End user agreement for Integard Professional
General License Agreement for Integard Professional V2.0
Subject to the terms of this agreement (“Agreement”), Race River Corporation Pty Ltd ("The Licensor") grants to the Licensee a nonexclusive, non-assignable and non-transferable license to use and display the Integard Pro software ("The Software") during the subscription period only and for the propose of utilising Internet Filtering and Control to the number of end users licensed by the Licensor to receive the service and in accordance with the terms and conditions outlined in this agreement.
Licensee Compliance with this Agreement
The Licensee must make reasonable efforts to bring Relevant Usage Terms to the notice of authorised end users and to ensure that they comply with those terms. The Licensee must take immediate steps to prevent the continuation of activities which constitute a misuse of the Software and service.
Licensee hereby grants Race River the right to audit Licensee’s use of the software either remotely or on-site for the purpose of confirming the Licensee’s compliance with this Agreementand the subscription usage level. This grant includes any access to Licensee’s premises, if requested by the Licensor and during normal business hours.
Subscription to the Software
The access to the Software, including its keyword categories and all other lists has been provided to you for a limited subscription period during the term of this license. The Licensor agrees to provide you with updates to the keyword categories and all other lists in accordance with the terms of the subscription to Integard Pro. This subscription may include, without limitation, periodic updates to the keyword categories and other lists the Licensor deemed necessary to maintain Integard Pro software.
The Licensor will provide access to such updates only during the term of this license, your use of the Software, including support and access of any updates will terminate upon termination of this license.
Connection to Licensor’s Server
Your licensed software will connect to Licensor’s server for updates and upgrades from time to time without any notice. The network connectivity access to the Software is solely for the purpose of providing updates and maintaining the Software. Race River reserves the right and the Licensee hereby acknowledges that right to change and or modify the Software at any time and without notice to the Licensee.
Copying and Reverse Engineering Prohibited
Unauthorized copying of the Software, including software that has been modified, merged or included with the Software, or the written materials associated therewith is expressly forbidden.
Unauthorised reverse engineering of the Software, whether for educational, fair use, or any other reasons is expressly forbidden. For the purposes of this license the term "reverse engineering" shall apply to any and all information obtained by such methods as decompiling, decrypting, trial and error, or activity logging.
Non-Disclosure and Sub Licensing
Unauthorized disclosure of Integard Pro operational details, work and methods, list of blocked sites, and blocked keywords or phrases and any part of the software are expressly prohibited.
Licensee may not sub license, assign, lease, rent, lend or transfer this license or the Software. Any attempt to sub license, assign, lease, rent, lend or transfer any of the rights, duties or obligations under this license is void.
Termination of License
Without prejudice to Race River’s rights under this agreement:
This Agreement shall be terminated forthwith by Race River Corporation Pty Ltd if the Licensee commits any material breach of the terms of this Agreement.
This Agreement will terminate at the end of the subscription period or if the subscription has been renewed, at the end of any subsequent subscription period.
If the Licensee is in breach of this agreement, following the termination of this Agreement the Licensee shall immediately destroy or return to Race River all original and copies of the Software and the it’s documentation and remove the Software from its network.
Technical support is provided as a free service, and the acceptance of this license Agreement is not to be interpreted as an agreement by the Licensor to provide technical support (i.e. service agreement).
The Licensor shall offer free technical support for a period of one year from the date of purchase or, if the subscription has been renewed, from the date of any subsequent subscription period to the original Licensee only. The Licensor reserves the right to refuse technical support to the Licensee after one year, or for any reason. The Licensor further reserves the right to refuse technical support to any non-licensee.
The Licensor is not liable for any loss or damage, however caused, that the Licensee may suffer through the use of the licensed software.
Interruption of Service
The Licensor will use its reasonable endeavours to ensure uninterrupted access to the licensed software, but no interruption will constitute a breach of this Agreement and will not entitle the Licensee to a refund of all or part of the license fee.
Trial and Demo Versions
If you have downloaded or otherwise obtained the Software for trail and evaluation, Race River hereby grants to you, in accordance with the terms and conditions outlined in this agreement, a non-exclusive, non-assignable and non-transferable license to use the Software during the trial period as assigned by Race River. This grant is limited to one such grant per organisation unless prior and express written approval is given by the Licensor.
Trial version users agree to uninstall and destroy all files included with the Software upon expiration of the trial period or alternatively subscribe to the service by paying the applicable license and subscription fee. All other restrictions and terms of this license shall continue to apply.
The Software is provided "AS IS" without warranty of any kind, either expressed or implied, including but not limited to warranties of merchantability or fitness for a particular purpose and you are assuming the entire risk as to its quality and performance. In no event shall the Licensor be liable to you for any damages arising out of the use of the program, even if advised of the possibility of such damages.
The Licensor does not warrant, guarantee or make any representations regarding the use, or the results of use of the Software, keyword categories or any of the lists, or written materials in terms of correctness, accuracy, completeness, reliability, currentness or otherwise. The Licensor does not warrant that the Software or keyword categories or any of the lists will prevent access to offensive or obscene materials or the correctness of its reports. You assume the entire risk as to the results and performance of the Software and content category lists.
You shall indemnify the Licensor, its distributors, resellers and agents against any legal action, initiated by you or any 3rd party for any costs, direct, indirect, consequential, special, collateral, or any other type of losses or damages, loss of profit, data, privacy, access to any sites or networks connectivity, losses caused by access to any site, stoppage or impairment of work, loss of goodwill, or any other losses, costs or expenses relating to the operation of the Software.
The Licensee hereby agrees that under any circumstances whatsoever, the total liability of Race River Corporation to the Licensee or any 3rd party in respect of the Software and any of the provisions of this Agreement shall be limited to an amount less than or equal to the annual license fee paid by the original Licensee to Race River Corporation for the provision of the Software and services.
Subject to the above, all conditions, warranties, terms and undertakings expressed or implied statutory or otherwise in respect of the Software are hereby excluded, except to the extent that such disclaimers are held to be legally invalid.
The Software contains technologies which may come under the control of Australian Government, the United States Government and other International authorities export control regulations.
Licensee agrees to comply with any such regulations and will not directly or indirectly violate any local, state or federal law or regulation of the country or countries in which the Licensee uses the Software, or the export laws of any country which may regulate the import or export of the Software.
This Agreement constitutes the entire agreement between the parties in relation to the Software and/or services and supersedes all other prior arrangements between the parties. No modification or additions to this Agreement will be binding unless in writing and signed by authorised representatives of both parties.
In this agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa and words importing one gender must include all other genders. Headings are for ease of reference only and must not affect the interpretation of this agreement.
If any provision of this Agreement is ruled by a court to be invalid or unenforceable, it must not affect the validity or enforceability of any other provision or part provision of this agreement.
All notices relating to this Agreement must be in writing and delivered via normal post or facsimile to Race River Corporation and to the address provided by Licensee or the Licensee’s last know address.
Integard Pro is copyrighted by Race River Corporation Pty Ltd. Integard Pro is protected by Australian Copyright and International Trade Secret laws.
The governing law of this Agreement shall be the laws of the State of Queensland, Australia. In the event of any dispute arising out of this Agreement the parties hereby agree to submit to the jurisdiction of the courts of the State of Queensland and the Commonwealth of Australia.
BY CONTINUING WITH THIS INSTALLATION, YOU AGREE TO ALL TERMS OF THIS LICENSE. OTHERWISE PRESS CANCEL NOW.