solution through mediation, we agree to submit the dispute to binding arbitration at the following location: CARDIFF, U.K. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.

General Provisions

  1. This written license agreement is the exclusive agreement between you and us concerning the Online Software and Documentation and supersedes any prior purchase order, communication, advertising or representation concerning the Online Software.
  2. This license agreement may be modified only by a writing signed by you and us.
  3. In the event of litigation between you and us concerning the Online Software or Documentation, the prevailing party in the litigation will be entitled to recover attorney fees and expenses from the other party.
  4. The application of the United Nations Convention on Contracts for the International Sale of Goods, as amended, is expressly excluded.