DLLAIDE(TM) UTILITY SOFTWARE V1.15.0 SHAREWARE LICENCE     As at 27 September 1999

BEFORE YOU DOWNLOAD, INSTALL, COPY, EXECUTE, OR OTHERWISE USE DLLAide(TM) UTILITY SOFTWARE ("THE SOFTWARE"), CAREFULLY READ THE TERMS AND CONDITIONS OF THIS LICENCE.  BY DOWNLOADING, INSTALLING, COPYING, EXECUTING, OR OTHERWISE USING THE SOFTWARE YOU BECOME THE LICENSEE TO THIS LICENCE AND CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS.

When you consent to be bound by the terms and conditions of this licence as Licensee, BAPSoft Limited, a New Zealand company of with registered offices in Hamilton, New Zealand (the "Licensor") grants you (the "Licensee") a non-exclusive, non-transferable Licence for the Software (as hereinafter defined).  The licence permits you to "Distribute" and "Use" (as hereinafter defined) the Software upon the terms and subject to the conditions contained herein. 

BACKGROUND

A.	The Software is shareware.  The Software is licensed NOT sold.

B.	The Software will initially be provided with full functionality for a 30 day evaluation period commencing on the date on which any 1.x.x version of the Software is first executed by the Licensee ("the Evaluation Period") (i.e. The install of another 1.x.x version or the reinstall of the same version does not give the licensee the right to another 30 day Evaluation Period).  After expiration of the Evaluation Period to continue using the Software, a "Licence Fee" (as hereinafter defined) must be paid for registration of the Software.  The Software must not be used after the Evaluation Period unless it is registered.

C.	The Software provides the facility to change DLLs in directories, which do not have the hidden or system attributes set, for other versions of the same DLL installed on the user's machine in said directories, at the time the Software is first executed, or subsequently saved in the Software's DLL archive by the Software in the normal course of its execution.

D.	The Software is only designed to be run under Windows 95 or Windows 98, at present.

E.	The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

F.	UPON THE FIRST EXECUTION OF A VERSION OF THE SOFTWARE THIS LICENCE AGREEMENT WILL BE DISPLAYED FOR THE USER'S ACCEPTANCE. ALSO A DLL ARCHIVE WILL BE CREATED, ON THE FIRST EXECUTION OF THE FIRST VERSION OF THE SOFTWARE INSTALLED, IN THE LOCATION SPECIFIED BY THE PROGRAM OPTIONS WHICH WILL BE DISPLAYED FOR ACCEPTANCE OR CHANGE.

THE DRIVE ON WHICH THE DLL ARCHIVE IS CREATED SHOULD HAVE ENOUGH SPACE FOR A COPY OF ALL THE DLLS WHICH EXIST, ON THE DRIVES THE USER SPECIFIES IN THE PROGRAM OPTIONS TO BE CHECKED FOR DLLS, PLUS AT LEAST ANOTHER 100MB IF IT IS THE DRIVE UPON WHICH WINDOWS IS INSTALLED.

THE TOTAL SPACE OCCUPIED BY THE DLLS ON EACH DRIVE CAN BE DETERMINED BY STARTING WINDOWS EXPLORER AND USING THE TOOLS FIND COMMAND TO FIND ALL FILES NAMED "*.DLL", SELECTING ALL THESE FILES, AND THEN RIGHT CLICKING ON THEM TO LOOK AT THEIR COMBINED PROPERTIES.

WARNING: DO NOT ACCEPT THIS AGREEMENT, UNLESS SUFFICIENT DISK SPACE EXISTS FOR THE ARCHIVE!!! IF NECESSARY DECLINE TO ACCEPT THE AGREEMENT UNTIL YOU CAN PROVIDE SUFFICIENT SPACE.

1.	DEFINITIONS

1.1	In this Agreement:

	"Software" shall mean the combination of programs, database(s), and supporting documentation (including any manuals) which comprise the software product known as DLLAide(TM)utility software, including any upgrades, modifications or enhancements made available by the Licensor.

