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License Agreement:

YOUR RIGHT TO USE THIS SERVICE IS SUBJECT TO THE TERMS SET OUT IN THIS SUBSCRIPTION AGREEMENT. CLICKING ON ACCEPT INDICATES YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT ACCEPT OR UNDERSTAND THEM, YOU SHOULD SEEK ASSISTANCE

1. Definitions

1.1 In these Terms and Conditions unless the context otherwise requires:

"The Acceptance Date" means the date on which you accept these Terms and Conditions and download and/or start using the Software.

"Backup" means the process of transferring Data from one Computer System to another computer, either over your own network, or over the Internet using the services of an ISP.

"The Backup Software" means the Software offered by the Company for Data storage for which this License applies.

"The Company" means ZipToNet Ltd.

"The Server" means the computer system, owned either by the user or supplied by an Internet Service Provider or supplied by another third party and used to provide the Backup Services, its Web Site and other ancillary functions.

"Credit Card" means a credit card bearing the Visa, or MasterCard/Euro Card symbols.

"Credit Card Company" means a company offering a Credit Card.

"Data" means any programmes, data or other information copied, or to be copied from your Computer System for storage during a Backup and stored, or to be stored on the Server and potentially restored at a later date.

"The Manuals" means any documentation, in whatever form supplied, on how to use the Software.

"The Payment Date" means the Acceptance Date when your Fee for making use of the software becomes payable.

"Photograph" means a photograph as defined in s84(3) of the Criminal Justice and Public Order Act 1994 and includes the negative as well as the positive and data stored on a computer disc or by other electronic means capable of conversion into a photograph.

"Pseudo-photograph" means an image, whether made by computer-graphics or otherwise howsoever, which appears to be a photograph, as defined in s84(7) of the Criminal Justice and Public Order Act 1994.

"The Software" means any computer programme supplied by ZipToNet to enable your Data to be stored on the Server.

"The License Fee" means the amount payable for the use of the ZipToNet software.

"Web Site" means a site at which text, graphics, data, files and information are stored electronically and access to which is made available to organisations and the general public via the Internet.

1.2 The expressions Individual or Corporate are used to describe the end-user licensed to use the software.

Backup Services whose attributes are shown in the Service Plans.

1.3 The expression Trial Service is used to describe the Backup Services that are made available free of charge for a limited time period, to the whole of, or sections of, the general public from time to time. The attributes of these services may vary and will be advertised when each Trial Service is offered.

2. Company Services

The Company provides its software to enable you to store Data on a designated Server in consideration of your:

2.1 agreement to the following terms and conditions;

2.2 paying the license fee for using the software; and

2.3 continuing payment of an annual Maintenance Fee where appropriate.

3. Permitted and Prohibited Acts by the User

3.1 You are permitted to use the Software to Backup your Computer System as frequently as authorised.

3.2 Subject to you purchasing a Multi-User License, you are permitted to allow other licensed users to use the Software to Backup their Computer System as frequently as authorised on to your server.

3.3 You are prohibited from doing, or allowing others to do, the following:

3.4.1 using or copying the Software, the name 'ZipToNet', its Logos and Trademarks except to the extent permitted by this Agreement or by statute;

3.4.2 transferring the Software, any Manuals and/or the Licence to any other individual or entity whether on a permanent or temporary basis. If you transfer possession of any copy of the Software to another person, your Licence is automatically terminated and you are in breach of this License Agreement;

3.4.3 distributing, renting, loaning, sub-licensing or otherwise dealing in the Software and Manuals;

3.4.4 altering, adapting, merging, modifying or translating the Software, Company Graphics and Logos or any Manuals in any way for any purpose, including, without limitation, for error correction except to the extent permitted by statute;

3.4.5 reverse-engineering, disassembling or de-compiling the Software except that the User may de-compile the Software only to the extent permissible by law where this is indispensable to obtain the information necessary to achieve the interoperability of an independently created programme with the Software or with another programme and such information is not readily available from the Company or elsewhere; or attempt to reconstruct or discover any of ZipToNet's Automatic Remote Backup Software source codes, underlying ideas, algorithms, security encryption, trade secrets or other proprietary information by any means whatsoever, (ii) create derivative works from or otherwise modify this Service, or (iii) copy or otherwise reproduce the Documentation.

