Buildsoft Licence Agreement
Please read the following Software Licence Agreement. This agreement is a legal document which governs your rights and obligations relating to the use of this Buildsoft software product.
IMPORTANT
You must read and be confident of your obligations under the Agreement. By installing, copying or otherwise using this Buildsoft software product, you agree to be bound by the terms of this agreement. If you do not agree to the terms of this agreement, return the unused software product for a full refund.
1. GRANT OF LICENCE
1.1 "Buildsoft" means Buildsoft Pty. Limited (ACN 003024253) of 24 Oxley Street, Campbelltown, New South Wales.
1.2 Buildsoft grants to you, subject to the payment of the Licence Fee, and you hereby accept a non-exclusive, non-transferable licence (the "licence") for you to use the Buildsoft software product contained in this package (the "software") on the designated C.P.U. (i.e. a computer with a single C.P.U.) at the site upon the terms and conditions of this agreement.
1.3 You may use the enclosed written materials (the "documentation") and magnetic or other physical media on which the Software is originally or subsequently recorded or fixed (the "Storage Media") free of charge. You shall have custody of these as bailee only and shall not acquire any proprietary rights in these items. Your right to use the Documentation and Storage Media will cease on termination of this Agreement. You may not assign, encumber or part with possession of the Documentation and Storage Media without Buildsoft's prior consent in writing which may be withheld for any reason whatsoever.
1.4 To use the Software, a small hardware protection device (the "dongle") may be purchased or provided, but where no such device is purchased or provided, you will receive a Serial Number from Buildsoft when you start running the Software for the first time. For Dongle users, if the Dongle is stolen, it will not be replaced unless the licence fees are repaid again in full. For users whose Software runs via a Serial Number, in cases where the computer containing the installed Software is stolen or damaged, a replacement Serial Number will only be provided after licence fees are repaid in full or under more favourable terms at the sole discretion of Buildsoft. All users should also ensure that the Software is insured to cover these and other situations.
2. TERM
The licence shall commence on the date upon which you receive the Serial Number from Buildsoft or the date which the Dongle was successfully used to start the Software for the first time, and, unless terminated pursuant to Clause 9, shall continue in perpetuity.
3. USE RESTRICTIONS
3.1 For users of the Software who required a Serial Number to start (i.e. non-Dongle users), you may physically transfer the Software from the Designated C.P.U. to another C.P.U. provided the Software is used on only one C.P.U. (unless further licence fees are paid) upon obtaining the prior written consent of Buildsoft. To accomplish this, run the Kill Program supplied by Buildsoft into the Designated C.P.U. Once the Kill Program has been run, you must provide the Kill Number and a copy of the original Serial Number to Buildsoft before you will be provided with a new Serial Number. For Dongle-users, you may physically transfer the Software and the Dongle from the Designated C.P.U. to another C.P.U. provided the Software is used on only one C.P.U.
3.2 You may not, directly or indirectly, copy or reproduce in any form, alter, modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software or the Documentation, or combine the Software or the Documentation with any other computer programs on any intellectual or industrial property of any kind.
3.3 You acknowledge that any copies, reproductions, alterations, modifications, adaptations or derivatives made of, or any computer programs or other property combined or incorporated with the Software or the Documentation without Buildsoft's consent and any intellectual property comprised therein shall be the property of Buildsoft and you agree to everything reasonably necessary to vest ownership of such property in Buildsoft.
4. TRANSFER RESTRICTIONS.
You shall not assign, sub-licence encumber or otherwise deal with the Software, any part thereof, or any of your rights or obligations under this Agreement, without the prior written consent of Buildsoft. Buildsoft reserves the right to withhold such consent for any reason and requires that any authorized assignee, sub-licensee or other person agrees to and shall be bound by the terms and conditions of the Licence.
5. CONFIDENTIAL INFORMATION
5.1 You acknowledge that information relating to or embodied in the Software and the Documentation is confidential to Buildsoft and that any disclosure of that information would cause damage to Buildsoft. You shall treat as confidential and keep secret all information contained in or embodied in the Software and the Documentation and all information conveyed to you by training or otherwise (collectively "the information").
5.2 You undertake that you shall not, and shall use your best endeavours to ensure that your employees and agents do not, without the prior written consent of Buildsoft, disclose the information or any part thereof to any third party and that no third party gains access to the information except as required by law.
5.3 You shall indemnify Buildsoft against any loss or damage which Buildsoft may suffer as a result of your failure to comply with the undertakings imposed upon you by this Clause 5.
5.4 You shall promptly notify Buildsoft if you become aware of any breach of confidence by any person to whom you disclose or who gains access to any or all of the information and shall Buildsoft all reasonable assistance in connection with any proceedings which Buildsoft may institute against any such person for breach of confidence.
5.5 The obligations as to confidentiality contained in this Clause 5 shall survive termination of this Agreement.
6. OWNERSHIP
6.1 You acknowledge that all proprietary rights in the Software, the Storage Media, the Dongle and the Documentation, provided to you are vested in Buildsoft and Buildsoft reserves the right to grant licences or other rights in relation to the Software or the Documentation to third parties during the term of this Licence.
