Rentsoft Meter Terms and Conditions Version 2.0, 1st August 2014 Thank you for choosing The Software Efficiency Service and Rentsoft Meter. This page contains the terms and conditions of the agreement between you and The Business Software Centre Limited, and governs your download and ongoing use of Rentsoft Meter from www.rentsoftmeter.com. If you do not agree to all of these Terms and Conditions, you should not download or use the software. 1. Introduction and Definitions 1.1. In these terms and conditions these words have the following meaning: 1.2. “Software usage metering” refers to the recording and measurement of software usage on a Device. 1.3. “Rentsoft Meter” means the software usage metering software produced by the Licensor. The system has two components; a client, deployed to each Device and a server, which provides access to the Usage Data. 1.4. Any reference to “the software” means Rentsoft Meter. 1.5. “Licensor” means The Business Software Centre Limited, (Company Number 3899549) whose registered office is at ViewPoint, Basing View, Basingstoke, Hampshire, RG21 4RG, United Kingdom. 1.6. "Licensee" means the organisation using Rentsoft Meter under these terms and conditions. 1.7. Any reference to “you” shall mean the Licensee. 1.8. “Device” means any physical or virtual appliance for which software usage metering is performed, including but not limited to virtual machines, standalone computers, networked computers and computer servers that the software operates on. 1.9. “Client Component” means the Windows service deployed to each Device to meter software usage. 1.10. “Server” means the computer servers operated by the Licensor to provide the entire Rentsoft Meter service including but not limited to the database, web application and web server. 1.11. "Title" means an individual software application or service being metered for the the Licensee in Rentsoft Meter. 1.12. “Product List” means the complete list of Titles being metered for the Licensee in Rentsoft Meter. 1.13. “Website” means the entire domain including the private Licensee-specific Rentsoft Meter site and the public pages found at https://www.rentsoftmeter.com. 1.14. “Usage data” means the session data for a Title on a Device. 1.15. “Reports” means the formatted presentation of aggregated Usage Data. 1.16. "Support" means technical support. 2. Becoming a Licensee 2.1. Upon the Licensee’s payment of the set-up fees shown in the pricing proposal, the Licensor grants the Licensee a non-exclusive, non-transferable license to use Rentsoft Meter. 2.2. The Licensee will provide the Licensor with the Product List for its use of Rentsoft Meter. 2.3. The Licensor will create an instance of the database and create a private website for the Licensee. 2.4. The Licensor will issue the Licensee with the URL and user credentials for the private Rentsoft Meter website. 2.5. The Licensee may install the Rentsoft Meter Client Component on the number of Devices specified in the pricing proposal. 2.6. The Licensee agrees to provide the Licensor with accurate Device information and to keep it up to date. 3. Payment 3.1. The Licensee shall pay the license and service fees as specified in the pricing proposal. The Licensee shall make all payments in accordance with the instructions in the pricing proposal. 3.2. Ongoing subscription charges for Rentsoft Meter are invoiced quarterly in advance. Payment is due within 30 days of the invoice. 3.3. You may cancel your Rentsoft Meter subscription by giving 90 days prior written notice. 4. Use of Rentsoft Meter 4.1. In these Terms and Conditions, Use shall be defined as including the installation of the Rentsoft Meter Client Component on the number of Devices specified in the pricing proposal. Use shall also incorporate browsing to the private Licensee-specific Rentsoft Meter website. 4.2. All Devices with the Client Component installed must have an internet connection in order to be able to transmit Usage Data and receive configuration updates. For laptops, this connection may only be available on occasion but you acknowledge that this will affect the completeness of Usage Data. 4.3. If you experience any problems using Rentsoft Meter, you should contact Rentsoft Meter Support by telephone or email. Contact details and opening times are listed on the Website and in the Rentsoft Meter User Guide. Calls may be recorded and/or monitored for training and quality control purposes. 5. Data 5.1. The Client Component will communicate with the Server to transmit Usage Data and receive configuration updates. By installing the Client Component you agree to automatically request and receive updates from the Server. 5.2. Any or all of the following comprises Usage Data which is collected by the Client Component and is transmitted to the Server:- Process ID – the name and version of a metered Title Client ID – the machine name or the display name of a Device Staff ID – the username of a person using a Title on a Device Session ID – the usage time for a user of a Title on a Device 5.3. Usage Data is aggregated and made available in a set of Reports on a private Rentsoft Meter website. 5.4. The Licensee agrees that Usage Data may be used by the Licensor for research into its customer base and for creating aggregated, anonymous benchmarking data. 5.5. The Business Software Centre takes the protection of data seriously and seeks to take all steps necessary to ensure that your data is protected. 