End User License Agreement (EULA)
Geroc Solutions Ltd
Revision Date:  18 June 2020

IMPORTANT: Please read this End User License Agreement (EULA) Carefully

This End User License Agreement (“License” or "Agreement") is a legal agreement between You (either an individual or a single entity) and Geroc Solutions Ltd (“GEROC”) for the materials accompanying this Agreement, which may include computer software, associated media, printed materials, and "on line" or electronic documentation and anything in any form whatsoever intended to be used with the software, collectively the "Product". BY INSTALLING, COPYING OR OTHERWISE USING THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, COPY OR USE THE PRODUCT.  
The Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. GEROC or its suppliers own the title, copyright and other intellectual property rights in the Product. The Product is Licensed, not sold.
1	Ownership
a)	The Product is the property of GEROC. The Product is Licensed, not sold, to You notwithstanding any reference herein to "purchases”. You acknowledge and agree that: (a) the Product is protected under international copyright laws and treaties and intellectual property rights laws and treaties, (b) GEROC and its licensors retain all copyrights and title and intellectual property rights in and to the Product, (c) there are no implied licenses under this License, and any rights not expressly granted to You hereunder are reserved by GEROC, (d) You acquire no ownership or other interest (other than your License rights) in or to the Product; and (e) GEROC owns all copies of the Product, however made. You also agree that You will not, at any time, contest anywhere in the world GEROC’s ownership of the Product, nor will You challenge the validity of GEROC’s rights in the Product. 

2	Authorized Users
a)	If You are an individual the Product is Licensed to You, and cannot be used by anybody other than You.
b)	If You is a single entity, only people currently employed (full-time, part-time or temporarily) by You may use the Product.  No other third parties are Licensed to use the Product.

3	Grant of License
a)	Subject to the payment of the applicable License fees, and subject to compliance with all of the terms and conditions of this Agreement, GEROC hereby grants to You a non-exclusive, non-transferable right to use the specified version of the Product in accordance with the terms of this Agreement. You agree that You will use your best efforts and take all reasonable steps to protect the Product from unauthorized use, copying or dissemination.

3.1	General Software License Grant
a)	In general, for each License granted to You for the Product, You are authorized to use the Product according to the terms of this Agreement and according to the type of licence(s) granted to You. You agree that You will not allow the Product to be used by anyone other than those persons authorized by You in accordance with this Agreement. 

3.1.1	Commercial Licenses
a)	License duration may be (a) timed, a prepaid limited duration, or (b) perpetual, providing unlimited use with no expiration, unless terminated in accordance with this agreement.

i.	Machine Licenses. Single Machine Licenses and the Product can be installed and used on only one (1) computer at any one time. Licenses may be transferred to another computer at the discretion of GEROC.  SINGLE MACHINE LICENSES MAY NOT BE INSTALLED, USED, OPERATED, OR ACCESSED ELECTRONICALLY THROUGH A NETWORK, VIRTUAL MACHINING OR REMOTE CONNECTION OF ANY DESCRIPTION OR THE LIKE. 

ii.	Site Licenses. Refers to computers interconnected over a Local Area Network (LAN), owned or leased by You, at a single-fixed location, with a fixed address.  The Product may be installed on any number of computers attached to the LAN.  The total number of Licenses operated simultaneously over the LAN may not exceed the number of Licenses held by You for this location.  SITE LICENSES MAY NOT BE USED OVER A WIDE AREA NETWORK (WAN). 

iii.	National / International Licenses. Refers to computers interconnected over a Wide Area Network (WAN), owned or leased by You, at any address.  The Product may be installed on any number of computers attached to the WAN.  The total number of Licenses operated simultaneously over the WAN may not exceed the number of Licenses held by You on the license file. 
b)	Subject to the other terms and conditions of this Agreement, You may make one (1) copy of the Product for backup purposes. This copy shall be labeled externally as such and show that use is subject to this Agreement. 

