End-User License Agreement
Please read this End-User License Agreement ("Agreement") carefully before downloading or using Risk Register ("the Software"). By downloading or using the Software, you are agreeing to be bound by the terms and conditions of this Agreement. If you do not agree to the terms of this Agreement, do not download or use the Software.
GRANT OF LICENSE
The Software is licensed, not sold. Upon Licensee’s acceptance of this EULA, Licensor grants the Licensee the right to use the Software subject to the following:
Scope
Each license granted by Licensor under this EULA is worldwide, nonexclusive and non-transferable, unless otherwise specified in writing.
Licensee agree not to (a) decompile, reverse engineer, disassemble, modify, adapt, create derivative works from, or otherwise attempt to derive, any part of or the whole of the Software; (b) sell, sublicense, distribute, reproduce, transmit, circulate, disseminate, translate or reduce to or from any electronic medium or machine readable form any part of or the whole of the Software or any data/information not owned by the Licensee; (c) make the Software available by rental, timesharing, a subscription service, hosting or outsourcing; and (d) directly or indirectly access or use any Embedded Software independently of the rest of the Software.
Duration
Subject to the terms of this EULA and unless terminated earlier in accordance with this EULA, the term granted hereunder shall be: (a) for a Paid License of the downloaded Software, perpetual; (b) for a Cloud Product, the period of time of the Paid License subscription or renewal, or (c) for an Evaluation License, the Evaluation Period.
Protection Mechanisms
The Software includes license protection mechanisms that are designed to manage and protect the intellectual property rights of Licensor and its third party suppliers. Licensee must not modify, alter, attempt to defeat or defeat such protection mechanisms or the use rules that the protection mechanisms are designed to enforce. Any such violation by the Licensee will result in the immediate termination of this license.
FEES
The Licensee must pay all Fees by the due date and in the manner directed at the time of Purchase of the Software. Failure to pay Fees by the due date will result in the immediate termination of the licenses granted under this EULA.
INTELLECTUAL PROPERTY
Licensor retains all rights, title and interest in and to the Software, as well as all intellectual property rights (such as copyright, patent and trademark) in and to the Software not expressly granted to Licensee in this EULA. The Software is protected by copyright and other intellectual property laws and treaties. The Licensee does not acquire any rights of ownership in the Software hereunder.
Licensee may not remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings on or in the Software. Licensee is not granted any rights to any trademarks or service marks of Licensor.
WARRANTY
The Licensor warrants that:
it has the right to enter into this licence and to grant to the Licensee a licence to use the Software as contemplated by this EULA;
the Software will conform in all material respects to the Software’s documentation.
BREACH BY LICENSEE
If the Licensee materially breaches any of its obligations, or causes a breach of its obligations which cannot be cured, then the Licensee must immediately report such breach to Licensor.
TERMINATION
Without prejudice to any other rights and in addition to any other termination rights in this EULA, Licensor may terminate with immediate effect, this EULA if: (a) the Licensee fails to comply with the terms and conditions of this EULA; (b) Licensee suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts; (c) Licensee commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; (d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of Licensee (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of Licensee with one or more other companies or the solvent reconstruction of Licensee; (e) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over Licensee (being a company); (f) the holder of a qualifying floating charge over the assets of Licensee (being a company) has become entitled to appoint or has appointed an administrative receiver; (g) a person becomes entitled to appoint a receiver over the assets of Licensee or a receiver is appointed over the assets of Licensee; (h) a creditor or encumbrancer of Licensee attaches or Licensee takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of Licensee’s assets and such attachment or process is not discharged within 14 days; or (i) Licensee suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
Upon termination of a license granted under this EULA, the Licensee must at its own cost as soon as is reasonably practicable: (a) cease access to and cease use of the Software; and (b) remove all copies of the Software from its computer systems or any Un-controlled Systems, including archival or backup systems.
INDEMNIFICATION
Licensee will indemnify and hold harmless Licensor against all costs, expenses, losses and claims made against Licensor as a result of any infringement of a third party’s intellectual property rights arising from the Licensee’s or its Authorized User’s unauthorized use of the Software under this EULA. Licensor must notify promptly Licensee of the charge of infringement or of the legal proceeding, give Licensee sole control of the defense and related settlement negotiations, and Licensor must provide Licensee, at Licensee’s expense, with reasonable assistance and information, but no cost or expense shall be incurred for the account of Licensor without its prior written consent.
LIMITED WARRANTY
To the maximum extent permitted by applicable law, Licensor and its third party suppliers provide the Software and any Maintenance AS IS AND WITH ALL FAULTS, and except otherwise expressly contained in the EULA hereby disclaim all other warranties or remedies, whether express, implied or statutory, including but not limited to the performance, condition, merchantability, fitness for a particular purpose, data accuracy, availability, or reliability. Additionally, Licensee acknowledges that Licensor’s Cloud Products are hosted by third-parties, and that the availability of those Cloud Products is subject to a third party’s Service Level Agreement.
LIMITATION OF LIABILITY
Licensor shall not be liable to the Licensee where faults arise from:
(a) the possession, use, development, modification or maintenance of the Software (or any part thereof) by the Licensee other than in accordance with this EULA, if the infringement would have been otherwise avoided;
(b) misuse, incorrect use of or damage to the Software from whatever cause (other than any act or omission by;
(c) any breach of the Licensee’s obligations under this EULA;
(d) any modification not authorized by Licensor resulting in a departure from this EULA; or
(e) any operator error on the part of the Licensee.
The maximum liability of Licensor under this EULA shall not exceed the Fees actually paid by the Licensee for the Software.
LICENSEE PUBLICITY RIGHTS
During the term of this EULA, Licensee grants Licensor the right to include Licensee as a customer in Software promotional material, including Licensee’s logo. Licensee can deny Licensor this right at any time by submitting a written request via email to craig.schwarze@projectbalm.com and requesting to be excluded from Software promotional material. Requests generally are acted upon within thirty (30) calendar days.
GOVERNING LAW AND EXCLUSIONS
This EULA and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of Australia, and the Australian Courts shall be the competent courts of jurisdiction.
ENTIRE AGREEMENT
This EULA (and any addendum or amendment to this EULA which is included with the Software) is the entire agreement between the Licensee and Licensor relating to the Software and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA.
SEVERABILITY
If any provision of the EULA (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
CONTACT
If you have any questions about this Agreement, please contact us at craig.schwarze@projectbalm.com.