5.6. Usage Data will be retained by The Business Software Centre Limited for a period of one year. 6. Licensee’s Undertakings By accepting these terms and conditions you hereby undertake:- 6.1. Not to copy the software except as permitted by sub-clause 2.6; 6.2. Not to disassemble, decompile or otherwise reverse-engineer the software; 6.3. To ensure that your employees, agents and other parties under your control who will use the software do so in accordance with these terms and conditions and are notified of the same; 6.4. To reproduce and include any and all copyright notices of the Licensor as they appear in or on the software and any and all copies thereof; 6.5. Not to permit or facilitate the use of the software in any manner which could constitute a breach of these terms and conditions; 6.6. Rentsoft Meter 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 the Licensor. 7. Limited Warranty 7.1. Subject to the limitations and exclusions of liability below, the Licensor warrants that the software will materially conform with any documentation that accompanies it and with any specifications or descriptions provided by the Licensor. 7.2. Subject to sub-Clause 7.1, the software is provided “as is” without any warranty of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. 7.3. The Licensor does not warrant that the software will be error-free or that such errors will be corrected and the Licensee is solely responsible for all costs and expenses associated with the rectification, repair or damage caused by such errors. 7.4. The Licensor shall not be liable if the software fails to operate in accordance with the limited warranty set out in sub-clause 7.1 as a result of any modification, variation or addition to the software not performed by the Licensor or caused by any abuse, corruption or incorrect use of the software, including use of the software with equipment or other software which is incompatible. 7.5. In the event that the Licensor incurs any liability of any kind, that liability shall be limited to the license fee paid by the Licensee for the software. Nothing in this clause 7 nor in the remainder of these terms and conditions shall limit or exclude the Licensor’s negligence nor for fraudulent misrepresentation. 8. Your Statutory Rights These terms and conditions give you specific legal rights and you may also have other rights that vary from one country to another. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the limitations and exclusions included in these terms and conditions may not apply to you. Other jurisdictions do allow limitations and exclusions subject to certain conditions. In such a case the limitations and exclusions included in these terms and conditions shall apply to the fullest extent permitted by the laws of such applicable jurisdictions. If any part of the limitations or exclusions in these terms and conditions is held to be void or unenforceable, such part shall be deemed to be deleted from these terms and conditions and the remainder of the limitation or exclusion shall continue in full force and effect. Any rights that you may have as a consumer (i.e. a purchaser for private as opposed to business, academic or government use) are not affected. 9. Intellectual Property Rights The software and related documentation are copyright works of authorship and are also protected under applicable database laws. The Licensor retains ownership of the software, all subsequent copies of the software and all intellectual property rights subsisting therein, regardless of the form in which such copies may exist. These terms and conditions are not a sale of the original software or any copies thereof. 10. Term and Termination 10.1. These terms and conditions are effective until terminated. 10.2. These terms and conditions shall terminate upon conditions set out in the pricing proposal or if you do not agree or fail to comply with these terms and conditions. 10.3. You agree that, upon such termination, you will remove the software including any copies in whatever form. 10.4. You agree that, upon termination, you will no longer have access to the private Licensee-specific Rentsoft Meter website and the Reports therein. 11. General 11.1. Each party irrevocably agrees that the courts of the country of registration of the Licensor, its subsidiary office, or reseller which issues an invoice for the software shall have exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of or in relation to these terms and conditions and the place of performance of these terms and conditions shall be 11.2. These terms and conditions constitute the complete and exclusive statement of the agreement between the Licensor and you with respect to the subject matter of these terms and conditions and supersede all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to that subject matter. 11.3. Any clause in these terms and conditions that is found to be invalid or unenforceable shall be deemed deleted and the remainder of the terms and conditions shall not be affected by that deletion. 11.4. Failure or neglect by either party to exercise any of its rights or remedies under these terms and conditions will not be construed as a waiver of that party’s rights nor in any way affect the validity of the whole or part of these terms and conditions nor prejudice that party’s right to take subsequent action. 11.5. These terms and conditions are personal to you and subject to clause 6 you may not assign, transfer, sub-contract or otherwise part with this agreement or any right or obligation under it without the Licensor’s prior written consent. © The Business Software Centre Limited 2014. All rights reserved.