End User License Agreement
Icon Global Link Pty Ltd A.C.N. 093 302 400 (“IGL”)
Single Use License
PLEASE READ THIS END USER SOFTWARE LICENSE AGREEMENT (“EULA") CAREFULLY BEFORE USING THE SELECTED VERSION OF THE ISES® SOFTWARE AS PER THE TERMS OF YOUR PURCHASE ORDER (“SOFTWARE”). BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT USE THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS OF THE EULA AND HAVE NOT USED, THE SOFTWARE YOU MAY BE ENTITLED TO A REFUND, DEPENDING ON THE POINT OF SALE’S THEN CURRENT PUBLISHED REFUND POLICY.
You agree that in using the Software, that has been developed created and owned by IGL, you agreed to be bound by the terms and conditions contained in this EULA.
IGL reserves the right to update and change, from time to time, this EULA and any documents incorporated by reference. IGL will notify you of any changes to this EULA.
1. Licensed Uses and Restrictions
By accepting the terms of this EULA, you represent to IGL and its affiliates (collectively, “IGL”) that you are at least 18 years old. The Software applications, documentation, and manuals are owned by IGL and are licensed to you on a (except as limited below), non-exclusive, non-sublicenseable basis for the purpose identified in your current Purchase Order (“the Specified Purpose”) on the terms and conditions set forth herein. You may only use the IGL Software in the specific location identified in your Purchase Order. This EULA defines legal use of the Software, all updates, revisions, substitutions, and any copies of the Software made by or for you. All rights not expressly granted to you are reserved by IGL or their respective owners.
a. YOU MAY install and use the Software and any updates provided by IGL (in its sole discretion) in object code form for the Specified Purpose only. Your license to use the Software under this EULA continues until it is terminated by IGL. This EULA terminates automatically if you violate any term of this EULA or IGL sends a written notice of termination to you.
b. YOU MAY NOT:
(i) decompile, reverse engineer, disassemble, modify, rent, lease, loan, distribute, or create derivative works (as defined by the respective Australian and U.S. copyright legislation) or improvements (as defined by the respective Australian and U.S. patent leglislation) from the Software or any portion thereof;
(ii) incorporate the Software into any computer chip or the firmware of a computing device manufactured by you or for you;
(iii) use the IGL Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA;
(iv) use the Software for any purpose other than the Specified Purpose. You understand that the Software is not designed for any other purpose other than for the Specified Purpose;
(v) use or export the Software in violation of applicable export laws or regulations; or
(vi) sell, lease, loan, distribute, transfer, or sublicense the Software or access thereto or derive income from the use or provision of the Software, whether for direct commercial or monetary gain or otherwise, without IGL’s prior, express, written permission.
2. Ownership and Relationship of Parties
The Software is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of Australia, the U.S. and other countries. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in this EULA. IGL own all rights, title, and interest in and to their applicable contributions to the Software. This Software License grants you no right, title, or interest in any intellectual property owned or licensed by IGL, including (but not limited to) the Software and IGL trademarks, and creates no relationship between yourself and IGL other than that of IGL to licensee. You agree that you will use the Software, and any data accessed through the Software, for the Specified Purpose only. You agree not to assign, copy, transfer, or transmit the Software, or any data obtained through the Software, to any third party. Your license to use the Software, its components, and any third-party data, will terminate if you violate these restrictions. If your license terminates, you agree to cease any and all use of the Software, its components, and any third-party data. All rights in any thirdparty data, any third-party software, and any third-party data servers, including all ownership rights are reserved and remain with the respective third parties. You agree that these third parties may enforce their rights under this EULA against you directly in their own name.
3. Support and Software Updates
IGL may elect to provide you with customer support and/or software upgrades, enhancements, or modifications for the Software (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you. IGL may change, suspend, or discontinue any aspect of the Software at any time, including the availability of any Software special feature, database, or content. IGL may also impose limits on certain features and services or restrict your access to parts or all of the Software without notice or liability.
4. Disclaimer of Warranties by IGL
USE OF THE SOFTWARE AND ANY DATA ACCESSED THROUGH THE IGL SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE IS PROVIDED "AS IS." ANY MATERIAL OR SERVICE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK, AND IGL WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY BUSINESS LOSS, OR DAMAGE TO THE COMPUTER SYSTEM ON WHICH THE SOFTWARE IS USED OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND/OR USE OF THE SOFTWARE OR ANY SUCH MATERIAL OR SERVICE.
