IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE INSTALLING THE SOFTWARE: This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Aconex Limited of 96 Flinders Street, Melbourne VIC 3000 (Licensor or we) for this software product (Software), which includes computer software, the data structures supplied with it, any printed, online or electronic documentation (Documentation).
THIS SOFTWARE WILL ONLY WORK WITH THE MINIMUM HARDWARE AND SOFTWARE CONFIGURATION SPECIFICIED IN THE DOCUMENTATION. BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE ARE UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE INSTALLATION OF THE SOFTWARE NOW BY CLICKING ON THE "REJECT" BUTTON BELOW. IN THIS CASE YOU MUST RETURN THE MEDIUM ON WHICH THE SOFTWARE IS STORED AND ALL ACCOMPANYING DOCUMENTATION TO THE ACONEX OFFICE CLOSEST TO YOU. IF YOU PURCHASED THIS SOFTWARE FROM AN AUTHORISED THIRD-PARTY RETAILER, PLEASE NOTE THAT THE RETAILER HAS THE RIGHT TO ENTER INTO THIS LICENCE ON OUR BEHALF.
1. GRANT AND SCOPE OF LICENCE
1.1 In consideration of the payment of the specified licence fee (which is part of the price the User pays its supplier for this package), the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence. Where no licence fee is specified or charged by Aconex, the licence fee is deemed to be one US dollar for the purposes of clause 7.
1.2 You may:
(a) install and use the Software for your internal business purposes only, either (as agreed between the parties):
(i) on one CPU if the Licence is a single-user licence or the Software is for single use; or
(ii) if the Licence is a multi-user or network licence, for the number of concurrent users agreed between you and us;
(b) only transfer the Software from one computer to another with Aconex’s written consent and provided it is used on only one computer at any one time;
(c) make up to 2 copies of the Software for back-up purposes only, provided that this is necessary for the activities permitted by condition 2.1;
(d) receive and use any supplementary software code or update of the Software incorporating "patches" and corrections of errors as may be provided by the Licensor from time to time; and
(e) use any Documentation in support of the use permitted under condition 1.1 and make copies of the Documentation as are reasonably necessary for its lawful use.
2. LICENSEE'S UNDERTAKINGS
2.2 You must permit the Licensor and his representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises, and to the computer equipment located there, at which the Software or the Documentation is being kept or used, and any records kept pursuant to this Licence, for the purpose of ensuring that you are complying with the terms of this Licence.
The Licensor's technical support staff will endeavour, solely on a reasonable endeavours basis, to answer by email any queries which you, as the original registered purchaser, may have regarding the use or application of the Software during the Warranty Period. For email support please email firstname.lastname@example.org.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to the Licensor, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this Licence.
4.2 You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.
4.3 The integrity of this Software may be protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in the Software of the Licensor are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose sole intended purpose is to facilitate the unauthorised removal or circumvention of such TPM.
4.4 Notwithstanding anything to the contrary in this Licence, the Licensor and retains the exclusive right to own, use and disclose, in the course of its business, all feedback provided you with respect to the Software.
5. CONFIDENTIALITY OF USERNAME AND PASSWORD
5.1 You are responsible for the confidentiality of the username and password used by your personnel to access the Software and you agree not to give any username or password to any third party.
6.1 The Licensor warrants that:
(a) the medium on which the Software is stored and distributed is (at the time it is supplied), and will be for the period of 90 days after that time (Warranty Period), free from defects in design, material and workmanship under normal use. If a defect in the medium occurs during the Warranty Period, the Licensor will replace it free of charge if you return it to the Licensor with proof of purchase and (so far as you are able) a documented example of such defect or error; and
(b) during the Warranty Period, the Software will, when properly used, perform substantially in accordance with the functions described in the Documentation (provided that the Software is properly used on the computer and with the operating system for which it was designed as referred to in the accompanying documentation), and the Documentation correctly describes the operation of the Software in all material respects.
6.2 You acknowledge that the Software has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.
6.3 You acknowledge that the Software may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of this Licence.
6.4 If, within the Warranty Period, you notify the Licensor in writing of any defect or fault in the Software in consequence of which it fails to perform substantially in accordance with the Documentation, and such defect or fault does not result from you having amended the Software or used it in contravention of the terms of this Licence, the Licensor will, at its sole option, repair the Software, replace the Software or refund you the price paid for the Software, provided that you make available all information that may be necessary to assist the Licensor in resolving the defect or fault, including sufficient information to enable the Licensor to recreate the defect or fault.
6.5 The Licensor's obligation under condition 6.4 is subject to compliance by you with the terms of condition 2.1(g)
7. LICENSOR'S LIABILITY
7.4 Subject to condition 7.1, condition 7.2 and condition 7.3, the Licensor's liability for infringement of third party intellectual property rights shall be limited to breaches of rights subsisting in Australia, the U.K. and the U.S..
7.5 This Licence sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Software and Documentation. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Licence. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
8.2 Upon termination for any reason:
9. TRANSFER OF RIGHTS AND OBLIGATIONS9.1 This Licence is binding on you and us and on our respective successors and assigns.
9.2 You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent.
9.3 The Licensor may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of his rights or obligations arising under it, at any time during the term of the Licence.
11. EVENTS OUTSIDE OF LICENSOR'S CONTROL
11.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
12.2 A waiver by the Licensor of any default shall not constitute a waiver of any subsequent default.
12.3 No waiver by the Licensor of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
14. ENTIRE AGREEMENT
14.2 We each acknowledge that, in entering into this Licence, neither of us has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us before entering into this Licence except as expressly stated in this Licence.
14.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this Licence (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in this Licence.
15. UNITED STATES EXPORT CONTROLS
16. LAW AND JURISDICTION
This Licence, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Victoria, Australia and submitted to the non-exclusive jurisdiction of the courts in Victoria, Australia.