Terms and Conditions
This agreement is made between (i) Mimic Media (the “Distributor”) which expression shall include its successors
and assignees, (ii) you (“Customer”) and (iii) GFI Software Limited registered in England (company number
04126587) which expression shall include its successors and assignees (“GFI”) (the “Agreement”), Whereby it is
agreed that subject to the terms and conditions herein, the Distributor shall by its employees and agents provide
the GFI MAX RemoteManagement™ software (which includes any updated, upgraded, improved, modified or
corrected version of such software) (the “Product”) under non-exclusive license from GFI and conduct monitoring
and reporting services (the “Services”), as set forth in the applicable Product documentation. The Services cover
the Product and the Windows servers and workstations (“Computers”) on which the Product is installed, for
the Customer’s users (the “Clients”) during the period that this Agreement subsists. Additionally, where it is
documented in the Product documentation that the Product officially installs on non-Windows Computers, the
defined term “Computers” can include such non-Windows Computers.
USE of Software
The Product is the property of GFI and is protected by copyright laws and international treaties. The Services
provided consist of regular monitoring of the Client’s Computers, reporting of any exceptions to the Customer via
email, SMS and the dashboard, asset tracking, reporting and any other Services set forth in the applicable Product
documentation which may be amended from time to time.
While GFI continues to own the Product, the Customer will have certain rights to use the Product after acceptance
of this Agreement. Except only as may be modified by a written license addendum which accompanies this
Agreement, the Customer’s rights and obligations with respect to the use of this Product are as follows:
The Customer may:
i. Make multiple copies of this Product for the sole purpose of installing it on the number of Computers for
which the Customer is paying to be monitored;
ii. Make one copy of the Product for archival purposes.
The Customer may not:
i. Copy the documentation which accompanies the Product;
ii. make any copies of all or part of the Product other than as expressly permitted in this Agreement;
iii. use; Sub-license, rent or lease any portion of the Product or host the Product on your computer for others to
iv. Install the Product on any Computers other than that owned by the Customer’s Clients or by the
Customer, or provide access to the Dashboard except to Clients or employees of the Customer;
v. Reverse engineer, decompile, disassemble, modify, translate, make any attempts to discover the source
code of the Product or create derivative works from the Product;
vi. Use the GFI trademarks (including the HoundDog Technology trademarks) or the Distributor’s trademarks
as part of a product name, trademark or business name, without prior written approval from GFI or the Distributor
(as appropriate);
vii. Create, market or distribute add-ons or enhancements to the Product without the prior written consent
of GFI; or
viii. Copy any portion of the GFI MAX RemoteManagement product graphical user interface for incorporation
into or use for any software or other product or use the GFI trademark as part of a product.
The Customer acknowledges and agrees that:
i. The Customer will provide all problem resolution and repair work for the Client. The Customer shall
supply the Distributor with all information and access required to enable the Distributor to provide the Services.
ii. Should an Internet connection and electrical supply not be provided to the Computers, or if the Customer
has installed the Product on an unsupported platform, the Distributor will not be able to monitor and thus report
on those Computers. It is the responsibility of the Customer and the Client to ensure that this is available at all
relevant times.
iii. The Customer will use its best endeavours to install the latest version of the Product on the Clients’
Computers and acknowledges that the Distributor will only provide technical support for the latest version and the
one immediately previous version of the Product.
iv. GFI is the exclusive owner of all rights in the Product and its accompanying documentation, including all
intellectual property rights in the Product and its accompanying documentation, and including all intellectual
property rights now in existence or which come into existence.
v. Except with the express written permission of GFI, neither the Customer nor the Distributor shall hold
itself out to be the owner of any rights in the Product to any third party, notwithstanding the fact that Customer's
name may appear on the Product.
vi. The Customer will comply with all of the terms and conditions of this Agreement.
vii. Any violation by the Customer of this Agreement will cause GFI and/or the Distributor irreparable harm
entitling GFI or the Distributor (as appropriate) to immediate and permanent injunctive relief in addition to all
other available remedies.
viii. The Customer has had a complete opportunity to review and understand this Agreement before using the
Product.
Confidentiality:
The Distributor and GFI shall ensure that Customer or Client data coming into its or its employees’
possession shall not be used for any purpose other than the provision of the Services. The Distributor and GFI
shall maintain appropriate administrative, physical and technical safeguards for protection of the security,
confidentiality and integrity of the data. The Distributor or GFI shall not disclose data, except as compelled by
law or as we believe it is necessary to do so in order to protect our rights or property and to enforce our terms
of use and legal notices as required or permitted by law, or at the request of government regulators or other law
enforcement officials and the courts. Information may also be provided to third parties in order to fulfill orders or
to provide support services on behalf of the Distributor or GFI. The Distributor or GFI will only provide necessary
information to these third parties. These third parties are not permitted to use or distribute this information for any purpose
other than to provide the ordering service or the support service. The Distributor and GFI make reasonable efforts
to ensure that these third parties adhere to this policy.
