End user agreement for Report Tool for Cisco Unified Comms
END-USER LICENSE AGREEMENT FOR UPLINX SOFTWARE REPORT TOOL FOR CISCO UNIFIED COMMUNICATIONS
PLEASE READ THE FOLLOWING LEGAL AGREEMENT CAREFULLY. INSTALLATION AND USE OF THE SOFTWARE PROVIDED WITH THIS AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INSTALL AND/OR USE THIS SOFTWARE. USER'S USE OF THIS SOFTWARE IS CONDITIONAL UPON COMPLIANCE BY THE USER WITH THE TERMS OF THIS AGREEMENT.
"Agreement" refers to this electronic legal agreement.
"License" refers to the limited, non-exclusive authorisation to install and use the Software Product. This authorisation is derived from and defined only in accordance with this Agreement.
"Software Product" refers to the 'Report Tool for Cisco Unified Communications' produced by Uplinx Software, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation.
"User" or "You" refers to the individual or legal entity seeking the right to install and use the Software Product. For legal entities, "You" includes but is not limited to any entity which controls, is controlled by, or is under common control with You. For purposes of this definition, "control" means (a) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (b) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.
"Uplinx Software" means the business entity legally registered at the MLC Centre, 19-29 Martin Place, Sydney NSW 2000, Australia, as 'Uplinx Software Pty Ltd'.
"Year" means a period of 365 days.
2. LIMITED FREE VERSION (TRIAL VERSION)
Use of the limited free version of the Software Product shall be limited to evaluation purposes only. Some features of the full version are not available in the limited free version. Notwithstanding, output of the product in the limited free version cannot be bought, sold, licensed, copied, traded or otherwise used by other individuals.
3. ANNUAL RIGHT TO USE LICENSE GRANT FOR FULL VERSION
Subject to your compliance with the terms and conditions of this Agreement and payment of the applicable license fees, 'Uplinx Software' grants you the right to use one (1) non-transferable, non-exclusive, royalty-free license to install and use on one (1) machine which is identified by its Hardware key.
The license is valid for use for one (1) year from the date of initial registration of the license.
Once licensed to a particular machine, the license cannot be transferred or assigned without the explicit consent of 'Uplinx Software'.
A valid license entitles you to product fixes and upgrades within the same release train for one (1) year,
You agree to pay all license fees, taxes and relevant charges. All payments made to Uplinx are non-cancelable and non-refundable. When making a purchase from Uplinx, you must provide a method of payment which you are authorized to use. Your obligation to pay full license fees to Uplinx Software will be unconditional and not subject to abatement, setoff or defense of any kind.
In the event of an overdue amount owed by you which is not paid following ten (10) working days written notice from Uplinx Software, Uplinx Software may impose a late payment charge at the rate of one percent (1.5%) per month or 18% per annum or the maximum rate permitted by applicable law, whichever is less, from the payment due date until the date of receipt of full payment by Uplinx Software.
Any invoices or written notices issued by Uplinx Software to you, whether delivered by email or registered post, shall assist the interpretation of this part of the Agreement.
Continued usage of the full version of the Software Product by you without payment is a violation of international copyright laws. Any failure on your part to effect full payment within the agreed upon period may result in you incurring legal liability for such non-payment.
4. REVERSE ENGINEERING
You shall not copy nor allow others to copy, in whole or in part, emulate, sub-licence, distribute, sell, assign, exploit, alter, modify or adapt the Software Product, either in its limited or full version.
You shall not decompile, dissemble or reverse engineer the Software Product, nor attempt to do so either directly or through a third party.
You acknowledge that Uplinx Software is the full and sole owner of the Software Product, whether modified or in its original form. The granting of a license confers no title or ownership in the Software Product and should not be construed as a sale of any right in the Software Product.
The Software Product is protected by Australian copyright laws and international copyright treaties, as well as other intellectual property laws. You acknowledge that no title to the intellectual property in the Software is transferred to you. You further acknowledge that title and full ownership rights to the Software will remain the exclusive property of Uplinx Software.
7. WARRANTY AND LIABILITY
The Software Product is provided "as is," without warranty of any kind. Uplinx Software does not take any responsibility for any damages suffered as a result of using, modifying or distributing the Software Product.
In no event will Uplinx Software be liable for any lost revenue, profit or data, or for direct, indirect, special, consequential, incidental or punitive damages however caused and regardless of the theory of liability arising out of the use of or inability to use the Software Product, even if Uplinx has been advised of the possibility of such damages. Uplinx Software does not warrant that the Software Product is free from bugs, errors or other program limitations.
Uplinx Software is not liable for any indirect, special, incidental or consequential damages (including but not limited to: damages for loss of business, loss of profits or investments or the like), whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise. Even if Uplinx Software has been advised of the possibility of such damages, and even if a remedy set forth herein is found to have failed of its essential purpose. Uplinx Software will not be subject to liability for any bugs or damages caused by certain Software Product features.
In the event of invalidity of any provision of this agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this agreement.
9. GOVERNING LAW
This Agreement will be governed by the laws of Australia and construed in accordance with the laws of Australia. The courts of Australia shall have exclusive jurisdiction over any disputes or disagreements arising out of this Agreement.
10. SCOPE OF AGREEMENT
This Agreement supersedes any prior understanding, whether written or oral, relating to the subject matter of this license.