6.2 Nothing in the Agreement shall be construed as conferring on you any proprietary rights in or in relation to the Software, the Storage Media or the Documentation.
6.3 You undertake not to use or deal with the property of Buildsoft otherwise than in accordance with the terms of this Licence and shall notify Buildsoft immediately if you become aware of any unauthorized use of Buildsoft's property by any person.
7. SECURITY AND CONTROL
You shall effect and maintain adequate security measures to safeguard the Software and the Documentation from access to or use by an unauthorized person and retain the Software, the Storage Media, the Dongle and the Documentation under your effective control.
8. TERMINATION
8.1 The Licence will terminate upon your failure to comply with any provision of this Licence or if you become subject to any form of insolvency administration. Upon termination, you shall return forthwith all copies, including any modified copies, of the Software, the Storage Media, the Dongle and the Documentation to Buildsoft. You will also remove the Software from the hard disk of the Designated C.P.U. by running the Kill Program supplied by Buildsoft and providing Buildsoft with the Kill Number.
8.2 If you do not return these items and provide evidence of the removal of the Software from the hard disk of the Designated C.P.U. by providing Buildsoft with the Kill Number, you hereby grant Buildsoft a licence to enter upon any site upon which copies of the Software, the Dongle, the Storage media or the Documentation may be situated and remove the same (including the copy of the Software stored in the hard disk of the Designated C.P.U.). You shall give Buildsoft such assistance as it may reasonably require to repossess or remove any copies of the Software, the Storage Media and Documentation pursuant to this Clause 8.
8.3 The obligations and rights granted under this Clause 8 shall survive termination of this Agreement.
9. UPDATE POLICY
Buildsoft may create in its discretion from time to time updated versions of the Software. You shall be entitled to such updates only if you have subscribed to, and have duly paid, the then current maintenance fee to Buildsoft as published in Buildsoft's standard price lists.
10. WARRANTY
10.1 Buildsoft warrants that the Software will conform to Buildsoft's specifications current as at the date of commencement of this Agreement. However, Buildsoft does not warrant that the Software will run uninterrupted or remain error free. Buildsoft reserves the right to revise this publication and to make changes from time to time in the content without obligation of Buildsoft to notify any person of such changes.
10.2 You agree that to the extent permissible by law the warranties in this Clause 10 are the only warranties made or given by Buildsoft.
10.3 To the extent permissible by Law all representations and warranties other that those expressly provided for in this Agreement are excluded.
10.4 It is agreed, to the extent permissible by law, that Buildsoft will not be liable for special, indirect or consequential damage (including loss of profits) of any kind suffered by you or any of your employees, agents, customers or invitees arising in connection with any act or omission of Buildsoft in breach of any term of this Agreement or otherwise.
10.5 In the event that the supply of goods or services pursuant to this Agreement is a supply of goods or services to a consumer as defined in the Trade Practices Act 1974 (the "Act"), nothing contained in this Agreement excludes, restricts or modifies any Agreement or is conferred upon you, provided that to the extent that the Act permits Buildsoft to limit its liability for a breach of a condition or warranty implied by the Act, then Buildsoft's liability for such breach is limited (at the option of Buildsoft) to: (a) in the case of goods, any one or more of the following: i) the replacement of the goods or the supply of equivalent goods; or ii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (b) in the case of services: i) the supplying of the services again; or ii) the payment of the cost of having the services supplied again.
10.6 You warrant that you have, prior to entering into this Agreement, relied upon your own skill and judgement as to the suitability of the Software for your purposes and have not relied upon any representation made by Buildsoft, other that those representations expressly contained in this Clause 10. 10.7 Where a Dongle has been supplied or purchased, the warranty of the Dongle is as per the Dongle manufacturer's warranty.
11. INDEMNITY
You shall indemnify and hold harmless Buildsoft against each claim, action, proceedings, judgement, damages, loss, cost, expense or liability whatsoever incurred or suffered by or brought about or made or recovered against Buildsoft arising from or in connection with any breach by you of any provision of this Agreement, any failure by you to use the Software in accordance with Buildsoft's specifications or direction or any claims by a third party arising out of the use of the Software by you or your employees or agents.
12. PROPER LAW
This Agreement shall be governed by and construed in accordance with the laws of New South Wales. The parties agree to submit to the non-exclusive jurisdiction of the courts of that state in respect of all matters arising thereunder. 13. Notices may be communicated by facsimile or post and are effective as follows: (a) if by post, 3 business days after posting; and (b) if by facsimile transmission, upon receipt of the "transmission o.k." message.
SCHEDULE OF FURTHER INFORMATION
"Serial Number" means the number which must be entered into the C.P.U. after generation of the "BUILDSOFT requires this:" Number before the Software will work. "Kill Number" means the number generated by the Designated C.P.U. when the Kill Program has been run remove the Software from the hard disk of the Designated C.P.U. "Site" means the address where the Software is installed for the first time. "Designated C.P.U." means the Serial Number of the computer where the software is installed for the first time.
END OF AGREEMENT