The Services:
The Services to be performed are selected and enabled by the Customer during the Product set-up.
They may be adjusted from time to time by the Customer via the agent or via the Dashboard provided with the
Product.
Service Fee:
Customer shall be charged monthly by the Distributor for each individual Service provided on any
Computer which had an active agent installed during that month. An Active Agent is defined as an agent installed
on any Computer which is actively being monitored by the Product. The Customer agrees to pay the monthly fee
to the Distributor for each Service performed during the month and to pay for any applicable one-off charges.
Current Customers shall be provided 30 days notice of any price change.
Cancellation:
The Customer may cancel any or all Services to be performed by de-selecting them via the agent. The
Customer will be invoiced by the Distributor for all Services or any one-off charges provided at any time during the
month of cancellation. In addition to its entitlement to terminate the provision of the Services and this Agreement
in accordance with the Payment clause below, the Distributor may terminate the provision of the Services and this
Agreement forthwith if the Customer commits a material breach of any term of this Agreement and which (in the
case of a breach capable of being remedied) shall not have been remedied within 14 days of a request to remedy
the same, this right being without prejudice to the Distributor’s accrued rights or any other remedy available to it;
Minimum Duration:
The Distributor shall be entitled to charge the Customer for one-month’s duration for any Services enabled.
Payment:
You shall be invoiced by the Distributor monthly in arrears for the Services performed by the Distributor.
The Customer agrees to pay the Distributor within 30 days from the date of invoice. In the event of non-payment
by Customer, the Distributor shall be entitled to terminate the provision of the Services and this Agreement
forthwith without prejudice to its accrued rights or any other remedy available to it.
Repair The Customer will provide all problem resolution and repair work for the Client.
LIMITED WARRANTY:
The Distributor warrants that the media on which the Product is distributed will be free from material defects
for a period of thirty (30) days from the date of delivery of the Product or from the date of acceptance of this
agreement, whichever is first. The Customer’s sole remedy in the event of a breach of this warranty will be that
the Distributor at its option, replace any defective media returned to the Distributor within the warranty period
or refund the money the Customer paid for the Product. Neither the Distributor nor GFI warrants that the Product
will meet your requirements or that the operation of the Product will be uninterrupted or that the Product will be
error free.
THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED
OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NONINFRINGEMENT.
DISCLAIMER OF DAMAGES:
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL
THE DISTRIBUTOR OR GFI BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY SPECIAL, CONSEQUENTIAL,
INDIRECT OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR
INABILITY TO USE THE PRODUCT EVEN IF THE DISTRIBUTOR OR GFI HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. IN NO CASE SHALL THE TOTAL LIABILITY OF THE DISTRIBUTOR AND/OR GFI EXCEED THE FEES
PAID FOR THE USE OF THE PRODUCT. The disclaimers and limitations set forth above will apply regardless of
whether you accept the Product.
GENERAL:
If any article, section or provision of these conditions is found to be invalid, the remainder of them shall continue
in full force and effect. Any conditions, which are null or void, are in this case to be understood such that their
intended purpose is still fulfilled as far as possible. This Agreement and all other agreements, exhibits, and
schedules referred to in this Agreement constitute the final, complete, and exclusive statement of the terms of
the agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior
and contemporaneous understandings or agreements of the parties. This Agreement may not be contradicted by
evidence of any prior or contemporaneous statements or agreements. No party has been induced to enter into
this Agreement by, nor is any party relying on, any representation, understanding, agreement, commitment or
warranty outside those expressly set forth in this Agreement.
The clauses of this Agreement which pertain to GFI’s rights hereunder shall be governed by and constructed in
all respects in accordance with the Law of Scotland and, in connection with matters pertaining to GFI’s rights
hereunder, the parties hereto submit to the non-exclusive jurisdiction of the Scottish courts. The clauses of this
Agreement which pertain to the Distributor’s rights hereunder shall be governed by and constructed in all respects
in accordance with the Law of [insert jurisdiction] and, in connection with matters pertaining to Distributor’s rights
hereunder, the parties hereto submit to the non-exclusive jurisdiction of the courts in [insert jurisdiction]. The
U.N. Convention on the International Sale of Goods is expressly excluded. This Agreement may only be modified
by a license addendum which accompanies this license or by a written document which has been signed by the
Customer, the Distributor and GFI.
