This End User Licence Agreement constitutes a legal agreement ("Licence Agreement") between you (the End User, either an individual or an entity) and DataMasque Limited (“we”, “our”, “us”) for the DataMasque™ software described in your Order Form, including any software, media, and accompanying on-line or printed documentation (together, the “Software”). By clicking on the "Accept" button, installing, copying or otherwise using the Software, you agree to be bound by the terms of this Licence Agreement as set out below. If you do not agree to the terms of this Licence Agreement, click on the "Cancel" button and do not install or use the Software.
The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property rights and treaties. Upon your acceptance of this Licence Agreement, we grant you a non-exclusive licence to use the Software on the terms set out in this Licence Agreement and your Order Form. Title, ownership, rights, and Intellectual Property Rights in and to the Software shall remain with us and/or our licensors. The Software is intended only for use in conjunction with supported systems as defined in our support matrix (https://datamasque.com/solution/#SupportMatrix), and use of the Software is subject to any limitations imposed by that system. You may:
You may not:
You acknowledge and agree that the Software involves and includes proprietary Intellectual Property Rights, information and methodology, and that any disclosure or use of the Software not expressly authorised in this Licence Agreement is not permitted and will result in irreparable injury to us and our licensors not compensable by money damages. Accordingly, you agree that we and our licensors may be entitled to injunctive or other equitable relief to enforce this Licence Agreement and/or prohibit any breach thereof, threatened or actual. The foregoing shall be in addition to, and without prejudice to, or limitation on, any other rights we and our licensors may have under this Licence Agreement, at law or in equity.
You acknowledge that the success of the Software requires your timely co-operation, and you agree to:
For the purposes of this Licence Agreement:
The Software enables you to mask specified data on a Target Database, using rulesets and other configurations specified by you.
Use of the Software is limited to the maximum masked database size specified by you in the Order Form.
The Licence is specific to the Target System and does not permit the Software to be installed or utilised on any other computer. If (at any time) you wish to:
you will need to obtain an upgraded Licence key from us.
You require a Licence for each Target System.
Users can define and customize use of the Software to work on remote Target Database(s) either via encryted or unencrypted protocol* by applying, adopting or modifying rule settings and other configurations when using the Software. When these rules settings and other configurations are utilised remotely, information may be disclosed to and through third-party communications service providers. You consent to this information disclosure and use, and you acknowledge and agree that third-party communications services may not be reliable, confidential or continuously available, and that we have no responsibility for third-party communications services.
*We recommend using encrypted protocols for all datamasking.
We may suspend, disconnect or discontinue your Software Licence at any time without notice and without compensation, if in our reasonable opinion:
You will be entitled to obtain updates for the Software for the term of this Licence Agreement, if and as they are released. Updates consist of new releases of the Software which provide functional enhancements and error corrections. All such updates shall be deemed to be part of the Software and shall be subject to the terms and conditions of this Licence Agreement. Software updates include release updates and version upgrades of the Software, but does not include upgrades from one Software product to another. We may vary the technical functionality and operational specification of the Software at any time without notice to you, provided that this does not affect the Software in a materially adverse manner.
We will not collect or use any personal information from you, except where provided by you (e.g. when you order Software or request support). If you submit or upload personal information to us or our related companies, you consent to the collection, use, processing, transmission and disclosure of that information by us and our related companies. You warrant that you have obtained all necessary consents to disclose the personal information to us and our related companies, and for us and our related companies to retain and use that information for the supply of Software requested by you and any of the other purposes set out in our current privacy statement (accessible at https://datamasque.com/privacy-statement). Our privacy statement may be updated from time to time. The parties hereby agree that our privacy statement, as may be modified from time to time by us, is incorporated into this Agreement.
When you use our Software, or upon Licence renewals, then we may receive and store diagnostic and usage data and information relating to the performance and use of the Software and your environment. We may use this system information for future reference and support, for internal purposes such as auditing, billing, data analysis, and research, and to help us develop, deliver, promote and improve our products and services. We will not disclose any system information which identifies the user or the user environment to third parties.
