SLOG SOFTWARE LICENCE TERMS AND CONDITIONS
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS
If you do not agree to the terms and condtions of this licence agreement, do not install and/or use this software.
1.1 Upon and subject to payment of the Licence Fee, the Licensor grants to the Licensee a non-transferable and non-exclusive licence to use the Software and the Access Dongle on the terms appearing herein. Use or reproduction of the Software or the Access Dongle is otherwise unauthorized.
1.2 The Licensee acknowledges that the Software, the Access Dongle and any related works are owned by the Copyright Holder and furthermore acknowledges that such ownership does not pass to the Licensee nor does the Licensor grant any other intellectual property rights except as expressly provided.
1.3 The terms of the Licence are subject to the provisions of the Copyright Act 1968 (Cth) to the extent to which such provisions cannot be excluded.
2. Use of the Software
2.1 The Software may be used by the Licensee and any employees, officers or in-house contractors of the Licensee but no other persons.
2.2 The Licensee must ensure that the Software is used in accordance with any specifications and industry standards by persons familiar with the constraints and limitations of the Software and whom have sufficient experience and qualifications to appropriately assess and consider the results produced by the Software.
2.3 The Software may only be used at any given time by one user and on one computer per licence.
2.4 Use of the Software may only occur in conjunction with the Access Dongle through its ordinary operation.
3.1 Subject to the following sub-clauses, the Licensee shall not copy or communicate the Software, in whole or in part.
3.2 The Licensee may install the Software on any consumer grade computers within the control of the Licensee subject always to the use requirements in clause 2.
3.3 The Licensee may make such number of copies of the Software as is necessary to serve its reasonable needs for back-up and security. All copies of the Software and the media in which the copies are contained shall be and remain property of the Licensor.
3.4 The Licensor shall mark all copies of the Software and the media in which the copies are contained with a notice of:
(a) the Licensor's ownership of the Software and the media;
(b) the confidentiality of the Software; and
(c) such other information as the Licensor requires.
3.5 The Licensee shall notify the Licensor immediately on becoming aware of any unauthorised use or copying of the whole or any part of the Software or any related documentation.
3.6 Immediately upon termination of this agreement, the Licensee, shall at the Licensor’s option, destroy or deliver up to the Licensor the Access Dongle and the Software (including all copies, authorised or otherwise), the media and any related documentation, whether in their original form or as modified by the Licensee.
4. Modifications and Reverse Engineering
4.1 Subject to the provisions of the Copyright Act 1968 (Cth), the Licensee shall not:-
(a) modify the whole or any part of the Software or combine or incorporate the whole or any part of the software in any other program or system without the prior consent in writing of the Licensor;
(b) by artificial means seek to increase the frequency of use of the Software; or,
(c) disassemble or decompile the Software or any part of the Software or by any other means seek to reverse engineer the Software.
4.2 In this clause 4, “the Software” includes the Access Dongle and any computer programs comprised therein.
5. Release and Indemnity
5.1 To the full extent permitted by law, the Licensee hereby indemnifies, releases and holds the Licensor harmless against all actions, claims, liabilities, loss, damage or expense suffered or incurred (directly or indirectly) caused in any way howsoever by any party or third party in connection with the use of the Software by the Licensee or its employees, officers or subcontractors or any breach of this agreement by the Licensee whether on account of any wilful, unlawful or negligent act or omission or otherwise.
5.2 Without limiting the scope of clauses 5.1 and 6 herein, the Licensor shall not be liable to the Licensee or any other person for any incidental, expectation or indirect loss whatsoever arising from any negligent or other breach of this agreement by the Licensor or any defect in the Software.
5.3 The provisions of clauses 5 and 6 herein shall apply equally for the benefit of any head-licensor of the Software.
6. Implied terms and Limitation of Liability
6.1 Subject to following sub-clauses, any condition or warranty which would otherwise be implied in this agreement is hereby excluded.
6.2 Where legislation implies in this agreement any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying application of or exercise or liability under such condition or warranty, the condition or warranty will be deemed to be included in this agreement.
6.3 The liability of the Licensor for any breach of such condition or warranty, will be limited, at the option of the Licensor, to one or more of the following:
(a) the Licence Fee;
(b) revising the Software to a suitable condition;
(c) providing appropriate end-results to the Licensee as might otherwise be provided through the proper conduct of the Licence; or,
(d) payment to the Licensee of reasonable costs associated with having another person carry out the service provided in sub-clause (c).
7.1 If the Licensee shall default in complying with the provisions of clauses 2.2, 3.4 or 3.5, then the Licensor may give the Licensee notice of such default (“a default notice”), which notice shall require that the Licensor remedy such default within not less than 30 days from the date of the notice.
(a) a default notice is not complied with by the Licensee;
(b) having complied with a default notice, the Licensee commits a further breach of the same or similar nature; or;
(c) the Licensee breaches any other provision of this agreement,
then this License shall terminate automatically and without notice.