	"Distribute" shall mean copying the Software in its entirety without addition, deletion or modification and transferring the copied Software to a third party, provided that the third party shall not be charged more than a reasonable small fee in respect of the costs of copying or transferring of said Software (i.e. for media duplication, advertising, internet traffic costs etc) plus a small profit.
	
	"Use" shall mean and include utilisation of the Software by copying, transmitting or loading the same into the permanent memory (e.g. hard disk, CD-ROM or other storage device) of the System for the processing of the system instructions or statements contained in such Software.

	"Licence Fee" means the sums payable by the Licensee for registration of the Software.

	"Intellectual Property Rights" means all property in the Software and rights to patents, trade marks, trade names, inventions, trade secrets, copyright, designs and know-how relating to the Software and any enhancements or modifications of the Software.

2.	LICENCE

2.1	Upon acceptance of this Agreement, the Licensor grants to the Licensee the right to Use the Software during the Evaluation Period, and the right to Distribute the Software as per the following terms:

      2.1.1 The software may be distributed freely within an organisation or to your friends as per the terms of this licence.

      2.1.2 To Distribute the Software otherwise please consult the VENDINFO.DIZ data record in the original distribution files for additional distribution requirements. It is hereby incorporated by reference. Any distribution satisfying all the distribution requirements expressed in that text and data record is hereby authorised.

      2.1.3 Permission to distribute the Software is not transferable, assignable, saleable, or franchisable. Each entity wishing to distribute the Software must independently satisfy the terms of the distribution licence.

2.2	If the Software is being evaluated by the Licensee, before expiration of the Evaluation Period, the Licensee shall either:

	2.2.1	Pay to the Licensor the Licence Fee and register the Software; or
	
	2.2.2	Uninstall the Software.

2.3	If the Licensee does not complete either of the actions at clauses 2.2.1 or 2.2.2 before expiration of the Evaluation Period, the Licensee shall be liable for the Licence Fee.

2.4	A separate Licence Fee is payable in respect of each computer on which the Software is Used.  Registration information must be provided for each computer on which the Software is used.

	2.4.1	The Software may be used on a Network, provided that a Licence Fee must be paid for each computer executing the Software through the network, and a separate copy is to be installed for each computer, and each computer must have its own DLL Archive assigned.

2.5	Upon payment of the Licence Fee, the Licensor grants to the Licensee a non-exclusive, non-transferable licence to Use the Software for the Licensee's own internal business purposes, or for the Licensee's home Use.

2.6	The Licensor will register the Software in the Licensee's name upon payment of the Licence Fee and receipt of the registration information (required by the Software or by the Licensor on the Internet site www.dllaide.com) and will provide the Licensee with registration details including a licence number for each computer for which a Licence Fee has been paid.
	
2.7	A further Licence Fee or upgrade fee may be required to be paid by the Licensee to obtain a major version level upgrade of the Software (e.g. from version 1.07 to 2.0), but will not be required for minor version level upgrades (e.g. from version 1.07 to version 1.08).

3.	LICENCE FEE

3.1	The Licence Fee is as advertised on the Licensor's Internet site (www.dllaide.com) at the time the registration information is provided by the Licensee and is subject to change.

	3.1.1	The Licence Fee is payable as directed on the Licensor's Internet site.
	
	3.1.2	The Licence Fee may be paid by an alternative method to that in clause 3.1.1 with prior approval of the Licensor provided that the Licensor shall have the right to charge the Licensee a handling fee and any postage or courier or other expenses incurred ("Handling Fee").

3.2	If the Licensee fails to pay any Licence Fee, Handling Fee or upgrade fee when due ("the Default"), the Licensor may (without prejudice to any other rights or remedies it may have under this Agreement or at law) terminate the Agreement and disable the Software.  The Licensee may remedy the Default by paying the Licence Fee, Handling Fee or upgrade fee, in which case this Agreement shall be deemed to be reinstated and the Licensor shall provide registration details including licence number(s) to re-enable the Software once it has received the required registration information from the Licensee.

