INSURIA - Software License Agreement

1. Definitions

"Insuria" means The Insurance Software Development called Insuria By Ivon Barrett Cawood at Insuria House, 203 Pretoria Road, Rynfield, Benoni, Gauteng, South Africa.

"Computer" means a computer device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.

"Internal Network" means a private, proprietary network resource accessible only by employees and individual contractors (i.e., temporary employees) of a specific corporation or similar business entity. Internal Network does not include the Internet or any other network community open to the public, including but not limited to membership or subscription driven groups, associations and similar organizations.

"Permitted Number" means one (1) unless otherwise indicated under a valid license (e.g., volume license) granted by Insuria.

"Software" means (a) all of the information with which this agreement is provided, including but not limited to (i) Insuria or third party software files and other computer information; (ii) sample and stock photographs, images, sounds, clip art and other artistic works ("Stock Files"); (iii) related explanatory written materials and files ("Documentation"); and (iv) fonts; and (b) any modified versions and copies of, and upgrades, updates and additions to, such information, provided to you by Insuria at any time, to the extent not provided under a separate agreement (collectively, "Updates").

2. Software License

As long as you obtained the Software from Insuria or one of its authorized licensees and as long as you comply with the terms of this agreement, Insuria grants you a non-exclusive license to use the Software in the manner and for the purposes described in the Documentation, as further set forth below.

2.1 General Use You may install and use one copy of the Software on up to the Permitted Number of your compatible Computers; or
2.2 Server Deployment You may install the Permitted Number of copies of the Software on the Permitted Number of computer file server(s) within your Internal Network for the purpose of downloading and installing the Software on up to the Permitted Number of other Computers within the same Internal Network; or
2.3 Server Use You may install the Permitted Number of copies of the Software on the Permitted Number of computer file server(s) within your Internal Network for the purpose of using the Software through commands, data or instructions (e.g., scripts) from another Computer within the same Internal Network, provided that the total number of users (not the concurrent number of users) that are permitted to use the Software on such computer file server(s) does not exceed the Permitted Number. No other network use is permitted, including, but not limited to use of the Software, either directly or through commands, data or instructions, (i) from or to a Computer not part of your Internal Network, for Internet or web hosting services, (ii) by any user not licensed to use this copy of the Software under a valid license from Insuria, or (iii) as a component of a system, workflow, or service, accessible by more than the Permitted Number of users; and
2.4 Portable or Home Computer Use The primary user of the Computer on which the Software is installed may install a second copy of the Software for his or her exclusive use on either a portable Computer or a Computer located at his or her home, provided the Software on the portable or home Computer is not used at the same time as the Software on the primary Computer.
2.5 Backup Copy You may make a reasonable number of backup copies of the Software, provided your backup copies are not installed or used for other than archival purposes.

3. Intellectual Property Ownership

The Software and any authorized copies that you make are the intellectual property of and are owned by Insuria Systems Incorporated and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Insuria Systems Incorporated and its suppliers. The Software is protected by law, including but not limited to the copyright laws of South Africa and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by Insuria and its suppliers.

4. Restrictions & Notices

You may not copy the Software except as set forth in Section 2. Any permitted copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.

4.1 No Modifications You may not modify, adapt or translate the Software. You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted under applicable law to decompile only in order to achieve interoperability with the Software.
4.2 No Unbundling The Software may include various applications, utilities and components, may support multiple platforms and languages and may be provided to you on multiple media or in multiple copies. Nonetheless, the Software is designed and provided to you as a single product to be used as a single product on Computers as permitted by Sections 2 and 3. You are not required to use all component parts of the Software, but you may not unbundle the component parts of the Software for use on different Computers.
4.3 No Transfer

You may not rent, lease, sell, sublicense, assign or transfer your rights in the software, or authorize any portion of the software to be copied onto another individual or legal entity's computer except as may be permitted herein. You may, however, transfer all your rights to use the Software to another individual or legal entity provided that:

  1. You also transfer (i) this agreement, (ii) the serial number(s), the Software and all other software or hardware bundled, packaged or pre-installed with the Software, including all copies, upgrades, updates and prior versions, and (iii) all copies of font software converted into other formats to such individual or entity;
  2. You retain no upgrades, updates or copies, including backups and copies stored on a computer; and
  3. The receiving party accepts the terms and conditions of this agreement and any other terms and conditions under which you purchased a valid license to the software.

Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of the software. Prior to a transfer Insuria may require that you and the receiving party confirm in writing your compliance with this agreement, provide Insuria with information about yourselves, and register as end-users of the software. Allow 4-6 weeks to transfer. Please visit www.insuria.co.za/support or contact Insuria's Customer Support Department for more information.

5. Updates

If the Software is an upgrade or update to a previous version, you must possess a valid license to such previous version in order to use such upgrade or update. All upgrades and updates are provided to you on a license exchange basis. You agree that by using an upgrade or update you voluntarily terminate your right to use any previous version. As an exception, you may continue to use previous versions of Insuria Software in the transition to the upgrade or update, provided that the upgrade or update and the previous versions are installed on the same computer. Upgrades and updates may be licensed to you by Insuria with additional or different terms.

6. Limited Warranty

Insuria warrants to the individual or entity that first purchases a license for the Software for use on computers pursuant to the terms of this agreement that the Software will perform substantially in accordance with the documentation for the ninety (90) day period following receipt of the Software when used on the recommended operating system and hardware configuration. Non-substantial variation of performance from the documentation does not establish a warranty right.

This limited warranty does not apply to patches, font software converted into other formats, pre-release (beta), tryout, starter, evaluation, product sampler, or not for resale (nfr) copies of software, or websites, online services or CD services. All warranty claims must be made, along with proof of purchase, within such ninety (90) day period. If the Software does not perform substantially in accordance with the documentation, the entire liability of Insuria and its affiliates and your exclusive remedy will be limited to either, at Insuria's option, replacement of the Software or refund of the license fee you paid for the Software.

7. Disclaimer

The foregoing limited warranty is the only warranty made by Insuria and its affiliates and states the sole and exclusive remedies for Insuria, its affiliates or suppliers' breach of warranty. Except for the foregoing limited warranty and any warranty, condition, representation or term to the extent the same cannot or may not be excluded or limited by law applicable to you in your jurisdiction, Insuria and its affiliates and suppliers provide the software and access to any websites, online services and CD services as-is and with all faults and expressly disclaim all other warranties, conditions, representations or terms, express or implied, whether by statute, common law, custom, usage or otherwise as to any matter, including but not limited to performance, security, non-infringement of third party rights, integration, merchantability, quiet enjoyment, satisfactory quality or fitness for any particular purpose.

The provisions of sections 7 and section 8 will survive the termination of this agreement, howsoever caused, but this will not imply or create any continued right to use the software after termination of this agreement.

8. Limitation of Liability

In no event will Insuria or its affiliates or suppliers be liable to you for any loss, damages, claims or costs whatsoever including any consequential, indirect or incidental damages, any lost profits or lost savings, any damages resulting from business interruption, personal injury or failure to meet any duty of care, or claims by a third party, even if an Insuria representative has been advised of the possibility of such loss, damages, claims or costs.

The foregoing limitations and exclusions apply to the extent permitted by applicable law in your jurisdiction. Insuria's aggregate liability and that of its affiliates and suppliers under or in connection with this agreement will be limited to the amount paid for the software, if any. This limitation will apply even in the event of a fundamental or material breach or a breach of the fundamental or material terms of this agreement.

9. Export Rules

You agree that the software will not be shipped, transferred or exported into any country or used in any manner prohibited by the South African export acts and regulations or any other export laws, restrictions or regulations (collectively the "export laws"). In addition, if the software is identified as an export controlled item under the export laws, you represent and warrant that you are not a citizen of, or located within, an embargoed or otherwise restricted country and that you are not otherwise prohibited under the export laws from receiving the software. All rights to use the software are granted on condition that such rights are forfeited if you fail to comply with the terms of this agreement.

10. Governing Law

This agreement will be governed by and construed in accordance with the substantive laws in force in South Africa. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations convention on contracts for the international sale of goods, the application of which is expressly excluded.

11. General Provisions

If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of this agreement, which will remain valid and enforceable according to its terms. This agreement will not prejudice the statutory rights of any party dealing as a consumer. This agreement may only be modified by a writing signed by an authorized officer of Insuria. The English version of this agreement will be the version used when interpreting or construing this agreement. This is the entire agreement between Insuria and you relating to the software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the software.

12. Compliance with Licenses

If you are a business, company or organization, you agree that upon request from Insuria or its authorized representative you will within thirty (30) days fully document and certify that use of any and all Insuria software at the time of the request is in conformity with your valid licenses from Insuria.

13. Insuria as Trialware

The Insuria Website may be used with the express permission of Insuria Financial Services owners without a license for the purposes of evaluating the software. No Support is permitted or available where a trialware version of Insuria is used.