8.1 The Licensee shall not sub-licence or assign this licence without the consent of the Licensor.
9.1 All notices which are required to be given pursuant to this document shall be in writing and shall be sent to the last known address of the recipient or such other address as the recipient may designate by notice given in accordance with this clause.
9.2 Any notice may be delivered by hand, post, facsimile or email correspondence.
9.3 Any such notice shall be deemed to have been served:-
(a) If delivered by hand, immediately upon delivery;
(b) If sent by registered post, upon receipt unless unclaimed or refused and in such event, 24 hours after the notice would be received in the ordinary course of the post;
(c) If sent by facsimile or email correspondence, 24 hours after confirmation of effective transmission being received by the sender; or,
(d) If no transmission confirmation is received or in any other case, upon any acknowledgement of receipt or such earlier time as the sender may prove actual receipt.
10. Applicable law
10.1 This document and its interpretation, validity and all claims relating to any actions or omissions arising from conduct in connection with this document shall be governed by the laws of South Australia and the parties agree to submit to the jurisdiction of the Courts of South Australia.
11. Completeness of and departure from terms of agreement
11.1 This document shall be deemed to be accepted by the Licensee immediately upon the payment of the Licence Fee.
11.2 This agreement is the whole of the agreement between the parties and shall take effect according to its tenor notwithstanding any prior agreement in conflict or at variance with or any correspondence or other documents relating to the subject matter of this document which may have passed between the parties to the agreement prior to its execution and which are not included in this document.
11.3 This agreement may not be varied except in writing signed by both the parties, for which purpose ordinary signatures contained in electronic communications shall not be sufficient.
11.4 A waiver of any provision of this document must be in writing. No delay by any party in exercising any right or power pursuant to this document will operate as a waiver of that right or power nor will any single or partial exercise of any right or power preclude any other or further exercise of that right or power.
12. Interpretation and construction
In this document:
12.1 Except as otherwise provided:-
(a) “Access Dongle” means the dongle device provided by the Licensor in connection with the Licence.
(b) “Copyright Holder” means Peter Warwick Mitchell of PO Box 6102, Linden Park in the State of South Australia (together with his heirs, executors, administrators and assigns).
(c) “GST” and related terms have the meanings given to it in the A New Tax System (Goods & Services Tax) Act 1999 and includes:-
(i) any other goods and services tax, or any tax applying to this agreement in a similar way; and
(ii) any additional tax, penalty tax, fine, interest or other charge under a law of such a tax.
(d) “intellectual property” includes trade secrets, confidential information and all rights subsisting or capable of subsisting or being obtained under intellectual property legislation, including legislation dealing with copyright, circuit layouts, designs, patents, plant varieties or trade marks whether in Australia or overseas, and where the context admits includes any derivative works and rights.
(e) “Licence” means the licence granted on the terms appearing herein.
(f) “Licence Fee” means the consideration required by the Licensor for the grant of the Licence.
(g) “Licensee” means the licensee of the software granted pursuant to this agreement.
(h) “Licensor” means SAMUEL PETER MITCHELL of PO Box 6102, Linden Park in the State of South Australia (together with his heirs, executors, administrators and assigns).
(i) “revised version” means any revision of the Software which may be made available by the Licensor primarily to correct any defects in the Software and does not include any major update or feature enhancement to the Software unless otherwise agreed by the Licensor.
(j) “the Software” means the version of the SLOG software suite specified in the heading to these terms and any revised version.
12.2 If any provision or sub-provision is held by a court to be unlawful, invalid, unenforceable or in conflict with any rule of law, statute, ordinance or regulation it is to be severed so that the validity and enforceability of the remaining provisions are not affected.
12.3 Time is of the essence except where specific provision is made or the contrary intention appears.
12.4 A reference to a person includes the person’s heirs, executors, administrators, successors, substitutes and assigns and this document is intended to be binding upon such persons.
12.5 A reference to a statute or law includes any regulation, determination or other administrative or executive instrument relating to it including without limitation any amendments, repeals, or replacement instruments as exist from time to time.
12.6 The singular includes the plural and vice versa and words importing a gender include other genders.
12.7 Other grammatical forms of defined words and expressions have corresponding meanings.
12.8 An agreement, covenant, representation, warranty or indemnity in favour of two or more persons is for the benefit of them jointly and severally.
12.9 An agreement, covenant, representation, warranty or indemnity made by two or more persons is made by them jointly and severally.
12.10 A reference to a document or agreement, including this document, includes a reference to that document or agreement as novated, altered or replaced from time to time.
12.11 Headings are for ease of reference only and do not affect the construction of this document.
12.12 No term or ambiguity shall be construed against a party on the basis that such a term is intended to operate for the benefit of a particular party or has been drafted at the request of a particular party.
12.13 Where the context admits, the provisions of this document extend beyond any termination.
SLOG is a Registered Trademark of Peter W. Mitchell