3.3	The Licensee, if resident in New Zealand will, in addition to the Licence Fee or other sum payable to the Licensor, pay all Goods and Services Tax due.

3.4	Payment of the Licence Fee and any other sum payable to the Licensor must be made without any deduction whatsoever.

3.5	The Licensee accepts liability for payment of any reverse tax in respect of anything in this Agreement that may be required to be paid in its country of residence for tax purposes.

4.	LICENSEE'S UNDERTAKINGS

4.1	The Licensee undertakes:

	4.1.1	not to disassemble, decompile or reverse engineer the Software.
	
	4.1.2	not to translate, modify, lease, rent, loan, sub-lease, sub-license or create derivative works from the Software.

	4.1.3	to maintain accurate and up-to-date records of all computers in its power or possession using the Software.

	4.1.4	to only Distribute and Use the Software in accordance with the terms of this Licence.

	4.1.5	to ensure that its employees, agents and other parties who will Use the Software are notified of this Licence and the terms hereof prior to such employee, agent or party using the same.

	4.1.6	to reproduce and include the copyright notice of the Licensor as it appears in or on the Software on all copies.

	4.1.7	not to use the Software for immoral, illegal or for any other purpose which may be determined threatening, abusive or harmful including but not limited to the creation or transmission of any virus, worms, trojan horse, cancelbot or any other destructive or contaminating program.

5.	WARRANTY AND LIMITATION OF LIABILITY

5.1	THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED AND ALL REPRESENTATIONS AND WARRANTIES ARE EXPRESSLY EXCLUDED TO THE EXTENT PERMISSABLE BY THE APPLICABLE LAW.

5.2	THE LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE. HOWEVER, IF THE SOFTWARE IS MATERIALLY DEFECTIVE AND THE LICENSOR IS NOTIFIED OF THE DEFECT WITHIN 90 DAYS OF REGISTRATION OF THE SOFTWARE WITH SUFFICIENT JUSTIFICATION IN THE NOTIFICATION, THE LICENSOR WILL, AT ITS OPTION, REPLACE OR REPAIR THE SOFTWARE OR REFUND THE LICENCE FEE, PROVIDED THAT ALL INSTALLATION PROCEDURES AND SYSTEM REQUIREMENTS SPECIFIED IN THE SOFTWARE AND IN THIS LICENCE HAVE BEEN MET.

5.3	THE LICENSOR SHALL NOT BE LIABLE TO THE LICENSEE OR TO ANY OTHER PARTY FOR ANY LOSS OR DAMAGE WHATSOEVER OR HOWSOEVER CAUSED ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH THIS LICENCE, THE SOFTWARE, ITS USE OR OTHERWISE, EXCEPT TO THE EXTENT THAT SUCH LIABILITY MAY NOT BE LAWFULLY EXCLUDED UNDER THE APPLICABLE LAW.

5.4	NOTWITHSTANDING THE GENERALITY OF 5.3 ABOVE, THE LICENSOR EXPRESSLY EXCLUDES LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE WHICH MAY ARISE IN RESPECT OF THE SOFTWARE HOWSOEVER CAUSED EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.5	IN THE EVENT THE LICENSOR INCURS ANY LIABILITY WHATSOEVER, SUCH LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED IN AGGREGATE THE TOTAL AMOUNT OF THE SUMS ACTUALLY PAID BY THE LICENSEE TO THE LICENSOR.

6.	PROTECTION OF LICENSOR'S INTELLECTUAL PROPERTY RIGHTS	

6.1	All copyright, trade marks and other intellectual property rights subsisting in or used in connection with the Software (including but not limited to all images, animations, audio and other identifiable material relating to the Software) are and remain the sole property of the Licensor.

