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
The Software is not free and is 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
You may terminate this Licence at any time on 30 days written notice to us. 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, regardless of the reason for termination.
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 by giving you at least three (3) months notice in writing before the variation takes effect. 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.
