End User Licence Agreement (EULA)

Please read this EULA carefully, as it sets out the basis upon which we license the Software for use.

This End User Software License Agreement (the Agreement) is between you and DatabookPro Technologies Pty Ltd (Australian Company Number 643 959 013) (Licensor).

If you are agreeing to this Agreement not as an individual but on behalf of a company, government, or other entity for which you are acting then “Licensee” means your entity and you are binding such company, government or entity to this Agreement.

By clicking on the “I agree” (or similar button) that is presented to you, or by using or accessing the Software, you indicate your assent to be bound by this Agreement. If you do not agree to this Agreement, do not use or access the Software and promptly delete the Software and all its installation files.

1 Definitions

Definitions

1.1 In this agreement:

Approved Purpose means for testing and evaluation purposes only.

Commencement Date means the date that this Software was installed on the Licensee’s computer.

Documentation means any documentation for the Software provided or made available to the Licensee by the Licensor.

Initial Period means one month from the Commencement Date.

Intellectual Property Rights means all industrial and intellectual property rights, both in Australia and throughout the world, and includes any copyright, moral right, patent, registered or unregistered trade mark, registered or unregistered design, registered or unregistered plant breeder’s right, knowhow, right in relation to semiconductors and circuit layouts, indication or source or appellation of origin or other proprietary right, or right of registration of such rights.

Interest means interest on any payment owing under this agreement calculated at the rate which is 2% per annum above the then-current overnight bank bill swap rate published by the Reserve Bank of Australia, or, if lower, the maximum rate permitted by applicable law.

Licensee means the person, company, government, or entity that has installed the Software.

Licensor means DatabookPro Technologies Pty Ltd.

Licensor IP has the meaning given to it in clause 3.1.

Licensor Material means any material provided by or to which access is given by the Licensor to the Licensee for the purposes of this agreement including the Software, the Documentation, and any related software, source code, object code, test cases, customisations, configurations, report and data book templates, documents, equipment, reports, technical information, studies, plans, charts, drawings, calculations, tables, schedules and data stored by any means.

Software means the DatabookPro application, together with any updates or upgrades to that software which the Licensor provides to the Licensee under this agreement.

Term means the term contemplated by clause 5.1.

2 Licence

Licence

2.1 The Licensor grants the Licensee a non-exclusive, non-transferable, limited use licence for the Term to allow the Licensee to use the Software and Documentation for the Approved Purpose.

Licensed Users

2.2 The Licensee is responsible for all activities that occur as a result of their access to the Software.

Licensee requirements

2.3 The Licensee must:

(a) comply with all directions given by the Licensor in connection with the Licensee’s installation and use of the Software; (b) have all resources necessary to receive the Software, including hardware, software, telecommunication resources and internet access; and (c) not sublicence or resupply the Software or Documentation to third parties, or otherwise permit third parties to access the Software or Documentation.

Prohibited conduct

2.4 The Licensee must not use the Software:

(a) to perform any illegal or unlawful acts; (b) to engage in fraudulent behaviour; (c) to defame or harass any third party; (d) to circumvent any security measures; (e) to distribute, view or create any material that is or may be pornographic, defamatory, offensive, obscene, illegal or unlawful; (f) in a way that infringes any third party’s Intellectual Property Rights; or (g) in any other manner that is unacceptable to the Licensor.

3 Intellectual Property

Ownership

3.1 The Licensor (or its licensors, as applicable) owns all Intellectual Property Rights in the Software and any Licensor Material (Licensor IP).

Infringement

3.2 If the Licensee suspects or becomes aware of any infringement or unauthorised use of the Software by a third party then the Licensee must:

(a) immediately notify the Licensor of the infringement or unauthorised use; and (b) take any action required by the Licensor in connection with the infringement or unauthorised use.

Use restrictions

3.3 The Licensee must not: (a) copy, translate, or create a derivative work of the Software; (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Software; (c) reverse engineer, reverse assemble, disassemble, or decompile the Software or any part thereof or otherwise attempt to discover any source code of the Software; (d) use the Documentation or the Software other than as expressly permitted under clause 1.1; (e) make any modification to the Software or Documentation; or (f) merge all or any part of the Software with any other software.

4 Software and Licensor Material

Installation

4.1 Unless otherwise agreed between the parties, the Licensee is responsible for installing the Software.

Licensee resources

4.2 The Licensee acknowledges and agrees that: (a) the Software may require certain third party software and hardware recommended by the Licensor from time to time to function; and (b) performance of the Software may be affected if the Licensee does not make use of such third party software and hardware with the Software in the manner recommended by the Licensor.

Upgrades and updates

4.3 The Licensee acknowledges and agrees that the Licensor may, but is not obliged to, provide upgrades or updates to the Software.

Software versions

4.4 The Licensee must: (a) use the latest version of the Software; and (b) install updates or upgrades to the Software in the order in which the updates or upgrades are released by the Licensor.

No warranties

4.5 The Licensor provides no warranties or guarantees that: (a) the Licensor Material will be fit for any particular purpose or meet any requirements not set out in this agreement or the Documentation; (b) the Licensor Material, or any data, results, analyses or reports generated or produced by the Licensor Material, will be accurate, error free, uninterrupted or available at all times.

Not error free

4.6 Without limiting clause 4.5, the Licensee acknowledges and agrees that: (a) the Software is not error free, and that the Software may contain errors that cause it to malfunction or not operate in the manner documented in the Documentation; and (b) the Licensor Material is provided ‘as-is’ and the Licensee should not rely on the accuracy of the Licensor Material or any data, results, analyses or reports generated or produced by the Licensor Material.

5 Term and termination

Term

5.1 This agreement commences on the Commencement Date and, unless terminated earlier under this clause 5, continues for the Initial Period.

Termination for breach

5.2 The Licensor may terminate this agreement by notice to the Licensee if the Licensee commits a material breach of this agreement.

After termination or expiry

5.3 On termination or expiry of this agreement: (a) the licence under clause 2.1 ceases; (b) accrued rights or remedies of a party are not affected; (c) the Licensee must uninstall the Software and delete all installation files; and (d) the Licensee must give to the Licensor any of the Licensor’s Confidential Information, Licensor Material or other property of the Licensor in the Licensee’s care, custody or control.

5.4 The Licensee must not use the Licensor Material following the termination or expiry of this agreement.

Survival

5.5 Termination or expiry of this agreement will not affect clauses 3 or 5.3 or any provision of this agreement which is expressly or by implication intended to come into force or continue on or after the termination or expiry.

6 General 6.1 The laws of New South Wales, Australia govern this agreement. 6.2 Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and courts competent to hear appeals from those courts. 6.3 The Licensee must not assign, in whole or in part, or novate the Licensee’s rights and obligations under this agreement without the prior written consent of the Licensor. 6.4 Unless expressly stated otherwise, this agreement does not create a relationship of employment, trust, agency or partnership between the parties. 6.5 A clause or part of a clause of this agreement that is illegal or unenforceable may be severed from this agreement and the remaining clauses or parts of the clause of this agreement continue in force.