3.1.2	Pre-release Licenses
a)	Portions of the Product may be identified as ‘pre-release’, ‘beta’, or as a ‘release candidate’ (separately or collectively, “Pre-release”). Such Pre-release versions are not at the level of performance and compatibility of the final, generally available, product offering and may not be used in a live operating environment where it may be relied upon to perform in the same manner as a commercially released product or with data that has not been sufficiently backed up. Installation of any updates to the Product may cause loss of previously stored data.
b)	Any Pre-release copies of the Product which may be delivered by GEROC to You under this Agreement shall be used by You solely for development, internal testing, evaluation and providing feedback to GEROC.
c)	Pre-release software is TIME SENSITIVE and is designed to cease functioning either on specific dates, or after a certain period (“Time-out”). NOTICE OF EXPIRATION MAY NOT BE GIVEN, SO YOU WILL NEED TO PLAN FOR THE EXPIRATION DATE PRIOR TO SUCH EXPIRATION, AND MAKE A COPY OF AND REMOVE DATA THAT YOU MAY WISH TO USE IN THE FUTURE.
d)	Due to the nature of development work, GEROC provides no assurance that any specific errors or discrepancies in the Product will be corrected.
e)	You expressly acknowledge and agree that the Pre-release version may change substantially prior to commercial release of the Product.
f)	The grant of License to use any Pre-release copy of the Product expires upon Time-out.

3.1.3	Evaluation Licenses
a)	In order to evaluate the Product, You may install the Product, as outlined below, on a temporary basis for trial, evaluation, non-commercial purposes only (the "Evaluation Period"). The Evaluation Period is limited to the greater of the period of time specified to You by GEROC or ten (10) days from the date the Product is installed. At the end of the Evaluation Period your License to use the Product expires. If You wish to extend the Evaluation Period please contact GEROC.
b)	During the Evaluation Period, GEROC grants You a nonexclusive, nontransferable and limited License to use one (1) copy of the Product on one (1) computer, solely for evaluation purposes. THE PRODUCT CONTAINS A TIME-OUT FEATURE THAT DISABLES ITS OPERATION AFTER THE EXPIRATION OF THE EVALUATION PERIOD. 
c)	You may not copy or use the Product during the Evaluation Period for any commercial, business, governmental or institutional purpose of any kind. If You desire to continue to use the Product following the Evaluation Period, You should contact GEROC or a GEROC authorized distributor or reseller to order Commercial Licenses to use the Product. At the end of the Evaluation Period, further use of the Product by You is prohibited without the purchase of a Commercial License. If You do not purchase a Commercial License for the Product at the end of the Evaluation Period, You must permanently remove or delete the Product from all computer systems, including Servers and workstations, on which it was installed and destroy any software and documentation received, and not to reinstall the Product. 

4	Support and Updates 
a)	Support. While a license is valid, GEROC will provide email support during normal business hours. GEROC may at its sole discretion, offer telephone or remote support if an issue cannot be resolved by email.  Otherwise, GEROC is not obligated to provide maintenance, technical support or updates to You for the Product.
b)	Updates. If this copy of the Product is an upgrade from an earlier version of the Product, it is provided to You on a License exchange basis under which the upgraded Product is substituted for the previous version of the Product and Agreement. By installing or using the upgrade you agree that all reference in this Agreement to a “Product” shall then refer to the upgraded Product supplied to you and that you will immediately terminate all use of the previous version of the Product. 

5	Registration and Subscriptions
(a)	Registration. You must register the Product with GEROC as a condition of your rights to use the Product. (b)	
(c)	Subscription. A valid subscription provides users with email support (during normal business hours) and access to all new versions of the Product for which the subscription is valid.  