This Licence Agreement shall terminate automatically if you fail to comply with the terms and conditions of this Licence Agreement. No notice shall be required from us to effectuate such termination. Upon termination, including the expiry of any trial period, you must cease using and delete all copies of the Software and accompanying documentation, and at our request provide certification of the same. The Software may contain software locking or disabling features which may activate upon attempted use of the Software in breach of this Licence Agreement. You agree that incorporation of these features into the Software is commercially reasonable and you accept all risk associated with these features.
The following provisions are without prejudice to any rights you may have at law which may not be legally excluded. We make the Software available to you for use, on the following conditions:
The End User is solely responsible for (and we have no liability for):
Accordingly, the Software is made available to you “as is” and we make no warranty as to its use or performance. We do not and cannot warrant the performance or results you may obtain by using the Software.
If we breach any provision of this Licence Agreement (or any rights you may have at law which may not be legally excluded) our entire liability and your exclusive remedy shall be, at our option, either:
We do not, unless otherwise expressly recorded in writing, warrant that the Software will comply with any statutory or regulatory requirements in any particular territory that may be applicable to operation of the Software. To the maximum extent permitted by law, we disclaim all warranties, either oral or written, express or implied, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose, with regard to the Software. Except as expressly provided above and to the maximum extent permitted by applicable law, we (together with our directors, officers, employees, agents and related companies) shall not be liable for any damages whatsoever (including, without limitation, damages for lost revenues, loss of business profits, business interruption, loss of business information, or any other pecuniary loss, or any direct, indirect, special, incidental, punitive, exemplary or consequential damages of any nature, whether or not foreseeable) arising out of the use of or inability to use the Software even if we have been advised of the possibility of such damages.
Mandatory statute or consumer warranty laws may apply to the Software. If such a law applies, then no provision in this Agreement shall operate to exclude any consumer guarantee, warrantee or right imposed or implied, provided however that our liability is limited to (at our option):
You shall be liable for, and shall indemnify and hold us (together with our directors, officers, employees, agents and related companies) harmless from and against any and all actions, claims, costs, damages or liabilities (including our actual attorneys' fees) arising out of or relating to any breach of this Licence Agreement by you.
You agree to keep all information relating to:
confidential, unless first receiving our approval in writing to disclose such information.
We reserve the right to use your name (and logo) to publicise the fact that you are one of our customers. We may engage with you to complete a case study however any material published will not contain any commercially confidential information.
This Licence Agreement:
This Licence Agreement may only be modified in writing signed by you and one of our authorised officers. If any provision of this Licence Agreement is found void or unenforceable, the remainder will remain valid and enforceable according to its terms. This Agreement shall be construed, interpreted and governed by New Zealand law, excluding sections 202 – 206 of the Contract and Commercial Law Act 2017 (United Nations Convention on Contracts for the International Sale of Goods). You submit to the exclusive jurisdiction of the New Zealand Courts. Neither party shall be liable for losses caused by natural disasters, strikes or labour disputes, disruption of communications or other acts or conditions beyond the reasonable control of such party. There is no joint venture, partnership, agency or fiduciary relationship existing between the parties, and the parties do not intend to create any such relationship by this Licence Agreement. The provisions of sections 2 – 5, 9 - 15 and 17 shall survive the expiration or termination of this Licence Agreement. A party's waiver of any breach or its failure to enforce any term of this Licence Agreement may not be deemed a waiver of any other breach or of its right to enforce the same term or others in the future. This Licence Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, provided that this Licence Agreement may not be assigned by End User (whether by operation of law or otherwise) without our prior written consent, which consent may be withheld in our sole discretion. This Agreement is intended to confer benefits on our licensors holding proprietary interests in the Software, and according the licensors may enforce this Agreement.
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