6.2	The Licensee will treat all information communicated in confidence under or in connection with this Agreement (including but not limited to the licence registration details inclusive of the licence number(s)) (the "Confidential Information") as confidential unless:

	6.2.1	it is published by the Licensor;
	
	6.2.2	it is already in the possession of the Licensee in written form at the time of communication; or

	6.2.3	it enters the public domain other than through breach of this Agreement by the Licensee.

6.3	The Licensee shall:

	6.3.1	Take all reasonable steps to ensure the non-disclosure and confidentiality of the Confidential Information.
	
	6.3.2	Use its best endeavours to bind its officers and employees and agents not to disclose, communicate, copy or reveal for any purpose whatsoever the Confidential Information and the Licensee accepts liability for any breach of this Agreement by its officers, employees and agents.

	6.3.3	Notify the Licensor immediately it becomes aware that any person may have unauthorised possession or use of the Software.

6.4	The Licensee's obligations regarding non-disclosure and confidentiality of the Confidential Information will survive termination of this Agreement.

7.	TERM AND TERMINATION

7.1	This Agreement shall commence on the date on which the Software is first downloaded, copied, executed, or otherwise used, by the Licensee, and will remain in force until terminated.

7.2	This Agreement shall automatically terminate if the Licensee breaches any of the terms or conditions of this Agreement.

7.3	The Licensee may terminate this Agreement at any time by uninstalling the Software and all copies, and destroying same.

7.4	Upon termination of this Agreement, the Licensee must cease Use of the Software, and cease to Distribute the software.  No Licence Fee or any other sum paid will be refundable.
	
8.	GOVERNING LAW

8.1	This Licence shall be governed by and construed in accordance with the laws of New Zealand and subject to clause 9.1 any legal proceeding relating to this Agreement shall be brought in the Hamilton Registry of the High Court of New Zealand, to whose jurisdiction the parties irrevocably and unconditionally submit.

9.	DISPUTES

9.1	Each party shall immediately notify the other of any dispute relating to this Agreement.  Any dispute shall first be referred to mediation to be held in Hamilton, New Zealand by a mediator appointed by agreement between the parties.

	9.1.1	If the parties fail to agree on a mediator within ten days of notification of the dispute, then a mediator shall be selected by the then President of the New Zealand Law Society.

	9.1.2	If mediation does not resolve the dispute within thirty days of the appointment of a mediator, then the parties shall be entitled to seek legal remedies in the Hamilton Registry of the High Court of New Zealand.

10.	GENERAL

10.1	If any provision of this Agreement is found to be invalid, illegal, or unenforceable for any reason, it shall be deemed to be severed from this agreement and shall not affect the enforceability, legality, validity or application of any other provision of this Agreement, which shall continue in full force and effect. If any provision is unenforceable due to scope or breadth, the provision shall be valid to the extent permitted by law.

10.2	No waiver of any breach of this Agreement by either party will be effective except an express waiver in writing signed by the party against whom enforcement of the waiver is sought. A waiver of either party's rights or remedies will not constitute a waiver of any other breach of this Agreement.

10.3	This Agreement embodies the entire understanding of the parties relating to the matters referred to and supersedes all other agreements and representations made by the parties whether oral or written. No amendment to this Agreement will be binding on either party unless confirmed in writing by both parties.

10.4	This Agreement will be replaced with the agreement accompanying another version of the Software upon installation of that other version. e.g. an upgrade or an older version reinstalled. In the case of distribution of the Software the relevant agreement shall be that which relates to the version being distributed.


Note:
1) DLLAide is a trade mark of BAPSoft Ltd of New Zealand.
2) Any queries or issues regarding this licence can be directed via E-mail to "licence@dllaide.com".
3) DLLAide(TM) utility software is Copyright (c) 1996-1999 BAPSoft Ltd of New Zealand. All rights not expressly granted here are reserved.
4) Windows is a registered trade mark of Microsoft Corp. of the USA.