3.4.6 removing, changing or obscuring any product identification or notices of proprietary rights and restrictions on or in the Software, Trademarks, Logo's and Manuals;

3.4.7 using the Backup Services to store Photographs, Pseudo-photographs, films, articles, sound records, messages, or any other material that may be stored in a computer that may be described as indecent or obscene or is otherwise illegal; or

3.4.8 exporting, sending, transmitting or otherwise removing the Software from the Country in which you have been licensed to use it.

3.4.9 using the Backup Services to store Data knowingly containing a computer worm or virus, or part thereof, regardless of whether the worm or virus is capable of causing any damage.

4. License Fee and Set-up Charges

4.1 The License Fee shall include the cost of the Software and the Right to use in in accordance with the Terms & Conditions of the Agreement for the sole use of backing-up data.

4.2 In addition an Subscription Fee, the Company also reserves the right to charge a Set-up Charge, as and where appropriate, which shall be levied if it is necessary that customer specific modifications are to be made to the software and/or installation of the software has to be carried out by a qualified ZipTonet Engineer or one of its sub-contractors. The Company shall invoice for any Set-up Charge at the time of the initial Payment Date.

4.3 The Annual Maintenance Fee is payable at the beginning of each subsequent year after the initial date from when the Software Licence was purchased and will be invoiced to the billing address and must be settled within 14 days of the invoice date.

4.4. Failure for an outstanding Corporate Account to be settled within 14 days of the invoice data will automatically result in a breach of the License Agreement and the User is forbidden to use the Software until such time when payment of any outstanding invoice has been settled in full.

4.5 The Company shall be entitled to vary the Software Licence Fee, however the Annual Maintenance Charge will be set either at the time of the initial purchase of the Software Licence or the User will have the option to accept any annual increase in Annual Maintenance Fee if the Charge has not be preset for a limited time period at the time of purchasing the software. However, the Company agrees that any increase in Annual Maintenance Fee will not be more frequent than once in every calendar year. The Company shall notify you of any changes to the Charges at least three months before the changes become effective.

4.6 The Company reserves the right to charge you interest in respect of the late payment of any sum due under this agreement (after as well as before judgement) at the rate of 3% per annum above the base rate from time to time of the Royal Bank of Scotland plc from the date due until payment.

4.7 All charges and other sums payable by you under these Terms and Conditions are inclusive of any applicable value added tax, which shall be additionally payable by you together with the charge or the sum in question. The Company will provide VAT invoices on request.

5. Term and Termination

5.1 If the Service Plan chosen is:

5.1.1 the Free Trial Service, the Subscription will last for 30 days unless terminated earlier;

5.1.2 the License will continue whilst the software is used.

5.2.1 Your Licence to use the Software, and any Manuals will terminate automatically if you fail to comply with any of the Terms and Conditions of the License Agreement.
5.2.2 Your Licence to use the Software, Service and any Manuals will terminate should there be any outstanding payments due on your account for a period in excess of 14 days from the billing date.

5.2.3 Your Licence will also terminate without further action or notice by the Company if you become bankrupt, go into liquidation, suffer or make any winding up petition, make an arrangement with your creditors, have an administrator, administrative receiver or receiver appointed or suffer or file any similar action in consequence of debt.

5.2.4 Either party may terminate the Agreement at any time upon giving the other party at least one month's notice, such notice to end on the last day of a calendar month and you will be billed up until the end of that calendar month.

5.3 Following termination of your Licence, for whatever reason:

5.3.1 you will destroy the Software and any Manuals together with all copies in any form, including copies on your hard and backup disks;

5.3.2 any use of any copies of the Software or Manuals will be unlawful; and

5.3.3 the Company shall have the right to recover the software if desired.

