IMPORTANT - READ CAREFULLY - THIS DOCUMENT WILL AFFECT YOUR LEGAL RIGHTS: This License Agreement is a legal agreement between you (the "End User") and EB Strada Pty Ltd (ACN: 118 381 043) (the "Licensor"). By downloading, installing, copying or otherwise using the FORMRETURN SOFTWARE (the "Software"), you agree to be bound by all terms and conditions of this agreement.
If you do not agree to all of the terms of this agreement, then you should not download, install or use the Software. If you already downloaded or installed the Software, you should remove the Software from your system and destroy all copies. If you purchased this Software from a Third Party Retailer, please note that the retailer has the right to enter into this agreement on our behalf.
1. PARTIES TO THE AGREEMENT
This agreement is made between EB Strada Pty Ltd (ACN: 118 381 043) (the "Licensor") and you (the "End User") on the Commencement Date.
2. DEFINITIONS AND INTERPRETATION
2.1 In this Agreement, unless the contrary intention appears:
"Agreement" means this Agreement and all schedules to this Agreement;
"Commencement Date" means the date on which the End User downloads, installs or first uses the Software;
"Commercialised" means to sell, hire or license the Software to any third party;
"Computer Program" means computer program within the definition of section 10 of the Copyright Act 1968 (Cth) including but not limited to all source and object code used in a computer process to bring about a certain result;
"Data Files" means any information stored in an electronic format which is utilised by the Software;
"End User" means a person that downloads, installs or uses the Software on a computer within their control;
"Intellectual Property Rights" means copyright, trade mark, design, patent, semiconductor or circuit layout rights; trade or other proprietary rights, or any rights to registration of such rights created before, on or after the Commencement Date;
"License" means the license described in clause 5 of this Agreement;
"License Fee" means the sum described in clause 8 of this Agreement;
"License Key" means a unique file supplied by the Licensor which enables a single user to use the Software at a time;
"Licence Term" means the period of time described in clause 3 of this Agreement;
"Licensor" means EB Strada Pty Ltd (ACN: 118 381 043);
"Link" means an interactive address which allows the End User to access or download information or materials through hyper text transfer protocol;
"Moral Rights" means the right of integrity of authorship, the right of attribution of authorship and the right not to have authorship falsely attributed, more particularly as conferred by the Copyright Act 1968 (Cth), and rights of a similar nature anywhere in the world whether existing at the Commencement Date or which may come into existence on or after the Commencement Date;
"Parties" means the parties to this Agreement;
"Software" means the computer program entitled "FORMRETURN" and all versions of that computer program that the Licensor may offer to the public from time to time;
"Technological Protection Measures" means any measure falling within the definition of "Technological Protection Measure" under section 10 of the Copyright Act including, without limitation, any component incorporated into a process that is designed in the ordinary course of its operation to prevent infringement of copyright in a work by ensuring that access to the work or other subject matter is available solely by use of an access code or process (including decryption, unscrambling or other transformation of the work or other subject-matter) with the authority of the Licensee;
"Third Party Retailer" means any person who is not the Licensor and who offers for sale or sells copies of the Software intended to be sold by a retailer.
2.2 In this Agreement, unless the contrary intention appears:
(a) a reference to a clause number is a reference to its subclauses;
(b) words in the singular number include the plural and vice versa;
(c) words importing a gender include any other gender;
(d) a reference to a person includes bodies corporate and unincorporated associations and partnerships;
(e) a reference to a clause is a reference to a clause or subclause of this Agreement;
(f) a reference to a subclause is a reference to a subclause of the clause in which that reference is made;
(g) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.
This Agreement commences on the Commencement Date and subject to the terms and conditions of this Agreement will continue unless this agreement is terminated or until one (1) day prior to copyright ceasing to subsist in the Software.
4. CLICK WRAP AGREEMENT
The End User will be bound by the Terms and Conditions of this agreement upon indicating, whether by causing an electronic signal to be sent to the Licensor's computers, by opening and installing a copy of the Software obtained from a third party retailer, or by any other method whatsoever, that the End User intends to be bound by these Terms and Conditions. It is a condition precedent of the Licensor granting the Licence in clause 5 of the Agreement that the End User agrees to be bound by the Terms and Conditions of this Licence Agreement.
5.1 In consideration for the applicable License Fee and subject to the terms and conditions of this Agreement, the Licensor grants to the End User a non-exclusive license to use the Software for the Permitted Purposes as that term is defined in clause 5.2.
