Software License Agreement for DataPreparator
BEFORE PROCEEDING WITH THE INSTALLATION AND/OR USE OF THIS SOFTWARE, CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT AND LIMITED WARRANTY.
BY INSTALLING OR USING THIS SOFTWARE YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT.
This Software License Agreement ("Agreement") is entered into as of this date (the “Effective Date”) by and between DataPreparator Software, registered in Australia, NSW, BN98486308, ("Developer") and you the person or entity who is being licensed the software ("Licensee").
Developer has developed and licenses to users its software program marketed under the name DataPreparator (the "Software"). Licensee desires to utilize a copy of the Software.
Now, therefore, in consideration of the mutual promises set forth herein, Developer and Licensee agree as follows:
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1. Grant of License
Developer hereby grants to Licensee a perpetual, non-exclusive, limited license to use the Software as set forth in this Agreement.
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2. Ownership
Licensee acknowledges that this is only a limited nonexclusive license. Developer is and remains the owner of all titles, rights, and interests in the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.
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3. Restrictions
Licensee shall not modify, copy, duplicate, reproduce, decompile, disassemble or reverse engineer the Software, license or sublicense the Software, or transfer or convey the Software or any right in the Software to anyone else without the prior written consent of Developer; provided that Licensee may make one copy of the Software for backup or archival purposes.
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4. Fee
Nil.
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5. Warranty Disclaimer
The Software is provided "as is" without warranty of any kind.
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6. Limitation of Liability
Developer shall not be responsible for, and shall not pay, any amount of incidental, consequential or other indirect damages, whether based on lost revenue or otherwise, regardless of whether Developer was advised of the possibility of such losses in advance. In no event shall Developer's liability hereunder exceed the amount of license fees paid by Licensee, regardless of whether Licensee's claim is based on contract, tort, strict liability, product liability or otherwise.
Licensee agrees to defend and indemnify Developer and hold Developer harmless from all claims, losses, damages, complaints, or expenses connected with or resulting from Licensee's business operations.
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7. Governing Law
This Agreement shall be construed and enforced in accordance with the laws of the state of New South Wales in the Commonwealth of Australia. Licensee agrees to submit to the jurisdiction of the Courts of New South Wales.
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8. No Assignment
Licensee may not transfer or assign this Agreement or any rights or obligations hereunder to any other person or legal entity. Licensee may not make available the Software for use by one or more third parties.
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9. Final Agreement
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
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10. Severability
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
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11. Headings
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.