IGL, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND ASSIGNS (COLLECTIVELY, "IGL ENTITIES") AND EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SOFTWARE AND ANY DATA ACCESSED THEREFROM, OR THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE SOFTWARE AND ANY DATA ACCESSED THEREFROM, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. IF THE SOFTWARE OR ANY DATA ACCESSED THEREFROM PROVES DEFECTIVE, YOU (AND NOT THE IGL ENTITIES) WILL BE RESPONSIBLE OR LIABLE FOR THE COST OF REPAIR OR INJURY OF ANY KIND, EVEN IF THE IGL ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH A DEFECT OR DAMAGES. SOME JURISDICTIONS DO NOT ALLOW RESTRICTIONS ON IMPLIED WARRANTIES SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.
5. Limitation of Liability
THE IGL ENTITIES WILL NOT BE LIABLE FOR ANY CLAIMS AND LIABILITIES OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE SOFTWARE BY YOURSELF OR BY THIRD PARTIES, WHETHER SUCH CLAIMS AND LIABILITIES ARE BASED ON ANY LEGAL OR EQUITABLE THEORY.
THE IGL ENTITIES ARE NOT LIABLE TO YOU FOR ANY AND ALL DIRECT, INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO ANY THIRD-PARTY SOFTWARE, ANY DATA ACCESSED THROUGH THE SOFTWARE, YOUR USE OR INABILITY TO USE OR ACCESS THE SOFTWARE, OR ANY DATA PROVIDED THROUGH THE SOFTWARE, WHETHER SUCH DAMAGE CLAIMS ARE BROUGHT UNDER ANY THEORY OF LAW OR EQUITY. DAMAGES EXCLUDED BY THIS CLAUSE INCLUDE, WITHOUT LIMITATION, THOSE FOR LOSS OF BUSINESS PROFITS, INJURY TO PERSON OR PROPERTY, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR PERSONAL INFORMATION. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS RESTRICTION MAY NOT APPLY TO YOU.
INFORMATION PROVIDED THROUGH THE SOFTWARE MAY BE DELAYED, INACCURATE, OR CONTAIN ERRORS OR OMISSIONS, AND THE IGL ENTITIES WILL HAVE NO LIABILITY WITH RESPECT THERETO. IGL MAY CHANGE OR DISCONTINUE ANY ASPECT OR FEATURE OF THE SOFTWARE OR THE USE OF ALL OR ANY FEATURES OR TECHNOLOGY IN THE SOFTWARE AT ANY TIME WITHOUT PRIOR NOTICE TO YOU, INCLUDING, BUT NOT LIMITED TO, CONTENT, HOURS OF AVAILABILITY.
You agree to indemnify and hold the IGL Entities harmless from any claim or demand, including reasonable legal court fees, attorneys’ and/or solicitors fees, made by any third party in connection with or arising out of your use of the Software, your violation of any terms or conditions of this EULA, your violation of applicable laws, or your violation of any rights of another person or entity.
7. Governing Law
This EULA and the relationship between you and IGL is governed by the laws of the State of Victoria, Australia without regard to its conflict of law provisions. You and IGL agree to submit to the personal and exclusive jurisdiction of the courts located within the State of Victoria, Australia and all those courts to which a rightful appeal may be made. You waive your right to claim such a jurisdiction to be an incorrect jurisdiction and/or inconvenient for purposes of hearing a dispute, dispute resolution and/or giving effect to the terms of this EULA.
8. No General Waiver; Severability
The failure of the IGL Entities to exercise or enforce any right or provision of this EULA shall not constitute a waiver of such right or provision. If any provision of this EULA is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this EULA remain in full force and effect.
9. Complete Agreement; Variation
This EULA constitutes the entire understanding and legally binding agreement between the parties respecting use of the Software, superseding all prior agreements between you and IGL. IGL may vary the terms of this EULA in its sole, and absolute discretion. No amendment to or modification of this EULA will be binding unless in writing and signed by a duly authorised representative of IGL. Your conduct, will under no circumstances, alter or modify the binding terms and nature of this EULA.
10. Surviving Provisions
Sections 2, and 4 through 9, will survive any termination of this EULA.
EFFECTIVE DATE: 24 MARCH 201