6. Exclusion of Warranties by the Company

6.1 The software is provided "as is" without warranty of any kind. ZipToNet Ltd further disclaims all implied warranties including, without limitation, any implied warranties of merchantability or of fitness for a particular purpose. The entire risk arising out of the use of the software and any documentation remains with you. In no event shall ZipToNet Ltd or anyone involved in the creation or documentation of the software be liable for any damages whatsoever (including, without limitation, damages for loss of business or personal profits, interruption of business or personal activity, loss of business or personal information, or other monetary loss) arising out of the use or inability to use the software or documentation. You agree not to obtain or use the software in any state or country that does not allow the exclusion or limitation of liability for consequential or incidental damages.

6.2 To the extent permitted by statute, the Company and its suppliers make and you receive no warranties, conditions or representations, express or implied, statutory or otherwise, about the Backup of data and without limitation the implied terms of merchantability and fitness for purpose are excluded. The Company does not warrant that the operation of the Software or access to your Server or any Web Site will be error free or uninterrupted. It is your responsibility to ensure that the Software is suitable for your needs and the entire risk as to the performance and results of the Software and data backup, is assumed by you.

7. Warranties and indemnities by the Licensee

7.1 You acknowledge that the Software is not designed and produced necessarily exclusively for you and that you are responsible for their selection.

7.2 You warrant to the Company that at all appropriate or material times, you will maintain and have maintained a registration under the Data Protection Act 1984.

8. Ownership.

8.1 ZipToNet Ltd, owns the Software and its structure, organization, intellectual property, Trademarks, logos and code which are the valuable trade secrets of ZipToNet and are protected by English Copyright Law and other laws, international treaty provisions and applicable laws, including intellectual property, of the country in which it is being used. The Software and Documentation are licensed and not sold to you. Except as licensed in this Agreement, ZipToNet Ltd retains all rights, titles and interests in the English Software and to the Software and Documentation worldwide.

9. Confidentiality

9.1 ZipToNet Ltd will use all reasonable efforts to prevent the unauthorized disclosure of all your Registration Details, which will be kept confidential. Although every effort is made to provide total security and multi-level encryption of all information and for safeguarding your data, ZipToNet Ltd, will not be held responsible for any matter beyond its reasonable control, including, without limitation, unauthorized electronic access of your confidential information or data. In the event that ZipToNet Ltd is served a subpoena or is otherwise legally compelled to provide access to your data, ZipToNet Ltd will provide you with notice of the same as soon as practical to enable you to take action you deem necessary to prevent any such access.

10. Liability Limitation

10.1 IN NO EVENT, INCLUDING NEGLIGENCE, SHALL ZIPTONET LTD, AND ITS SUPPLIERS, BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER (INCLUDING, WITHOUT LIMITATION, LOSS OF PERSONAL OR BUSINESS PROFITS, PERSONAL OR BUSINESS INTERRUPTION, LOSS OF PERSONAL OR BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) OR ANY OTHER DAMAGES OR LOSSES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR RECOVER/RESTORE YOUR DATA BACKED UP USING THE SOFTWARE, EVEN IF ZIPTONET LTD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE AND UNDERSTAND THAT IN NO EVENT SHALL ZIPTONET'S TOTAL LIABILITY TO YOU EXCEED THE LIST PRICE ZIPTONET CHARGES YOU FOR A LICENSE TO THE SERVICE EVEN IF ZIPTONET SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING PROVISIONS SHALL BE ENFORECEABLE TO THE MAXIMUM EXTENT PERMITTED BY LAW. BY ACCEPTING THIS AGREEMENT YOU AGREE TO TAKING RESPONSIBILITY FOR ANY LEGAL CHARGES THAT MAY ARISE THROUGH ANY LEGAL CLAIM FOR DAMAGES OR LOSSES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR RECOVER/RESTORE YOUR DATA BACKED UP USING THE SOFTWARE.

11. Force Majeure.

11.1 Notwithstanding any warranty provided herein, ZipToNet Ltd, and it's Directors and employees and suppliers shall not be liable for non-performance, inability to recover/restore data backed up using the Software, delay, errors, data loss or other loss caused by any event reasonably beyond ZipToNet's control including, but not limited to acts of God, war, hostilities, revolution, civil disorder, national emergency, strikes, lockouts, unavailability of supplies, epidemics, fire, flood, earthquake, force of nature, explosion, embargo or any law, proclamation, regulation, ordinance or other act or order of any court, government or governmental agency.

