VSC Xtralis Pty Ltd License Agreement
In these Conditions, unless the contrary intention appears:
Documentation means any data, information or documentation supplied or made available to Licensee, including but not limited to any operating or user manuals or online help documentation relating to the Software;
Intellectual Property includes all copyright, and all rights in relation to registered and unregistered trademarks (including service marks), registered designs, registered patents and confidential information (including trade secrets and know-how), and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields;
You means any person who installs or uses the Software and any person on whose behalf the Software is installed or used.
Software means VESDA System Configurator (VSC)
2. Grant of Licence
(a) Xtralis Pty Ltd. grants to You a non-exclusive, non-transferable licence to install and use the Software and to use the Documentation strictly in accordance with the terms of this agreement
(b) In consideration of the grant of the Licence, You agree to comply with the terms of this agreement.
3. Permitted use
(a) use the Software and Documentation strictly to configure and maintain VESDA and PROACTIV equipment
(b) make hardcopies of reasonable portions of the Documentation for your internal use or otherwise as permitted under copyright laws; and
(c) make one backup copy of those parts of the Software that are supplied in electronic form, but only as strictly required for backup and security purposes.
4. Restriction on Licence
(a) use the Software and Documentation only for your personal use;
(b) not sell, reverse engineer, disassemble, decompile, copy, modify, translate, network, publish, commercialise, rent, lease, assign, transfer, loan, sub-licence or otherwise distribute all or part of the Software or Documentation, or any adaptation, modification or derivative of all or part of the Software;
(c) not disclose the Software or Documentation to any third party without the consent of Xtralis Pty Ltd.;
(d) not use the Software for any unlawful purpose;
(e) not allow any employees, agents or any other third parties to do anything inconsistent with the terms of this Agreement; and
(f) not remove, obscure or interfere with any copyright, acknowledgment, attribution, trade mark, warning, disclaimer statement, rights management information or serial numbers incorporated in or otherwise applied in connection with the Software or Documentation.
5. Intellectual Property
All intellectual property rights in the Software and Documentation are owned by Xtralis Pty Ltd. and or its licensor. You must notify Xtralis Pty Ltd. immediately if You know or suspect any unauthorised use, or violation of any Intellectual Property.
Xtralis Pty Ltd. may, in its sole discretion, provide You with new versions of the Software or Documentation. Xtralis Pty Ltd. may charge You an additional fee for the provision of any new versions of the Software or Documentation, which will otherwise be provided on the terms and conditions of this Agreement.
Xtralis Pty Ltd. provide the Software 'as is' and to the extent permitted by law, Xtralis Pty Ltd. excludes all representations and warranties in respect of the Software and Documentation. In respect of any representations or warranties that cannot be excluded by law, Xtralis Pty Ltd.'s liability is limited, at its option, to replacement of the Software and/or Documentation , supply of equivalent Software and/or Documentation or refund of the purchase price.
8. Limitation of Liability
(a) To the extent permitted by law, Xtralis Pty Ltd. excludes all liability (including liability for negligence) for any indirect or consequential expenses, losses damages or costs incurred by You in any way connected with the Software or Documentation.
(b) To the extent permitted by law, Xtralis Pty Ltd. limits it total aggregate liability (including liability for negligence) for any damage arising under or in connection with this Agreement or the use of the Software or Documentation to the replacement value of the software.
9. Release and indemnity
(a) You release Xtralis Pty Ltd. and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by You arising from its use of the Software or Documentation;
(b) You indemnify Xtralis Pty Ltd. and its employees and agents in respect of all liability for loss, damage or injury, which may be suffered by any person arising from that person's use of the Software or Documentation supplied to You.
(a) Xtralis Pty Ltd. may terminate this agreement with immediate effect if You breach this agreement or become subject to any form of insolvency administration.
(b) Either you or Xtralis Pty Ltd. may terminate this agreement by giving the other party 14 days' notice in writing.
(c) After the termination of this agreement, You must immediately cease using the Software and Documentation and erase all copies under your control.
(d) Accrued rights or remedies of either party are not affected by the termination of the agreement.
Failure or delay by either party to enforce at any time any of the rights, powers or remedies of this agreement will not be construed or deemed to a waiver of that party's rights under this Agreement.
A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
12. Entire Agreement
This agreement records the entire agreement between you and Xtralis Pty Ltd., and supersedes all earlier or contemporaneous agreements and representations about its subject matter.
13. Applicable Law
This Agreement is governed by the laws of the state of Victoria, Australia and each party irrevocably submit to the jurisdiction of courts of Victoria, Australia.
A term or a part of a term of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining terms or parts of the terms of