By downloading this software to a computer, you agree to be bound by the above Terms and Conditions.
and assignees, (ii) you (“Customer”) and (iii) GFI Software Limited registered in England (company number
04126587) which expression shall include its successors and assignees (“GFI”) (the “Agreement”), Whereby it is
agreed that subject to the terms and conditions herein, the Distributor shall by its employees and agents provide
the GFI MAX RemoteManagement™ software (which includes any updated, upgraded, improved, modified or
corrected version of such software) (the “Product”) under non-exclusive license from GFI and conduct monitoring
and reporting services (the “Services”), as set forth in the applicable Product documentation. The Services cover
the Product and the Windows servers and workstations (“Computers”) on which the Product is installed, for
the Customer’s users (the “Clients”) during the period that this Agreement subsists. Additionally, where it is
documented in the Product documentation that the Product officially installs on non-Windows Computers, the
defined term “Computers” can include such non-Windows Computers.
USE of Software
The Product is the property of GFI and is protected by copyright laws and international treaties. The Services
provided consist of regular monitoring of the Client’s Computers, reporting of any exceptions to the Customer via
email, SMS and the dashboard, asset tracking, reporting and any other Services set forth in the applicable Product
documentation which may be amended from time to time.
While GFI continues to own the Product, the Customer will have certain rights to use the Product after acceptance
of this Agreement. Except only as may be modified by a written license addendum which accompanies this
Agreement, the Customer’s rights and obligations with respect to the use of this Product are as follows:
The Customer may:
i. Make multiple copies of this Product for the sole purpose of installing it on the number of Computers for
which the Customer is paying to be monitored;
ii. Make one copy of the Product for archival purposes.
The Customer may not:
i. Copy the documentation which accompanies the Product;
ii. make any copies of all or part of the Product other than as expressly permitted in this Agreement;
iii. use; Sub-license, rent or lease any portion of the Product or host the Product on your computer for others to
iv. Install the Product on any Computers other than that owned by the Customer’s Clients or by the
Customer, or provide access to the Dashboard except to Clients or employees of the Customer;
v. Reverse engineer, decompile, disassemble, modify, translate, make any attempts to discover the source
code of the Product or create derivative works from the Product;
vi. Use the GFI trademarks (including the HoundDog Technology trademarks) or the Distributor’s trademarks
as part of a product name, trademark or business name, without prior written approval from GFI or the Distributor
(as appropriate);
vii. Create, market or distribute add-ons or enhancements to the Product without the prior written consent
of GFI; or
viii. Copy any portion of the GFI MAX RemoteManagement product graphical user interface for incorporation
into or use for any software or other product or use the GFI trademark as part of a product.
The Customer acknowledges and agrees that:
i. The Customer will provide all problem resolution and repair work for the Client. The Customer shall
supply the Distributor with all information and access required to enable the Distributor to provide the Services.
ii. Should an Internet connection and electrical supply not be provided to the Computers, or if the Customer
has installed the Product on an unsupported platform, the Distributor will not be able to monitor and thus report
on those Computers. It is the responsibility of the Customer and the Client to ensure that this is available at all
relevant times.
iii. The Customer will use its best endeavours to install the latest version of the Product on the Clients’
Computers and acknowledges that the Distributor will only provide technical support for the latest version and the
one immediately previous version of the Product.
iv. GFI is the exclusive owner of all rights in the Product and its accompanying documentation, including all
intellectual property rights in the Product and its accompanying documentation, and including all intellectual
property rights now in existence or which come into existence.
v. Except with the express written permission of GFI, neither the Customer nor the Distributor shall hold
itself out to be the owner of any rights in the Product to any third party, notwithstanding the fact that Customer's
name may appear on the Product.
vi. The Customer will comply with all of the terms and conditions of this Agreement.
vii. Any violation by the Customer of this Agreement will cause GFI and/or the Distributor irreparable harm
entitling GFI or the Distributor (as appropriate) to immediate and permanent injunctive relief in addition to all
other available remedies.
viii. The Customer has had a complete opportunity to review and understand this Agreement before using the
Product.
Confidentiality:
The Distributor and GFI shall ensure that Customer or Client data coming into its or its employees’
possession shall not be used for any purpose other than the provision of the Services. The Distributor and GFI
shall maintain appropriate administrative, physical and technical safeguards for protection of the security,
confidentiality and integrity of the data. The Distributor or GFI shall not disclose data, except as compelled by
law or as we believe it is necessary to do so in order to protect our rights or property and to enforce our terms
of use and legal notices as required or permitted by law, or at the request of government regulators or other law
enforcement officials and the courts. Information may also be provided to third parties in order to fulfill orders or
to provide support services on behalf of the Distributor or GFI. The Distributor or GFI will only provide necessary
information to these third parties. These third parties are not permitted to use or distribute this information for any purpose
other than to provide the ordering service or the support service. The Distributor and GFI make reasonable efforts
to ensure that these third parties adhere to this policy.