5.2 The Permitted Purposes depend on the type of license purchased and are as follows:
a) If the End User has purchased a single-user license and paid the corresponding license fee:-
i. The End User may install and use the Software for personal and internal business purposes on a single computer, or on multiple computers providing that they are the only user of the Software on each of those computers on which the Software is installed;
ii. The End User may install and use the Software for personal and internal business purposes on multiple computers provided that the total number of Users of the Software does not at any point exceed the number of single-user licenses paid for and that the same license key is never used by more than one User.
b) If the End User has purchased a site license and paid the corresponding license fee:-
i. The End User may install and use the Software for personal and internal business purposes on any number of computers, provided all computers are located at the same site.
5.3 The Parties agree that:
(a) the License granted in clause 5.1 does not include the right to grant sub-licenses;
(b) the Software in its original form or as altered or modified by the Licensor is not to be Commercialised by the End User;
(c) the End User will maintain records of the location where all copies of the Software in its original form or as altered or modified by the End User have been distributed. These records will be produced upon request by the Licensor.
(d) The End User shall not except as provided by law de-compile, reverse engineer, disassemble the Software or Data files.
(e) The End User shall not circumvent or attempt to circumvent any technological protection measures used by the Licensor in respect of the Software or Data files
(f) The End User shall not use any network monitoring software to analyse the software or any manual means to copy the software.
6. MODIFICATIONS AND OWNERSHIP OF INTELLECTUAL PROPERTY
6.1 The End User acknowledges and agrees that all Intellectual Property Rights in the Software and Data files in their original form and as modified or altered by the End User are wholly owned by the Licensor or its Licensors.
6.2 If the Software or Data Files are modified or altered by the End User, the End User will fully indemnify the Licensor against all liability which may be incurred by the Licensor if such modifications or alterations infringe any Intellectual Property Rights of a third person or otherwise cause the Licensor to suffer loss, damages or expense.
6.3 This Agreement shall apply to the Software and Data Files as modified or altered.
6.4 The End User shall execute such documents and perform such other acts as necessary in order to give effect to sub-clause 6.1.
The Licensor is under no obligation under this Agreement to maintain or to provide updates, if any, to the End User in relation to the Software during the term of this Agreement.
8. LICENCE FEE
8.1 If the End User has or will acquire a licence key for the Software directly from the Licensor, whether by electronic transmission or any other means, the Parties agree that the End User will pay to the Licensor the Licence Fee plus any GST or other tax payable on the Commencement Date in accordance with the Licence Fees shown on the webpage http://www.formreturn.com/buy as that webpage is shown on the commencement date.
8.2 The Licensor reserves the right to amend the price of the Software shown on the webpage http://www.formreturn.com/buy at any time prior to the Commencement Date.
8.3 If the End User has acquired a licence key for the Software from a Third Party Retailer or another source who has authority to enter into this Licence agreement on behalf of the Licensor, the Licence Fee is as agreed between the End User and that authorised party.
9. LIMITED WARRANTY AND REFUNDS
9.1 The Licensor warrants that the media on which the Software is distributed will be free from defects for a period of ninety (90) days from the date of delivery of the Software to the End User. The End User's sole remedy in the event of a breach of this warranty will be that the Licensor will, at its option, either replace any defective media returned to the Licensor within the warranty period or refund any money paid for the Software. The Licensor does not warrant that the Software will meet the End User's requirements or that operation of the Software will be uninterrupted or that the Software will be error-free.
9.2 The above warranty is exclusive and in lieu of all other warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. This warranty gives you specific legal rights. You may have other rights which vary from country to country.
9.3 Please note that as the product can be used once on a hard drive and matched to a license key, refunds cannot be given after a license key has been issued. The End User is advised to download a 'Trial' version so they can be completely satisfied with the product before purchasing. If there is a good and valid reason for being dissatisfied with the product that was not identifiable during the free 'Trial' evaluation process, then refunds may be given at the discretion of management.
10. NO ENDORSEMENT
10.1 The Parties agree that the End User will not claim any endorsements by or from the Licensor or make reference to the Licensor in any other publicity to promote or market its operations as a result of or in relation to this Agreement.
10.2 The Licensor has provided the End User with links to materials belonging to third parties and the Licensor does not endorse those materials nor will the Licensor be held responsible for any materials thereon.
11.1 If at any time during the Agreement the End User becomes aware that there is an error in the Software, the End User will endeavour to notify the Licensor of the perceived defect.
