Software License Agreement

This is a legal agreement between you and WebResource Internet Technology Pty Ltd (ACN 121 361 564), a Queensland based company, ("the Licensor") to use the in.Fuzion Content Management Software (“the Software") together with related user documentation to which this Software License Agreement ("the Agreement") refers subject to the following terms and conditions. 

License

The rights granted pursuant to this License are contingent upon the payment of the initially agreed consideration for the Software Licensing fee (“the “Fee”).  Upon payment of the Fee and acceptance of this Agreement, the Licensor grants to you a non-exclusive, royalty free, perpetual license to access one (1) copy of the specified version of the Software (“the License”).  The License does not constitute a transfer or sale of Licensor’s ownership rights in or to the Software.

The Licensed Domain

The Software resides exclusively on the Licensor’s network of hosting servers and the License will be registered to a single Domain Name (“the Licensed Domain”). The Domain Name must be agreed on between you and the Licensor prior to granting of the License.  

You must be the Registrant of the Licensed Domain and prove to the Licensor that you hold the requisite authority to use the Licensed Domain name for the purposes under which you propose to use the Software.   It is your sole responsibility to ensure that you maintain authority and retain control of the Licensed Domain for the duration of the License.  You must advise the Licensor immediately if such control has been relinquished.   The License will not be transferable from the Licensed Domain to another Domain Name.

Acceptance of the Agreement

Acceptance of this Agreement shall be deemed to have occurred once you have paid the Fee and accessed the Software.  Nothing in this Agreement will be deemed to grant you any proprietary rights to the Software or in any other work embodied in the Software or related materials supplied to you by the Licensor.

Licensed Uses and Restrictions.

This License terminates automatically if you :

  1. decompile, reverse engineer, disassemble, rent, lease, loan, distribute, or create derivative works or improvements of the Software or any portion thereof, or seek to obtain intellectual property protection on the Software or any portion thereof.
  2. use the Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the Agreement, or interfere with or disrupt the Licensor’s network of hosting servers, websites, or services connected with or accessed by the Software.
  3. attempt to sell, lease, loan, distribute, transfer or sub-license 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 Licensor's prior, express, written permission;
  4. provide or disseminate all or any part of the Software to any other person;
  5. fail to safeguard the Software and related user documentation with a reasonable degree of care, using procedures designed to protect the trade secrets and proprietary information of the Licensor;
  6. make any copies of any computer program contained in the Software or make any copies of all or any part of the user documentation, other than for your own use;
  7. lose control or authority to use the Licensed Domain;  
  8. transfer your rights under this Agreement to another person or entity without the Licensor’s prior approval or;
  9. make available through the Software any material protected by copyright, trademark or other proprietary right without the express permission of the Licensor.


Ownership and Relationship of Parties

The Software is protected by copyrights, trademarks, service marks, and/or other proprietary rights and laws. The Licensor own all rights, title, and interest in and to their applicable contributions to the Software. 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 Agreement.

This Agreement grants you no right, title, or interest in any intellectual property owned or licensed by Licensor, including (but not limited to) the Software and Licensor trademarks, and creates no relationship between you and the Licensor other than that of Licensor to licensee. All rights not granted to you are reserved by their owners.

Except as specifically permitted by this Agreement, you may not copy or make any use of the Software or any portion thereof. You may not use the Software or any variations or derivatives thereof, other than as specified in this Agreement or as permitted by applicable law, without the Licensor's prior written approval

Term and Termination

The license granted under this Agreement will continue in force until terminated, as set forth herein.  If you  fail to pay any monies due in connection with the use of the Software, the hosting of the Software or violate any term or condition of this Agreement, the Licensor or its agent may terminate this Agreement immediately by giving notice of termination to you.

You are responsible for providing valid contact information to the Licensor.  If no valid contact information is available, the Licensor is not required to give notice of termination to you.  You may also terminate this License voluntarily by giving notice of termination to the Licensor and destroying or returning to the Licensor all copies of all or any part of the Software and related user documentation in your possession or under your control.

