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1.
Parties to Licence
This licence
governs the use of any WebGenie
software products which, together
with all associated documentation,
additional modules and future
modified versions are collectively
and separately referred to in this
licence as the "Software". In this
licence, WebGenie is referred to as
"we" (or derivations thereof) and
the party authorised to use all or
any part of the Software is referred
to as "you" (or derivations
thereof).
2. Evaluation provisions
None of our Software is free and
all are
subject to copyright. If you have
obtained an evaluation copy of any
of the Software, you are authorised
to use it for a period of 30 days.
The software is password protected
against use after the expiration of
30 days and you must not attempt to
circumvent the password protection
or to obtain a password by
unauthorised means. You may make
additional evaluation copies of the
Software and distribute evaluation
copies of the Software to others,
providing that each copy is an exact
copy. You must ensure that the terms
of this Licence are drawn to the
attention of any recipient of an
evaluation copy of the Software. You
must not seek any fee or other
benefit in connection with your
distribution of evaluation copies of
the Software.
3. Licence to use Software
Your use of the Software or your
installation of the Software on any
of your computers signifies your
acceptance of the terms of this
Licence. Your right to continue to
use the Software is subject to your
full compliance with all the
provisions of this Licence.
The Software includes protection
mechanisms to prevent use of the
Software after the evaluation period
unless the appropriate password is
entered. Your right to use any part
of the Software after the expiration
of the evaluation period is subject
to your payment of all applicable
fees and your registration as a
user.
We grant to you a personal and
non-exclusive license to use those
parts of the Software for which you
have paid all applicable fees. Only
you and your employees may use the
Software. The licence permits you to
install the Software on a single
computer for use by multiple
employees (at separate times) or you
may install the software on a single
computer located at work and a
single computer located at a
residential address providing the
Software is only used by a single
specified person. If you wish to use
the Software on a network, then a
separate licence fee must be paid
for the use of the Software on each
of the workstations which will be
used to access the Software.
You may make a single copy of the
Software solely for the purpose of
back-up.
This Licence only grants a right
to use the Software and no title
passes to you with respect to the
Software, the media it is delivered
on or otherwise. You must not sell,
transfer, assign, sublicense or
otherwise deal with any of the
rights granted under this Licence.
You must not (a) reverse assemble,
reverse compile or decode the
Software or attempt to ascertain the
source code by any means; (b)
remove, change or bypass any
copyright or Software protection
statements embedded in the Software;
or (c) provide bureau services or
use the Software in or for any other
company or other legal entity.
You agree (a) the Software is a
valuable asset of ours and is
supplied to you on a restricted and
confidential basis; (b) the Software
will be kept secret and confidential
by you at all times unless
specifically authorised by us; (c)
all copyright in the Software is
retained and title to the copy of
the Software which is delivered to
you and to any copies,
reproductions, adaptations,
enhancements or translations made of
the Software and interfaces with the
Software is also retained by us and
to the extent necessary you hereby
assign intellectual property rights
in same to us; (d) to reproduce and
include the copyright notice and any
other legend specified by us on any
copies of the Software you make; (e)
at all times to take reasonable
steps to protect the Software from
unauthorised access and use; (f) to
give notice of any infringement of
copyright or any of our rights which
comes to your attention; and (g)
before disposing of any media, to
ensure any of the Software contained
on it has been erased or destroyed.
4. Discontinuance and Termination of
Licence
This Licence will terminate
immediately without further notice
to you if you breach any provision
of this Licence. On termination of
this Licence you must destroy all
copies, reproductions and
translations of the Software and
remove and destroy the Software from
any work in which it has been
modified or merged. You must give us
reasonable proof of these actions
and will certify in writing that you
have done so.
No refund or credit is given on
termination of the Licence.
The termination of this Licence
will be without prejudice to any
rights which we may have. Upon
termination of this Licence by us
for whatever cause, we are
discharged and released from all
obligations under this Licence. Your
obligations specified in this
Licence will survive the termination
of this Licence and you must
continue to comply with those
obligations notwithstanding the
termination.
5. Exclusion of warranties and
liability
THE SOFTWARE IS PROVIDED "AS
IS" WITHOUT WARRANTY OF ANY KIND,
EITHER EXPRESSED OR IMPLIED,
INCLUDING (WITHOUT LIMITATION)
IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. WE NEITHER MAKE
ANY WARRANTY NOR APPROVE THE MAKING
OF ANY REPRESENTATION THAT THE
SOFTWARE WILL MEET YOUR REQUIREMENTS
OR THAT THE OPERATION OF THE
SOFTWARE WILL BE UNINTERRUPTED OR
ERROR FREE. YOU ARE RESPONSIBLE FOR
ENSURING THAT THE SOFTWARE WILL
SATISFY YOUR REQUIREMENTS.
If circumstances arise where you
are entitled to claim damages from
us (or any other party involved in
the development or maintenance of
the Software) notwithstanding the
other provisions of this Licence,
our liability (and the liability of
any other party involved in the
development or maintenance of the
Software) to you for the aggregate
of all such claims (regardless of
the basis on which you are entitled
to claim from us including, without
limitation, negligence) is limited
to the lesser of
(a) the amount of any actual loss or
damage which you sustain; (b) the
amount of the license fees paid by
you with respect to the relevant
part of the Software; and (c) our
cost of replacing or repairing any
defective Software. We are not
liable for losses or damages of
third parties claimed against you
howsoever arising. In no event will
we be liable for lost profits, lost
savings or any other incidental or
consequential damages even if we
have been advised of the possibility
of such damages.
If your use of the Software
includes access to CGI hosting
facilities provided by us or on our
behalf, we reserve the right to
modify, relocate or withdraw the
provision of CGI hosting services at
any time without any liability to
you. The exclusions of warranties
and limitations of liability in this
clause also apply to any CGI hosting
or any other services which we may
provide and also apply to any loss
or damage which may be caused to any
of your data or the data of third
parties or to any of your servers or
the servers of third parties.
6. Additional Terms
Nothing in this Licence entitles
you to maintenance, Software
upgrades or services of any kind.
Due to the on-going nature of these
provisions, we may vary them in
future and no written notice will be
given about the variations. You will
however be bound by the provisions
in place at the time of purchasing
the software/service. If any
provision of this Licence is found
to be invalid, unenforceable or
illegal, then that provision will be
deemed to be deleted to the extent
necessary to remove the invalid,
unenforceable or illegal portion and
the balance of this Licence will
remain binding. You agree that this
is the complete and exclusive
statement of the agreement between
you and us and that it supersedes
all proposals or prior agreements,
oral or written, and all other
communications between all parties
relating to the subject matter of
this Licence. This Licence is made
in accordance with, and is subject
to, the laws of South Australia.
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