Autodose Licence Agreement
Copyright to this program exists with Autodose Pty Ltd (ABN 52 116 012 152) and Elijah Pty Ltd (ABN
52 156 222 141). The software is for use by the Licensing Company to be used in the operation at
one site location. The software may not be duplicated, other than for backup purposes, or altered in
any way. The sale and ongoing fee of the software is covered by the Terms and conditions of the
license supplied with the initial contract.
TERMS AND CONDITIONS OF LICENSE
- The following terms shall have the following respective meaning:
- 1.1 “Improvement” means an upgrade, correction, modification, alteration, revision, update or refinement of the Product which improves a particular function or phase without providing a new capability to the user.
“Invoice” means the invoice or quotation of the Licensor attached to these terms and conditions.
“the Licensor” shall include with Autodose Pty Ltd and Elijah Pty Ltd
“the Licensee” shall mean the person or company named on the Invoice
“Licence Fee” means the fee set out on the Invoice.
“the Product” means the computer programme described on the Invoice, or the program with the primary executable binary name of Autodose.exe.
“the Site” means the location described on the Invoice.
- 1.2 Words importing the singular shall be deemed to include the plural and vice versa and words importing one gender shall include the other genders.
- 2.1 In consideration of the payment now made to the Licensor by the Licensee of the License Fee and in further consideration of the performance and observance of the covenants and conditions herein contained and on the part of the Licensee to be observed and performed, the Licensor hereby grants to the Licensee a license to use the Product in accordance with the terms hereof.
- 2.2 The license hereby granted is non-transferable and non-exclusive.
- 2.3 The license hereby granted by the Licensor is to allow the Licensee to use the Product at the Site only.
- 2.4 The Licensee shall be permitted to make back-up replacement copies of the Product for use at the Site.
- The Licensee agrees with the Licensor as follows:
- 3.1 Not to be a party to the doing of any act, matter or thing, whereby any industrial property in respect of the Product may be prejudicially affected including after the license is terminated for whatsoever reason;
- 3.2 To use the Product as an independent licensee and not as a partner, representative, agent or employee of the Licensor;
- 3.3 To notify the Licensor immediately of any perceived problems with its use of the Product;
- 3.4 That all right, title and interest in the Product shall remain at all times the property of the Licensor absolutely and that any use by it of the Product shall be as licensee only;
- 3.5 Not to make any copies of any manual or technical or scientific information or advice in relation to the Product made available to the Licensee; and
- 3.6 Not to modify, sell or otherwise dispose of the Product or any copies thereof.
- The Licensor agrees with the Licensee:
- 4.1 To provide a hosted solution for their data.
- 4.2 To provide to the Licensee any updates as and when they become available.
- The Licensor shall not be required to provide any support services or maintenance of the Product. If the Licensor, at its sole discretion, should decide to provide any support, services or maintenance of the Product, they shall be charged at the Licensor’s then applicable rates.
- 6.1. In the event that:
- (a) there is a material breach or non-observance or non-performance of any of the covenants and conditions herein contained and on the part of the Licensee to be observed and performed and such breach continues for fourteen (14) days after service in writing by the Licensor of a notice on the Licensee requiring it to remedy same;
- (b) the Licensee (or any of them) shall become bankrupt or makes an assignment for the benefit of creditors, or makes any composition or arrangement with such creditors; or
- (c) the Licensee has a liquidator or a receiver or a receiver and manager appointed over the whole or any part of its property or undertaking or has an official manager appointed or makes an assignment for the benefit of creditors or makes any composition or arrangement with such creditors; then the Licensor may at its option by notice in writing terminate this license without prejudice to any other remedy the Licensor may have against the Licensee.
- 6.2 Upon the termination of this license for whatever reason the Licensee shall deliver forthwith to the Licensor the Product and all copies thereof.
- Any waiver by the Licensor of a breach of this license shall not be deemed to be a waiver of a subsequent breach of the same or of a different kind.
- In the event that any of the obligations or undertakings of the Licensor herein or any of the other terms hereof cannot be given effect or full force and effect by reason of statutory invalidity or otherwise the said obligation undertaking or other term as the case may be which cannot be given effect or full force and effect shall be severed ignored or read down restrictively to maintain and uphold so far as possible the other terms of this license.
- This license will be governed by the laws of Australia and the parties hereby submit to the jurisdiction of the courts of Australia.
- These terms constitute the entire agreement and understanding between the parties as to the subject matter hereof and merge all prior discussions between them and supersedes all prior agreements and understandings between the parties with respect to the matters covered hereby and all representations or warranties given.
- Where there is more than one signatory as Licensee the covenants on their part shall be joint and several.
- 12.1 To the extent permitted by law, it is expressly agreed that the Licensor makes no warranties in relation to the Product whether as to merchantability or fitness for a particular purpose or as to any other matter or thing other than as expressly set out herein.
- 12.2 Subject always to certain laws which make certain warranties, conditions and representations incapable of exclusion or limitation, all expressed and implied conditions, warranties and representations (whether contractual or otherwise) whether arising under statute or by implication of law, custom or usage with respect to products or services supplied by the Licensor to the Licensee shall not apply, and all such conditions and warranties and representations (if any) are expressly negatived.
- 12.3 The Licensor shall in no event be liable for any damage whether direct, indirect, spatial, incidental or consequential howsoever arising whether under statute or from the negligence of the Licensor or by breach of contract by the Licensor or from an act or omission of the Licensee or otherwise.
- 12.4 When a right or remedy which is not capable of exclusion, restriction or modification is granted to the Licensee by law and that law allows the Licensor to limit its liability with respect to that right or remedy, then the liability of the Licensor is limited solely to the minimum level permitted by that law and where the Licensor has a discretion as to its liability, to the liability as determined by the Licensor.