Licence agreement EPDECOMV2.0 software

Licence agreement EPDECOMV2.0 software

 

This document is a licence agreement (‘Agreement’) between Future Fuels CRC Ltd ABN 89 627 721 448 (‘Licensor’) and the Licensee whose details are provided in the online subscription form (‘Licensee’).

The Licensee may accept this Agreement by clicking ‘Agree’ at the bottom of this Agreement and by paying the applicable licence fee.

This Agreement governs the Licensee’s access to and use of the EPDECOM Software. This Agreement gives the Licensee specific legal rights, and the Licensee may also have other legal rights which vary from place to place.  The disclaimers, exclusions, and limitations of liability in this Agreement will not apply to the Licensee to the extent prohibited by applicable law.

1. By accepting this Agreement as described above, you (the person clicking ‘Agree’ and/or paying the licence fee) will be accepting and agreeing to this Agreement on behalf of the Licensee. You warrant on your own behalf and on behalf of the Licensee that you have the authority to accept the terms of this Agreement on behalf of the Licensee.  If you do not agree with any part of this paragraph, you must not purport to accept this Agreement or to use the EPDECOM software. EPDECOM SOFTWARE

In this Agreement, ‘EPDECOM Software’ means the EPDECOM fracture control software designed to calculate the minimum linepipe toughness (arrest toughness) required to arrest a running fracture and includes:

• at the date of this Agreement, components of the GERG-2008 equation of state;
• software Version 2.0 and all revisions and updates made during the term of this Agreement; and
• the EPDECOM Manual.

2. LICENSE TERMS AND CONDITIONS
   • Copyright of the EPDECOM Software is owned by (or in the case of the components referred to in clause 1.1, licensed by) the Licensor.
   • Upon execution of this Agreement and payment of the relevant licence fee in clause 2, the Licensor grants to the Licensee a non-exclusive, non-assignable and limited licence to use the EPDECOM Software (‘Licence’) in accordance with the terms of this Agreement.
   • The relevant term of the Licence is three months or one year, in accordance with the licence fee paid by the Licensee pursuant to clause 3 (‘Term’).
   • The EPDECOM Software may only be used:
     • by employees and officers of the Licensee and not by any other person; and
     • in accordance with the terms of the EPDECOM Manual, and the minimum system requirements and normal operating procedures as notified by the Licensor from time to time.
   • The Licensor will provide the Licensee on request with individual user login details for Licensee’s employees and officers. Under the Licence, maximum three logins may be used at any one time.  Each further Licence purchased by the Licensee will allow three additional logins to be used at the same time.
   • The issuing of one Licence will enable the Licensee to install the EPDECOM Software on a maximum of three personal computers, laptops or other suitable electronic devices.
   • The Licensee acknowledges and agrees that the Licensee may not install the EPDECOM Software on a mainframe or computer network server.
   • The Licensee will comply, and ensure that its employees and officers comply, with the Licensee’s obligations under this Agreement.
   • The Licensee will ensure that only its authorised employees and officers use the EPDECOM Software provided under the Licence. The Licensee may not sublicence or otherwise transfer this Agreement or the Licence or allow any third party to use the EPDECOM Software without the prior written approval of the Licensor.
   • The Licensee may not reproduce, distribute, augment, change or modify the EPDECOM Software, or any of its components including, but not being limited to, the Dynamic Link Library (DLL), source code, or executable files.
   • The Licensee may not change or modify its computer software or hardware in order to change the operation of the EPDECOM Software or to attempt to defeat any technical measures used to protect the EPDECOM Software or used to give effect to the Licence.
   • The Licensee may not develop commercial software packages using any portion of the EPDECOM Software or distribute in any manner any commercial software package developed from any portion of the EPDECOM Software.
   • The Licensee acknowledges that where the Licensor, in its absolute discretion, provides to the Licensee updates to the EPDECOM Software, it will not provide those updates online. The Licensee acknowledges that any updates will be undertaken by the Licensor offline and forwarded to the Licensee.
   • The terms of this Agreement and the Licence may only be amended by agreement by the parties in writing.
3. LICENCE FEES
   • The Licensee will pay a licence fee for use of the EPDECOM Software.
   • The licence fee is:
     • AUD$1,600 (excluding GST) for one Licence per year.
     • AUD$600 (excluding GST) for one Licence per 3 months.
   • The Licensee will pay the relevant licence fee to the Licensor immediately at the time of, and as a condition of, this Agreement.
   • The Licensee will be provided with the user login details only upon receipt of payment of the applicable licence fee in accordance with this clause 3.
   • The Licensee acknowledges and agrees that any licence fee payable for any subsequent licence after the expiry or termination of the Licence may be increased at the sole discretion of the Licensor.
4. GOODS AND SERVICES TAX
   • The terms used in this clause have the same meanings as those terms and phrases in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
   • Amounts in this Agreement are expressed as being exclusive of GST. If any taxable supply is made under or in accordance with this Agreement, then the amount payable for that taxable supply shall be increased by the rate of GST imposed by law.
   • If a party makes a taxable supply under or in accordance with this Agreement, that party must give to the party receiving the taxable supply a tax invoice. The tax invoice must be given before or at the same time payment is received or, if that is not practicable, within ten days of receiving payment.
5. NO WARRANTY OR LIABILITY
   • The EPDECOM Software is expressly made available on an ‘as is’ basis. The EPDECOM Software may not be used other than in accordance with this Agreement.
   • The Licensor strives to deliver a high-quality software product. However, to the extent permitted by law, the Licensor does not warrant, or represent, the merchantability or fitness for a particular purpose of the EPDECOM Software, or that the use of any information disclosed in the EPDECOM Software does not infringe upon any third party property rights.
   • Subject to clause 4.2, the Licensor will use its reasonable endeavours to ensure that the EPDECOM Software will perform substantially in accordance with the EPDECOM Manual.
   • To the extent permitted by law, all terms, conditions and warranties which would otherwise be implied by law or otherwise, are excluded from this Agreement.
   • To the extent permitted by law, the Licensor’s liability for any breach of the terms of this Agreement and any condition or warranty implied by law (which cannot be excluded) is limited to, and will be completely discharged by, at the Licensor’s election, resupplying the Licence or providing a refund of the amount of the licence fee paid by the Licensee to the Licensor under clause 3 of this Agreement.
   • To the extent permitted by law, the parties agree that the Licensor is not liable to the Licensee (and any party claiming through the Licensee) for:
     • any claim made under, or in connection with, this Agreement, in tort, under statute, in equity or otherwise in respect of the Licence for loss or damage to person or property; or
     • any indirect, special or consequential loss or damage of any nature whatsoever caused in any way, where such loss or damage includes:
       • any loss of income, profit or business; or
       • any loss of goodwill or reputation.
     • Where the Licensor is unable to limit or exclude its liability in accordance with clauses 2 and 4.4 to 4.6, the Licensor’s liability for any damage of whatever sort is limited to the total of the licence fee paid by the Licensee under clause 3 of this Agreement.

