XM Software Limited (XM Software) licenses you to access and use its XM Lava software (the Software) on the following Terms. You must read these Terms carefully before indicating acceptance at the end by clicking on the "I Accept" button. If you do not agree to any of these Terms, click on the "I Do Not Accept" button at the end of these Terms, in which case you will not be permitted to access or use the software.
1. Interpretation
In these Terms:

Intellectual Property means any patent, trade mark, service mark, trade name, invention, trade secret, copyright, moral right, right in a design, look and feel, know-how, confidential information and any other intellectual property right whether or not registered;

Password means a unique code and login password that allows you to access the Software;

Warranty Period means 90 days from provision of the Password.
2. License
2.1. XM Software grants you a non-exclusive, non-transferable licence to use the Software for your own internal business purposes on these Terms.
2.2. In order to use the Software you must register through XM Software's website and supply an email address.
2.3. All upgrades, enhancements and modifications to the Software will form part of the Software and must only be used in on these Terms.
3. Hardware and service requirements
You acknowledge that:

 (a) XM Software will not provide any interfaces for you to access the Software;
(b) you is responsible for all equipment, software and communication services needed to access and use the Software;
(c) the operation and availability of the systems used for accessing the Software, including public telephone services, computer networks and the internet, can be unpredictable and may from time to time interfere with or prevent access to the Software; and
(d) XM Software is not in any way responsible for any interference with your access or use of the Software.
4. Intellectual Property and Confidentiality
4.1. All Intellectual Property in the Software belongs to XM Software and you must not dispute such ownership.
4.2. All information relating to the Software must be treated as confidential unless it is published by XM Software or is in the public domain otherwise than by a breach of these Terms.
4.3. You must maintain the confidentiality of your Password and not allow any unauthorised person to use the Password.
4.4. You must:
(a) not copy the Software or any related documentation nor translate, reverse-engineer or modify the Software, nor disclose the same to any other person;
(b) take all reasonable steps to ensure the confidentiality of the Software at all times;
(c) not transfer, assign or otherwise deal in or grant a security interest in the Software or your rights under these Terms;
(d) maintain all copyright notices on the Software and documentation relating to the Software.
5. Warranties and limitation of liability
5.1. XM Software warrants that:
(a) it has full power and authority to license the Software to you;
(b) to the best of its knowledge the Software does not infringe the Intellectual Property of any third party;
(c) during the Warranty Period, the Software will function substantially in accordance with its published specifications but may have minor or inherent defects. During the Warranty Period, XM Software will repair or replace the Software to correct documented code errors caused by a defect in the Software.
5.2. All other representations or warranties, except any that may not lawfully be excluded, are excluded, including any implied warranties of merchantability and fitness for purpose.
5.3. In no circumstances XM Software will be liable for any loss of profits or any indirect or consequential loss or damage arising out of your use of the Software.
6. Default and termination
XM Software may terminate your right to access and use the Software immediately on giving you written notice if you:

 (a) breach any of your obligations under these Terms and do not remedy the breach within 14 days after notice from XM Software; or
(b) become insolvent, go into liquidation, have a receiver appointed or make any arrangement with your creditors.
7. General
7.1. Any notice to be given under these Terms must be made in writing, by email or fax sent to the principal place of business of the other party or to such other address as may be notified by either party to the other from time to time. Any communication by email or fax will be deemed to be received when transmitted to the correct email or fax address of the recipient. Any other communication in writing will be deemed to be received when left at the specified address of the recipient or on the third day following the date of posting.
7.2. No waiver of any breach of these Terms will be deemed to be a waiver of any other or any subsequent breach. The failure of any party to enforce any provision of these Terms will not be interpreted as a waiver of the provision.
7.3. XM Software reserves the right to use end licensees company name and logo in XM Lava marketing, communication and reference material.
7.4. These Terms are governed by New Zealand law.