11.2 The Licensor will not be liable for any damage or loss caused by an error in the Software.
12.1 The End User agrees it will indemnify the Licensor and its officers, employees and agents ("those indemnified") from and against any loss or damage (including loss of profits, consequential loss or reasonable legal costs and expenses) or claims made by any person arising out of:
(a) the End User's use of, or inability to use, the Software in its original form or as modified or altered;
(b) the content contained in the Software in its original form or as modified or altered being inaccurate or incomplete;
(c) any breach by the End User of this Agreement; and
(d) any infringement or alleged infringement of the rights, including Intellectual Property Rights, of any person as a result of the End User's use, modification or alteration of the Software.
12.2 This clause will survive termination of this Agreement.
13. EXCLUSION OF LIABILITY
13.1 The End User acknowledges and agrees that the Licensor and its officers, employees and agents will not be liable for any loss or damage including loss of profits, or consequential loss howsoever caused, including through negligence, incurred by any person arising from:
(a) the End User's use of, or inability to use, the Software in its original form or as modified or altered; and
(b) the content contained in the Software in its original form or as modified or altered being inaccurate or incomplete.
13.2 The Parties agree that to the extent permitted by law, the Licensor excludes all implied terms (including conditions and warranties) applicable under this Agreement.
13.3 This clause will survive termination of this Agreement.
14.1 The End User warrants that:
(a) it will not infringe the rights including Intellectual Property Rights or Moral Rights of any person in the performance of this Agreement;
(b) it will not engage in activity, i.e. enter into any license, agreement or understanding with any person which is likely to conflict with its obligations under this Agreement; and
(c) it will not deal with the Intellectual Property Rights in the Software in a manner that is inconsistent with this Agreement.
15.1 The Parties acknowledge that downloading, installing and using the Software is at the End Users risk.
15.2 The End User acknowledges that:-
(a) the Licensor is not responsible for any damage caused to the End Users computer or computer system caused by downloading, installing or using the Software.
(b) The Licensor owns all intellectual property in the Software.
17.1 The Licensor may terminate this Agreement immediately by notice in writing to the End User if:
(a) the End User is in breach of any term of this Agreement and such breach is not remedied within seven (7) days of notification by the Licensor;
(b) the End User Commercialises the Software and any modifications or alterations to the Software;
(c) the End User becomes, or is to become subject to any form of insolvency administration;
(d) the Licensor, in its discretion, gives seven (7) days written notice to terminate the Agreement;
(e) the Licensor has reasonable grounds for believing that the End User is using the Software in its original form or as modified or altered in an inappropriate manner.
17.2 The End User may terminate this Agreement immediately at any time by destroying all copies of the Software, whether electronic or otherwise, and ceasing to use the Software at any point in the future.
17.3 Upon termination of this Agreement, the End User must:
(a) immediately discontinue use of the Software in its original form or as modified or altered by the End User;
(b) return to the Licensor, upon request, all copies of the Software in its original form or as modified or altered by the End User; and
(c) do such further things as may be reasonably requested by the Licensor to protect its interests and its Intellectual Property Rights in the Software in its original form or as modified or altered by the End User.
18. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties on the subject matter.
19. ASSIGNMENT AND NOVATION
The benefit of this Agreement may be assigned by the End User provided the End User takes full responsibility for ensuring that its successor in title is bound by the terms of this agreement.
No right under this Agreement shall be deemed to be waived except by notice in writing signed by the Licensor.
The provisions of this Agreement shall not be varied, except by agreement in writing signed by the Parties.
If any provision of this Agreement is held invalid, unenforceable or illegal for any reason, the agreement shall remain otherwise in full force apart from such provisions which shall be deemed deleted.
Any dispute arising in connection with this Agreement which cannot be settled by negotiation between the Parties or their representatives must be submitted to mediation through an independent mediator chosen by agreement between the Parties, the costs of which will be borne equally by both Parties.
24. NO RELATIONSHIP
Nothing in this Agreement constitutes a Party, the partner, employee, agent, or legal representative of the other Party for any purpose or creates any partnership, agency or trust, and no Party has any authority to bind the other Party in any way.
25. GOVERNING LAW
This Agreement will be governed by and construed according to the law of the State of Queensland.
The End User agrees to be identified as a customer of the Licensor and also agrees that the Licensor may refer to the End User by name, trade name and trademark, if applicable, and may briefly describe the End User's business in their marketing materials and on their web site/s. The End User hereby grants the Licensor a license to use the End User's name and any of the End User's trade names and trademarks solely in connection with this clause.
27. THIRD PARTY SOFTWARE
Additional copyright notices and license terms applicable to portions of the Software can be found in the NOTICE file included with the software. The End User agrees to comply with all conditions required by these licences or otherwise imposed by law.