The Services:
The Services to be performed are selected and enabled by the Customer during the Product set-up.
They may be adjusted from time to time by the Customer via the agent or via the Dashboard provided with the
Product.
Service Fee:
Customer shall be charged monthly by the Distributor for each individual Service provided on any
Computer which had an active agent installed during that month. An Active Agent is defined as an agent installed
on any Computer which is actively being monitored by the Product. The Customer agrees to pay the monthly fee
to the Distributor for each Service performed during the month and to pay for any applicable one-off charges.
Current Customers shall be provided 30 days notice of any price change.
Cancellation:
The Customer may cancel any or all Services to be performed by de-selecting them via the agent. The
Customer will be invoiced by the Distributor for all Services or any one-off charges provided at any time during the
month of cancellation. In addition to its entitlement to terminate the provision of the Services and this Agreement
in accordance with the Payment clause below, the Distributor may terminate the provision of the Services and this
Agreement forthwith if the Customer commits a material breach of any term of this Agreement and which (in the
case of a breach capable of being remedied) shall not have been remedied within 14 days of a request to remedy
the same, this right being without prejudice to the Distributor’s accrued rights or any other remedy available to it;
Minimum Duration:
The Distributor shall be entitled to charge the Customer for one-month’s duration for any Services enabled.
Payment:
You shall be invoiced by the Distributor monthly in arrears for the Services performed by the Distributor.
The Customer agrees to pay the Distributor within 30 days from the date of invoice. In the event of non-payment
by Customer, the Distributor shall be entitled to terminate the provision of the Services and this Agreement
forthwith without prejudice to its accrued rights or any other remedy available to it.
Repair The Customer will provide all problem resolution and repair work for the Client.
LIMITED WARRANTY:
The Distributor warrants that the media on which the Product is distributed will be free from material defects
for a period of thirty (30) days from the date of delivery of the Product or from the date of acceptance of this
agreement, whichever is first. The Customer’s sole remedy in the event of a breach of this warranty will be that
the Distributor at its option, replace any defective media returned to the Distributor within the warranty period
or refund the money the Customer paid for the Product. Neither the Distributor nor GFI warrants that the Product
will meet your requirements or that the operation of the Product will be uninterrupted or that the Product will be
error free.
THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED
OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NONINFRINGEMENT.
DISCLAIMER OF DAMAGES:
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL
THE DISTRIBUTOR OR GFI BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY SPECIAL, CONSEQUENTIAL,
INDIRECT OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR
INABILITY TO USE THE PRODUCT EVEN IF THE DISTRIBUTOR OR GFI HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. IN NO CASE SHALL THE TOTAL LIABILITY OF THE DISTRIBUTOR AND/OR GFI EXCEED THE FEES
PAID FOR THE USE OF THE PRODUCT. The disclaimers and limitations set forth above will apply regardless of
whether you accept the Product.
GENERAL:
If any article, section or provision of these conditions is found to be invalid, the remainder of them shall continue
in full force and effect. Any conditions, which are null or void, are in this case to be understood such that their
intended purpose is still fulfilled as far as possible. This Agreement and all other agreements, exhibits, and
schedules referred to in this Agreement constitute the final, complete, and exclusive statement of the terms of
the agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior
and contemporaneous understandings or agreements of the parties. This Agreement may not be contradicted by
evidence of any prior or contemporaneous statements or agreements. No party has been induced to enter into
this Agreement by, nor is any party relying on, any representation, understanding, agreement, commitment or
warranty outside those expressly set forth in this Agreement.
The clauses of this Agreement which pertain to GFI’s rights hereunder shall be governed by and constructed in
all respects in accordance with the Law of Scotland and, in connection with matters pertaining to GFI’s rights
hereunder, the parties hereto submit to the non-exclusive jurisdiction of the Scottish courts. The clauses of this
Agreement which pertain to the Distributor’s rights hereunder shall be governed by and constructed in all respects
in accordance with the Law of [insert jurisdiction] and, in connection with matters pertaining to Distributor’s rights
hereunder, the parties hereto submit to the non-exclusive jurisdiction of the courts in [insert jurisdiction]. The
U.N. Convention on the International Sale of Goods is expressly excluded. This Agreement may only be modified
by a license addendum which accompanies this license or by a written document which has been signed by the
Customer, the Distributor and GFI.
By downloading this software to a computer, you agree to be bound by the above Terms and Conditions.
