End-User License Agreement

This is a legal agreement between you (either an individual or a business entity) and Legrand CRM Pty Ltd (“Legrand”), a company incorporated in the Commonwealth of Australia.  By installing or using Legrand CRM software applications you are agreeing to be bound by the terms and conditions of this End-User Licence Agreement (“Agreement”). If you do not wish to accept the terms of this Agreement do not install or use the software.

Definitions

1. “Legrand”, “Legrand Group”, “we”, “us”, “our” means Legrand CRM Pty Ltd, incorporated in the Commonwealth of Australia.
2. “Subscriber”, “User”, “You” means the person who installs or uses the software, whether on a trial period or on a paid subscription, and includes any company or legal entity on whose behalf the person registers to use the software
3. On-Premise CRM and Desktop CRM mean the Legrand CRM software application that runs on a Windows 10 computer or a Windows Terminal Server
4. Web CRM means the Legrand CRM Web application that is hosted on your Windows IIS server in your network
5. Cloud CRM means the Legrand CRM Web application that is hosted on Legrand’s cloud servers
6. Mobile CRM means the Legrand CRM mobile app on your mobile device
7. “licence key” means a serial number and encrypted licence code issued to you by Legrand to activate and enable the use of the Legrand CRM software
8. Desktop licence: means a licence key to use Legrand Desktop CRM software on a particular Windows 10 computer.  Any user on that computer can use Legrand Desktop CRM to connect to any Legrand CRM SQL database in their network.
9. Named User licence: means a licence key for a specific individual, identified by their full name, email address and the business name or name of the legal entity.  This type of licence is available for Legrand’s Desktop CRM, Web CRM, Cloud CRM and Mobile CRM products.
   For Web, Cloud and Mobile CRM a Named User licence provides access to one CRM database.   For Desktop CRM the Named User licence is tied to a specific SQL server instance and Windows domain; it allows the Named User to access a Legrand CRM database hosted on the nominated SQL server instance in their network.
10. Terminal Server licence: this is a Desktop CRM licence key for a Windows Terminal Server which allows for a specified number of concurrent desktop CRM applications to run on that server.

SOFTWARE LICENCE

The software program and the accompanying documentation and on-line help files are owned by Legrand and are protected by copyright and intellectual property laws and treaties.  This Agreement does not give you any intellectual property rights in the software program or its documentation.

This Software is licensed, not sold, to you on an annual subscription basis for use under the terms of this Licence Agreement.

Legrand hereby grants you a limited, non-transferable, non-exclusive licence to install, access and use the Software and User Documentation only in your business or legal entity until the subscription period ends.

You may not:

1. modify, adapt, translate, reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Software or any portion thereof;
2. use the product or permit any third party to use the product in order to
   a. build a competitive product or service; or,
   b. copy any features functions or graphics of the product; or,
   c. create derivative works based on the product;
3. rent or lease the software
4. transfer the licence to another business or legal entity

Legrand reserves all rights not expressly granted to you in this Agreement.  In the event of a software update the new licence terms of the updated software will apply.

LICENSE REGISTRATION AND VERIFICATION

The Legrand software running on your IT infrastructure – i.e. Legrand On-Premise CRM and Legrand Web CRM – requires licence registration via internet connection and performs periodic licence validation via secure HTTPS communication with Legrand’s licence server to verify compliance with this Agreement.  You agree that Legrand may use these measures to protect itself against software piracy and prevent unlicensed use of the software.

For Desktop and Terminal Server licences a file containing the licence key is stored on the computer that runs Legrand desktop CRM.  With an On-Premise Named User licence the licence information is stored in the CRM database and is tied to a SQL server instance and Windows domain name.

WARRANTY DISCLAIMER

This software program and related documentation are provided “AS IS” and without warranty of any kind either expressed or implied, including, and not limited to, implied warranties of merchantability, quality, and fitness for a particular purpose. Legrand does not warrant that the software program will meet your requirements, or that its operation will be uninterrupted or error free, or that any defects will be corrected.

LIMITATION OF LIABILITY AND DAMAGES

IN NO EVENT SHALL LEGRAND BE LIABLE FOR ANY COMMERCIAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING BY WAY OF ILLUSTRATION AND NOT LIMITATION, DAMAGES FOR LOST PROFITS OR REVENUE, DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAM, LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR LOSSES SUSTAINED BY THIRD PARTIES OR A FAILURE OF THE PROGRAM TO OPERATE WITH ANY OTHER PROGRAMS, EVEN IF YOU OR OTHER PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LEGRAND’S LIABILITY FOR ALL CLAIMS OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED SOLELY TO THE SUBSCRIPTION FEES PAID BY YOU IN THE PREVIOUS 3 MONTHS.

Some jurisdictions do not allow the limitation of implied warranties or the limitation of incidental or consequential damages so this limitation may not apply fully to you, but such limitation shall apply to the maximum extent permitted by applicable law. In the event that any of the above limitations or exclusions are held to be unenforceable Legrand’s total liability shall not exceed the amount of the licence subscription fees paid by you in the 12 months preceding your claim.

SEVERABILITY

If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

TERMINATION OF SUBSCRIPTION LICENCE

This Agreement is automatically terminated after one year unless the Subscription Licence is renewed. Your continued right to use the software is subject to you not being in breach of this Agreement. Without prejudice to any other rights or remedies Legrand may have at law or in equity, this licence agreement will terminate immediately without notice from Legrand if you fail to comply with any provision of this Agreement. Upon termination, you must delete all copies of the software and documentation.

TERMINATION OF SUPPORT AND OTHER SERVICES FOR OUTDATED SOFTWARE VERSIONS

Software has a limited useful life due to changes in technology. Legrand reserves the right to terminate technical support and license activation services for older software versions that may become inoperable or incompatible with current operating systems and hardware. The End-of-Life date of outdated software versions or software products is published on Legrand’s web site.

ENTIRE AGREEMENT

This Licence Agreement constitutes the entire agreement between Legrand and the Licensee.  Any prior representations, statement or undertaking howsoever made are expressly cancelled.

GOVERNING LAW

This Agreement will be construed and enforced in accordance with the laws of the State of New South Wales, Australia, without regard to its conflict of laws principles. Disputes arising in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of New South Wales, Australia
This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.