6. TERMINATION
   • This Agreement will automatically expire at the end of the Term.
   • The Licensee may terminate this Agreement without cause by giving written notice to the Licensor.
   • The Licensor may terminate this Agreement immediately on written notice to the Licensee if the Licensee breaches this Agreement and the breach cannot be, or is not, rectified within 30 days after the Licensor sends written notice to the Licensee specifying the breach and requesting rectification.
   • Immediately upon expiry or termination of the Licence, the Licensor will deactivate all user login accounts associated with the Licence, and the Licensee must not use the EPDECOM Software. The Licensee will not be entitled to any refund for any portion of the licence fee paid.
   • In the event that the Licence is terminated prior to expiry, all of the Licensee’s data and settings associated with the Licence will be permanently deleted. It is the Licensee’s responsibility to save any output data from the EPDECOM Software
7. ADDRESSES FOR NOTICES

A notice under this Agreement is deemed to have been given if it is in writing and executed by the sender (or its agent) and is delivered or sent by post to the following addresses:

• Licensor

Future Fuels CRC Limited

Faculty of Engineering and Information Sciences

University of Wollongong

Northfields Ave, Wollongong 2522

Australia

 

• Licensee

As described in the Online Subscription Form

8. ENTIRE AGREEMENT

This Agreement records the entire agreement between the parties as to its subject matter.  Any prior negotiations, agreements, arrangements, representations and understandings related to the subject matter of this Agreement are superseded by this Agreement.

9. GOVERNING LAW

This Agreement is governed by the laws of New South Wales and the Commonwealth of Australia.

10. JURISDICTION

The parties submit to the jurisdiction of the Courts of New South Wales and the Commonwealth of Australia.  Any proceeding brought in the Federal Court of Australia must be instituted in its New South Wales District Registry.

11. PRESERVATION OF RIGHTS

All rights under this Agreement are in addition to and do not abrogate, limit or reduce any other rights that party may have.

12. SEVERANCE

Any provision of this Agreement that is invalid, unenforceable or illegal must be read down to the extent necessary to avoid that effect.  If that is not possible, that provision must be excluded from this Agreement but only to the extent necessary to avoid that effect.  All other provisions of this Agreement continue to be valid and enforceable.

13. WAIVER

A right or obligation under this Agreement cannot be waived except by a document executed by the party waiving that right or obligation and specifying the waiver.