6	Restrictions
You agree that:
(a)	You will not sell, lease, sub-license, rent, loan, timeshare, electronically transmit, otherwise transfer or resell, with or without consideration, the Licensed Product. 
(b)	You will not permit any third party to use the Licensed Product in any form and to use all reasonable efforts to ensure that no improper or unauthorized use of the Licensed Product is made. 
(c)	You will not permit third parties to benefit from the use or functionality of the Product via a timesharing, service bureau or other arrangement, except to the extent such use is expressly permitted by GEROC in writing. 
c)	You will not transfer any of the rights granted to You under this Agreement. 
d)	You will not reverse engineer, decompile, disassemble, create derivative works or adaptations of, modify, translate or in any other way try to gain access to information regarding the construction of the Product.
e)	You will not attempt in any way to circumvent or disable any software protection including but not limited to encryption, copy protect, machine profiling and software enforced limits. 
f)	You will not copy the Product except as expressly permitted in this Agreement. 
g)	You will not install or operate the Product on any computer or server not expressly permitted by this Agreement. 
h)	You will not remove any proprietary notices or labels on the Product. 
i)	You will not alter file names and copyright inscriptions on the Product.
j)	All rights not expressly set forth hereunder are reserved by GEROC.

In addition, You undertake:
(l)	to maintain accurate and up-to-date records of the number and location of all copies of the Product;
(m)	to supervise and control use of the Product in accordance with the terms of this Agreement;
(n)	to replace the current version of the Product with the updated or upgraded version forthwith upon receipt;
(o)	within fourteen (14) days after the date of termination or discontinuance of this Agreement for whatever reason, to return or destroy (as GEROC shall instruct) the Product and all updates, upgrades or copies, in whole and in part, in any form including partial copies or modifications of the Product received from GEROC or made in connection with this Agreement and all documentation relating thereto and to furnish GEROC with a certificate, certifying that the same has been done, unless You have obtained GEROC’s prior written authorisation to retain one copy for archive purposes only or for such other purpose which GEROC may authorise together with any conditions GEROC may impose in respect of such continued retention.

7	Consideration
a)	For the rights and License granted in this Agreement, You will pay GEROC, or one of GEROC’s authorized distributors or resellers, the currently published retail price or another mutually agreed upon amount to appear on a valid invoice.  Failure to remit payment, chargeback or bounced check will be subject to an additional fifty US dollar (USD $50) fee for each incident plus any fees imposed by any banks or service companies in connection with the transaction.
b)	 You will pay GEROC interest on any outstanding amount payable by you under this Agreement (including any fees imposed under this clause 7 and any judgment, costs or awards ordered against you by a competent authority) at the rate of 10% per annum (or the maximum allowed by law, whichever is less), accrued on a daily basis from the date on which the amount became payable to the date of payment. 
c)	GEROC reserves the right to review and change rates at its own discretion.

8	Taxes
a)	GEROC delivers the Product electronically and does not collect sales or use tax outside of New Zealand.  You should confirm that your local, state, federal government or otherwise, does not impose any sales tax on electronically delivered software.  You are entirely liable for any such sales or use tax.

9	Exclusive Remedy
a)	GEROC’s and its suppliers’ entire liability and Your exclusive remedy for any breach of the foregoing warranty shall be, at GEROC’s option, either (a) return of the purchase price paid for the License, if any, or (b) replacement of the defective media in which the Product is contained. You must return the defective media to GEROC at your expense with a copy of your receipt. This limited warranty is void if the defect has resulted from accident, abuse, misapplication or if the failure arises out of use of the Product with other than the recommended hardware or software settings. Any replacement media will be warranted for the remainder of the original warranty period. 

10	Assignment
a)	You may not assign or sublicense this License or any of your rights or obligations under this License, by operation of law or otherwise (including by merger, sale of assets or consolidation), without GEROC’s prior written consent. Any attempted assignment is in violation of this Agreement.

