Software Licence Agreement

Licence Agreement for Magnum Opus Evaluation

This document is a legal agreement between you and G I Webb & Associates Pty Ltd ACN 087 875 527 (GIWA). By downloading or using this software or its documentation, you agree to be bound by the terms of this agreement.

Definitions

"The software" means the GIWA software product for which GIWA has given you an evaluation licence, including all documentation therewith. 

"The licensed computer" means the computer for which GIWA has given you an evaluation licence. 

GENERAL PROVISIONS

Software Licence

GIWA wishes to allow you the opportunity to evaluate the software and grants you the right to use the software on the licensed computer for such period as may be determined by GIWA. 

The licence shall be non-transferable and is not exclusive to you. 

Use of the software is limited to the designated computer equipment, unless the consent of GIWA is obtained to use the software on alternative equipment. 

You may not use, copy, modify, combine, incorporate or transfer the software, or any copy, modification, or merged portion, in whole or in part, except as expressly permitted by this agreement. Any portion of the software merged into another program continues to be subject to the terms and conditions of this Agreement. 

You may not reverse engineer, decompile, or disassemble the software, except and only to the extent that such activity is expressly permitted by applicable law. 

Disclaimer of Warranty

The software is provided "as is" without warranty of any kind. GIWA further disclaims all implied warranties including any implied warranties of merchantability or of fitness for a particular purpose. You acknowledge that no representation or warranty has been made by GIWA as to the performance or functionability of the product or as to the suitability of the product for the purposes of the purchaser. 

The entire risk arising out of the use of the software and documentation remains with you. In no event shall GIWA or anyone involved in the creation or documentation of the software be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, interruption of business activity, loss of business information, or other monetary loss) arising out of the sale, use or inability to use the software or documentation. You agree not to obtain or use the software in any state or country that does not allow the exclusion or limitation of liability for consequential or incidental damages. 

Acceptance

Upon installation of the software, you shall be responsible for ensuring that the software is used in accordance with these conditions. 

Ownership

You acknowledge that all intellectual property rights in the software belong to GIWA. 

GIWA retains ownership of the software whether in its original form or as modified by you during the term of the licence. 

Copies

You may make such number of copies of the software as is necessary to serve your internal needs for the system's back-up and security. All copies of the software shall be and remain the property of GIWA. 

You shall not remove from the software or copies of the software notices of GIWA's ownership of the software. 

You shall notify GIWA immediately on becoming aware of any unauthorised use or copying of the whole or any part of the software or of the documentation. 

Security

You shall be responsible for protecting the software at all times from access, use or modification that is not authorised by this agreement. 

Entire agreement

This agreement constitutes the entire agreement between the parties relating to the software. 

Waiver

No forbearance, delay or indulgence by a party in enforcing the provisions of this agreement shall prejudice or restrict the rights of that party, nor shall any waiver of those rights operate as a waiver of any subsequent breach. 

Severability

Should any part of this agreement be or become invalid, that part shall be severed from this agreement. Such invalidity shall not affect the validity of the remaining provisions of the agreement. 

Applicable Law

This agreement shall be governed by the Laws of the State of Victoria in the Commonwealth of Australia. You agree to submit to the jurisdiction of the Courts of Victoria. 

Dispute resolution

Any dispute or difference arising in connection with this agreement shall be submitted to arbitration in accordance with, and subject to, the Rules for the Conduct of Commercial Arbitrations of the Institute of Arbitrators, Australia. During such arbitration, both parties may be represented by a duly qualified legal practitioner.