This Software License Agreement ("Agreement") is made on the effective date by and between Little LogBook ("Licensor”) and the User ("Licensee").
The Licensor has sourced a unique traveling log device with an integrated developed software programme solution for Users under the name and style of the Little LogBook (the "Software") to be used in accordance with Little LogBook’s User Guide.
Licensee agrees to utilize a copy of the Software subject to all the terms and conditions published on www.littlelogbookusa.com from time to time, to which the all Users/Licensees agree to adhere to at all times, as well these specific terms below.
NOW, THEREFORE, in consideration of the mutual intentions set forth herein, Little LogBook and Licensee agree as follows:
- “Effective date” is the date of purchase of the Little LogBook as a packaged product.
- “Licensor” Mbeleni Data Solutions CC, duly incorporated in terms of the Close Corporation Acts and laws of South Africa.
- “Licensee” is the purchaser of the product and/or the end User.
- “Little LogBook” is owned and developed by the Licensor. Reference to Little LogBook is also for convenience sake reference to the developer and the company.
- “Software” is as described above and will include all Intellectual Property developed and owned by the Company with its characteristics, attributes and enhancements and will include reference to the Little Logger device for which the software was developed for.
- “This Agreement” includes reference to all terms and conditions published on the www.littlelogbook.net web site.
The Licensor hereby grants to Licensee a perpetual, non-exclusive, limited license to use the Software as set forth in this Agreement. The Licensor shall not be compelled, whether under this agreement or otherwise, to comply with its obligations in terms of this agreement until such time as the Licensee has complied with all its obligations in terms of this agreement.
3. Intellectual Property
The Software consist of Intellectual Property rights and/or assets, such as (without limiting the generality thereof) being the www.littlelogbook.net web site and domain, software source code, goodwill, designs, logos, trademarks, patents, hardware device, suppliers and manufacturers, technical information and specifications, applications, software and hardware integration, electronic and computer data, reporting system, demonstrations, formulae, know-how, and related characteristics in general of which the ownership settles undisputedly and exclusively in Little LogBook.
Licensee shall not or attempt to modify, copy, duplicate, reproduce, disassemble, license or sublicense the Software, or transfer or convey the Software or any right in the Software to anyone else without the prior written consent of Little LogBook, provided that Licensee may make one copy of the Software for backup or archival purposes, only.
5. Warranty of Title
The Licensor hereby represents and warrants to Licensee that Little LogBook is the owner of the Software or otherwise has the right to grant to Licensee the rights set forth in this Agreement. In the event any breach or threatened breach of the foregoing representation and warranty, Licensee's sole remedy shall be to require the Little LogBook to replace the Software or any part thereof that is in breach and replace it with Software of comparable functionality that does not cause any breach.
6. Warranty of Functionality
(A) For a period of one year following the purchase of the Little Logbook GPS logger to the Licensee (the "Warranty Period"), Little LogBook warrants that the Software shall perform in all material respects according to Little LogBook’s specifications concerning the Software when used with the appropriate computer equipment; operating system with the correct user rights and permissions. In the event of any breach or alleged breach of this warranty, Licensee shall promptly notify Little LogBook and return the Software to Little LogBook at Licensee’s expense. Licensee’s sole remedy shall be that Little LogBook shall correct the Software so that it operates according to the warranty. This warranty shall not apply to the Software if modified by anyone or if used improperly or on an operating environment not approved by Licensor.
(B) In the event of any defect in the media upon which the Software is provided arising within one year of the date of purchase of the Software, Little LogBook shall provide Licensee a new copy of the Software in electronic format and/or provide a link to download the software.
7. Software Maintenance
(A) Standard maintenance
During the Warranty Period, Little LogBook shall provide to Licensee any new, corrected or enhanced version of the Software as created by Little LogBook. Such enhancement shall include all modifications to the Software which increase the speed, efficiency or ease of use of the Software, or add additional capabilities or functionality to the Software, but shall not include any substantially new or rewritten version of the Software.
(B) Optional maintenance
After expiration of the Warranty Period, Licensee may continue to receive maintenance support for successive twelve (12) month periods. The charge for such optional maintenance support shall be Little LogBook's regular list price for maintenance and support for the Software as published from time to time by Little LogBook. Licensor shall notify Little LogBook in writing if it desires to receive optional maintenance. If Licensee fails to take optional maintenance and later elects to receive it, Little LogBook reserves the right to charge Licensee its maintenance fees for the period of the lapse in maintenance. Little LogBook may elect to discontinue maintenance at any time upon notice to Licensee, and refund of any then unearned maintenance fees.
8. Third Party Software assistance
Little LogBook applies the assistance of Google Maps™. The User or Licensee hereby agrees to adhere and be subject to all terms and conditions of maps.google.com and earth.google.com published on these mentioned websites from time to time.
9. Warranty Disclaimer
LITTLE LOGBOOKS' WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10. Limitation of Liability
Little LogBook shall not be responsible for, and shall not pay, any amount of incidental, consequential or other indirect damages, whether based on lost revenue, lost of data, systems or GPS failures, or otherwise, regardless of whether Little LogBook was advised of the possibility of such losses in advance. In no event shall Little LogBook's liability hereunder exceed the amount of license fees paid by Licensee, regardless of whether Licensee's claim is based on contract, tort, strict liability, product liability or otherwise.
11. Governing Law
This Agreement shall be construed and enforced in accordance with the laws of South Africa.
12. No Assignment
Neither this Agreement nor any interest in this Agreement may be assigned by Licensee without the prior express written approval of Little LogBook.
13. Final Agreement
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. The Licensee agree to regularly view all new terms and conditions of Little LogBook, which terms and conditions as revised will become terms and conditions read together with this Agreement, and shall be incorporated herein, without any further notice to the Licensee.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.