12. Warranties and indemnities by the Licensee

12.1 You acknowledge that software in general, is not error-free and agree that the existence of such errors shall not constitute a breach of this Licence.

12.2 You acknowledge that the although the Software may have been designed and produced to your requirements you are responsible for its selection and acceptance that it meets your requirements and works in synchronization with your computer system.

12.3 You warrant to the Company that at all appropriate or material times, you will maintain and have maintained a registration under the Data Protection Act 1984.

12.4 You warrant to the Company that at no time will you use the Software on a Computer System on which there is a computer worm or virus of any type, regardless of whether the worm or virus is capable of causing any damage.

12.5 You hereby undertake to the Company that you will, without prejudice to any other right of action which the Company may have, at all time keep the Company fully and effectively indemnified against all and any liability (which liability shall include, without limitation, all losses, costs, claims, expenses, demands, actions, damages, legal and other professional fees and expenses on a full indemnity basis) which the Company may suffer or incur as a result of, or by reason of, any breach or non-fulfilment of any of your obligations in respect of this Licence and in respect of all and any damage to your computer(s) and Servers and the Proprietary Software as a result of any computer worms or viruses introduced thereto directly or indirectly by you or anyone using the Software supplied to you or accessing the Company's Web Site on your behalf.

13. Disclaimer

13.1 The software is provided "as is" without warranty of any kind. ZipToNet Ltd further disclaims all implied warranties including, without limitation, any implied warranties of merchantability or of fitness for a particular purpose. The entire risk arising out of the use of the software and documentation remains with you. In no event shall ZipToNet or anyone involved in the creation or documentation of the software be liable for any damages whatsoever (including, without limitation, damages for loss of personal or business profits, interruption of personal or business activity, loss of personal or business information, or other monetary loss) arising out of the use or inability to use the software or documentation. You agree not to obtain or use the software in any state or country that does not allow the exclusion or limitation of liability for consequential or incidental damages.

13.2 In no event will either the Company or its suppliers be liable for any direct, consequential, incidental, or special damage or loss of any kind (including without limitation loss of profits, loss of contracts, personal or business interruptions, loss of or corruption to data) however caused and whether arising under contract, tort, including negligence, or otherwise.

13.3 If any exclusion, disclaimer or other provision contained in this Agreement is held invalid for any reason and the Company becomes liable for loss or damage that could otherwise be limited, such liability, whether in contract, negligence or otherwise, will not exceed the amount actually paid by you for the Backup Software Licence.

14.4 The Company does not exclude or limit liability for:

14.4.1 death or personal injury resulting from an act or negligence of the Company; or

14.4.2 damage caused by a defect in the Software or inability of the user in accessing and/or restoring data backed-up using the Software, within the meaning of the Consumer Protection Act 1987 Part I.

14.5 You acknowledge that the allocation of risk in this Agreement reflects the price paid for the Software and also that it is not within the Company's control how and for what purposes the Software and the Backup Service are used by you.

15. Entire Agreement

15.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written agreements, understandings or arrangements between them relating to the subject matter of this Agreement.

15.2 Nothing in this Agreement shall create or be deemed to create a partnership nor the relationship of employer and employee nor principal and agent between the parties.

16. Severability

If any court or administrative body of competent jurisdiction shall find any provision of this Agreement to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision, which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.

17. Waiver

The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

18. Notices

Any notice, request, instruction or other document to be given under the Terms and Conditions shall be delivered or sent by first class post, e-mail or by facsimile transmission (such facsimile transmission notice to be confirmed by letter posted within 12 hours) to the postal address, e-mail address or to the facsimile number of the other party set out in this agreement (or such other addresses or numbers as may have been notified) and any such notice or other document shall be deemed to have been served (if delivered or sent by e-mail) at the time of delivery, (if sent by post) upon the expiration of 48 hours after posting and (if sent by facsimile transmission) upon the expiration of 12 hours after dispatch.

19. Headings

Headings to clauses in this agreement are for the purpose of information and identification only and shall not be construed as forming part of this agreement.

20. Law

This agreement shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the non-exclusive jurisdiction of the English courts.

Licence