Confidentiality

You agree to treat (and take precautions to ensure that your employees, agents or consultants whose duties reasonably require such disclosure) the Software and any related documentation as confidential in accordance with the confidentiality requirements and conditions set forth below. The parties to this Agreement will take all reasonable steps to ensure that any material or information identified by either party to be confidential ("Confidential Information"), which the other party has possession or knowledge of in connection with this Agreement, will not be disclosed to others, in whole or in part, without the prior written permission of the other party. 

Neither party will have the obligation to maintain the confidentiality of any data or information which

  1. was in the receiving party's lawful possession prior to receipt from the other party;
  2. is later lawfully obtained by the receiving party from a third party having no obligation of secrecy to the other party;
  3. is available to the public through no act or failure of the receiving party;
  4. is readily available in the public domain; or
  5. is independently developed by the receiving party. 

The receiving party will immediately return or destroy any or all Confidential Information that has been provided to it by the other party, upon the other party's request.

Software Warranty

The Licensor warrants the Software to conform to the description of its function and performance.  In the event that the Software does not perform in accordance with this warranty, the Licensor agrees to repair or fix any non-conformity free of charge up and until the Licensed Domain website has been published to the Public domain. A website shall be defined as any text, image and binary data retrieval service operating on a computer, accessible at a Domain Name, by means of a remote computer, over a public network, using the hypertext transport protocol over TCP/IP. The date of publication to the Public domain will be deemed to be the date of commencement of the warranty period.

Following the date of commencement, any issues arising or identified by you will be corrected at the Licensor’s current published design and development rates as found on the Licensor’s website from time to time.

 Software that does not perform in accordance with its description due to one or more of the following causes will not be covered by this warranty: 

  1. the code or related files are changed by anyone other than the Licensor; or
  2. custom Software developed for you and installed by anyone other than the Licensor.

Disclaimer of Warranty for the Software

Except for the express warranties set forth in this Agreement, the Licensor disclaims all implied warranties for the Software, including warranties of merchantability and fitness for a particular purpose.  The Licensor makes no representations concerning the quality of the Software and does not promise that the Software will be error free or will operate without interruption. 

Limitation of liability

In no event will the Licensor be liable for any direct, indirect, incidental, special, consequential or other damages arising out of the use of the Software by any person, regardless of whether the Licensor is informed of the possibility of damages in advance.  These limitations apply to all causes of action, including breach of contract, breach of warranty, the Licensor’s negligence, strict liability, misrepresentation and other torts. 

Ownership of Software

The Licensor has and will retain all ownership rights in the Software, including all patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill and confidential and proprietary information. You  have no rights in the Software except as explicitly stated in this Agreement.

Assignment and Delegation

You may not assign this Agreement or any rights under it and may not delegate any duties under this Agreement without the Licensor’s prior written consent.  Any attempt to assign or delegate without the Licensor’s prior written consent will be void.

Technical Support, Updates and Upgrades

No technical support is provided under this Agreement. Should you wish to retain technical support for the Software, you may subscribe to the Licensor’s Support Service pursuant to the WebResource Support Agreement in effect from time to time. The Licensor does not provide you with updates or upgrades to the Software under this License Agreement.

General

This Agreement is governed by the laws of the State of Queensland in the Commonwealth of Australia.  If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

The headings in this Agreement are inserted for convenience only and do not affect its interpretation. You may not assign this Agreement, whether by operation of law, merger or reorganization, without the prior written consent of Licensor; any attempted assignment in violation of the foregoing will be void.

The Licensor may assign this Agreement in connection with a reorganization, reincorporation, merger, or sale of all, or substantially all of the shares or assets of Licensor. This Agreement constitutes the final, complete and exclusive agreement between the parties with respect to your use of the Software and supersedes any prior or contemporaneous representations or agreements, whether written or oral.

This Agreement constitutes the entire understanding between the Licensor and you with respect to subject matter hereof.  Any change to this Agreement must be published by the Licensor.