11	Limited Warranty and Warranty Disclaimer
a)	Limited Warranty. Except with respect to an Evaluation Version of the Product, GEROC warrants that, for a period of thirty (30) days from the date of delivery (as evidenced by a copy of your receipt): (i) when used with a recommended hardware configuration, the Product will perform in substantial conformance with the documentation supplied with the Product; and (ii) the physical media on which the Product is furnished, if any, will be free from defects in materials and workmanship under normal use. 
b)	GEROC PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR THE PRE-RELEASE OR EVALUATION VERSIONS OF THE PRODUCT. THE PRE-RELEASE OR EVALUATION VERSIONS OF THE SOFTWARE ARE PROVIDED "AS IS". 
c)	Warranty Disclaimer. Except for the limited warranty set forth herein, THE SOFTWARE IS PROVIDED ‘AS IS’.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, GEROC, IT’S OWNERS, EMPLOYEES, CONTRACTORS, INVESTORS, RESELLERS, DEALERS, DISTRIBUTORS OR AGENTS (“DISCLAIMING PARTIES”) DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING DOCUMENTATION. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. WITHOUT LIMITING THE FOREGOING PROVISIONS, GEROC MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS. The entire risk arising out of the use or performance of the Product remains with You.
d)	Hazardous Use. The Product is not intended for use, and You may not use or allow others to use the Product, in connection with any application requiring fail-safe performance such as the operation of nuclear power facilities, aircraft navigation or communication systems, air traffic control, weapons control systems, life support systems, or any other system whose failure could lead to injury, death, severe physical or environmental damage or mass destruction. You agree that DISCLAIMING PARTIES will have no liability of any nature, and You are solely responsible, for any expense, loss, injury or damage incurred as a result of such use of the Product.
e)	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. 
f)	NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE DISCLAIMING PARTIES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.

12	LIMITATION OF LIABILITY
a)	Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GEROC BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, FOR LOST PROFITS, LOST SAVINGS, LOST DATA OR OTHER SPECIAL, DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED UNDER THIS AGREEMENT OR THE USE THEREOF, EVEN IF GEROC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE 
b)	Absolute Cap on Liability. THE MAXIMUM, AGGREGATE LIABILITY OF GEROC UPON ANY CLAIMS HOWSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY PRODUCTS OR SERVICES FURNISHED OR TO BE FURNISHED BY GEROC UNDER THIS AGREEMENT WILL IN ANY EVENT BE ABSOLUTELY LIMITED TO THE DIRECT DAMAGES ACTUALLY INCURRED BY YOU UP TO THE AMOUNT PAID BY YOU TO GEROC UNDER THIS AGREEMENT FOR THE APPLICABLE PRODUCTS AND/OR SERVICES AND IF NO AMOUNT HAS BEEN PAID OR IS TO BE PAID TO GEROC, THEN THE LIMIT SHALL BE US$500.
c)	Basis of the Bargain; Failure of Essential Purpose. You acknowledge that GEROC has set its prices and entered into this Agreement in reliance upon the Warranty Disclaimer and Limitation of Liability set forth in this Agreement, and that the same form an essential basis of the bargain between the parties. The Limitation of Liability specified in this Agreement will survive and apply even if the Warranty Disclaimer or any limitation of remedies is found to have failed of its essential purpose. Notwithstanding the foregoing, nothing contained herein shall limit GEROC’s liability for its own wilful misconduct.
13	Intellectual Property Rights
a)	All title and intellectual property rights in and to the Product (including but not limited to any images, photographs, animations, video, audio, music, text and "applets" incorporated into the Product and any copies of the Product that You are expressly permitted to make herein) are owned by GEROC or its suppliers. All title and intellectual property rights in and to the content which may be complied and accessed through use of the Product are the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants You no rights to use such content. All rights not expressly granted are reserved by GEROC. 

14	Indemnity
a)	You will indemnify and hold the Disclaiming Parties harmless from and against any claims or liabilities arising out of the use, reproduction or distribution of results produced by the Product.

15	Nondisclosure and Noncompetition
a)	Each party recognizes that the other party may obtain proprietary and/or confidential information (“Confidential Information”) in the course of the business relationship defined herein. Each party therefore agrees that it will not disclose the Confidential Information received from or relating to the other party to any third party (i) except as provided for in this Agreement or as necessary to pursue and implement the business relationships defined herein; (ii) to its responsible employees and professional advisors with a bona fide need to know and whom are bound by agreement or law to keep such information confidential; (iii) as authorized by the other party in writing; or (iv) to the extent required by applicable law, court, or government agency, provided that the disclosing party promptly notifies the other party thereof and cooperates with any efforts by the disclosing party, at the disclosing party’s expense, to limit such disclosure by means of seeking a protective order or requesting confidential treatment. 
b)	You shall notify GEROC immediately upon discovery of any unauthorized use or disclosure of Confidential Information received from or relating to GEROC, and will cooperate with GEROC in every reasonable way to help GEROC regain possession of that Confidential Information and prevent its further unauthorized use or disclosure. 
c)	You agree for a period of two (2) years following the last use of the Product that You will not directly or indirectly, either individually or with others, engage or have any interest, as an owner, employee, representative, agent, consultant or otherwise, in any business which sells or creates software similar to or competing with the Product. These covenants shall be deemed separate covenants for each and every state, country and other governmental entity covered by the noncompete obligation and in the event the covenant for one or more such jurisdictions is determined to be unenforceable the remaining covenants shall continue to be effective. 
d)	You agree to pay damages of any nature whatsoever (whether direct, indirect, consequential, exemplary or special) for any loss caused to GEROC as a result of your breach of clause 15.

16	Import Regulations
a)	If You are importing the Product, You must comply with any importation laws and regulations in relation to the Product and to use the Product strictly in accordance with any legislative or regulatory requirements that are binding upon You. 

17	No Waiver
a)	No action taken by either party pursuant to this Agreement, and no waiver by either party, whether express or implied, of any provision or right in this Agreement or any breach thereof, and no failure of either party to exercise or enforce any of its rights under this Agreement, will constitute a continuing waiver with respect to such provision or right or as a breach or waiver or any other provision or right, whether or not similar.

18	Severability
a)	If any covenant or provision of the Agreement (or part thereof) is determined to be void or unenforceable in whole or part, then such void or unenforceable covenant or provision shall be deleted from this Agreement and shall not effect or impair the enforceability or validity of any other covenant or provision of this Agreement or any part thereof.

19	Compliance
a)	GEROC reserves the right to periodically audit You to ensure that You are not using the Product in violation of this Agreement. During your standard business hours and upon prior written notice, GEROC may visit You and You will make available to GEROC or its representatives any records pertaining to the Product to GEROC.  The cost of any requested audit will be solely borne by GEROC, unless such audit discloses an underpayment or amount due to GEROC or use of the Product in an unauthorized manner, in which case You will pay the cost of the audit in addition to paying any outstanding amount.

20	Use of Data
a)	You agree that GEROC and its affiliates may collect and use technical information, excluding any Confidential Information, gathered as part of the Product support services provided to You, if any, related to the software. GEROC may use this information solely to improve our products and services or to provide customized services or technologies to You. GEROC may disclose this information, excluding any information explicitly declared as Confidential Information, to others but not in a form that personally identifies You. 

21	Term and Termination
a)	The term of this Agreement shall continue perpetually from the date of purchase or until it is exchanged during a Product upgrade according to clause 5. 
b)	Without prejudice to any other rights, GEROC may terminate this License immediately be giving notice to you if You fail to comply with the terms and conditions of this Agreement. 
c)	Upon the termination of this Agreement for any reason the following terms shall apply: (a) all rights granted under this Agreement will immediately terminate and You must stop all use of the Product; (b) You shall thereafter make no further use of the Product and You must return to GEROC or destroy all copies of the Product and all of its component parts provided to You, and will, within ten (10) days after the effective date of termination, provide GEROC with written certification that all such copies have been returned or destroyed; and (c) all provisions of this Agreement with the exception of the Licenses granted in clause 3, will survive termination of this License for any reason.
d)	You may cancel or change a subscription by telling us in writing before the subscription renewal is issued on the 20th of the month preceding the renewal date. There is no refund on cancelation of active subscriptions. 

22	Governing Law
a)	This Agreement, and any dispute or claim arising out of or in connection with it, shall be governed by and construed in all respects in accordance with the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the Courts of New Zealand.

23	Communication
a)	All verbal and written communications, including court proceedings and judgments, shall be in the English language.

24	Entire Agreement
a)	This Agreement constitutes the entire, final and exclusive Agreement between You and GEROC relating to the Product and Support (if any) and they supersede all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Product or any other subject matter covered by this Agreement.