End user agreement for GENP
(This file is Licence.txt on the GENP distribution.)
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PERMISSION TO USE THIS LICENSED SOFTWARE AND
DOCUMENTATION IS CONDITIONAL UPON YOU, THE LICENSEE,
AGREEING TO THE TERMS SET OUT BELOW. DO NOT INSTALL
THIS LICENSED SOFTWARE UNTIL YOU HAVE READ AND
ACCEPTED ALL OF THE TERMS OF THIS LICENCE AND WISH TO
BECOME THE LICENSEE OF THE LICENSED SOFTWARE.
ACCEPTANCE SHALL BIND YOU AND ALL YOUR EMPLOYEES TO
THE TERMS OF THIS LICENCE. YOUR INSTALLATION OF THIS
PACKAGE WILL BE DEEMED TO BE YOUR ACCEPTANCE OF THE
Definitions and Interpretations.
1. In this Agreement, unless the contrary intention appears:
"Agreement" means this Agreement for the licensing of the Licensed Software
"Delivery" means the supply by GENP of the Licensed Software to the
Licensee by any way whatsoever, including the downloading of the
Licensed Software by the Licensee from web sites approved by GENP.
"Documentation" means the operating manuals and other printed materials
which are designed to assist or supplement the understanding or
application of the Licensed Software;
"GENP" means GENP of P.O. Box 2861, Cheltenham, Victoria, 3192,
Australia. Web Site 'http://www.genp.com.au';
"Intellectual Property Rights" means copyright in the Licensed Software and
"Licence Fee" means the money paid by the Licensee to the Licensor, for the
use of the Licensed Software and the Documentation;
"Licensed Software" means the software designated as GENP consisting of a
set of instructions or statements in machine readable medium and any
enhancement, modification, update or new release of the that software
or part thereof;
"Licensee" means the Purchaser of the Licensed Software and Documentation;
"Redistributables" means the files, documentation and software programmes
either to be used by the Licensee for its own purposes, or distributed
by the Licensee for users of the software created by the Licensee, using
the Licensed Software. They are those files, documentation and
software programmes specifically designated in the Documentation as
2. GENP, subject to the payment of the Licence Fee, and to the terms of
this Agreement, grants to Licensee a non-transferable non-exclusive licence
to use the Licensed Software on one computer and Documentation.
3. The Licensee may only use the Licensed Software in accordance with
the Documentation and for the purposes permitted by this Agreement.
4. The Licensee acknowledges that the Licensed Software cannot be
guaranteed error free, and further acknowledges the existence of any such
errors does not constitute a breach of this Licence.
5. Notwithstanding Clause 4, GENP warrants that the Licensed Software
is free from defects in manufacture and that it will in all material
respects perform in accordance with the Documentation.
Term and Termination
6. This Licence commences upon payment of the Licence Fee and is
granted in perpetuity, but may be terminated in the following
(a) if the Licensee is in breach of any term of this Agreement;
(b) if the Licensee destroys the Licensed Software and Documentation for
Termination pursuant to this Clause is not affecting any rights or remedies
which GENP may have otherwise under this Licence or the law.
Ownership of Intellectual Property Rights
7. Ownership of the Licensed Software and Documentation shall always be
vested in, and remain with, GENP.
Software created by the Licensee
8. GENP does not claim Intellectual Property Rights in that part of the
Software which is created by the Licensee.
9. The Licensee shall ensure that
(a) any copy of the Licensed Software and Documentation made pursuant
to this Agreement, and
(b) any Software created by the Licensee using any part of the Licensed
bears a notice of GENP's ownership of copyright, and a notice stipulating that
the Licensed Software and Documentation contain information confidential
to GENP, and are copyrighted to GENP. The Licensee shall comply with any
directions of GENP as to the form or content of such notices.
10. If requested by GENP, the Licensee shall issue a notice in a form
approved by GENP to
(a) all employees, and
(b) other authorised users of the Licensed Software and Documentation
under its direction or control, and
(c) the persons to whom the Licensee provides its own Software
incorporating the Licensed Software,
advising such persons of the Licensee's obligations under Clause 9, and also
advising of the possible civil and criminal consequences of a breach of this
Licensee and its Customers
11. The Licensee shall not [save for the copyright notice referred to in
Clause 9] represent that its Software is that of GENP.
12. The Licensee hereby indemnifies GENP against all liability that may be
incurred by GENP if the Licensee infringe any Intellectual Property Rights of
a third person.
13. GENP shall provide the Licensee with 1 set of Documentation.
14. GENP shall deliver the Licensed Software and Documentation [when not
bought direct from a retailer] to Licensee at the address nominated by the
Licensee at the cost of Licensee after payment of the Licence fee by the
15. The Licensee will bear the costs of training of its staff to learn to use
the Licensed Software and to use the Documentation.
16. The Licensee may make one copy of the Licensed Software and
Documentation for the purpose of backup and security. The Licensee shall
acknowledge such copy as the property of GENP. The terms of this
Agreement, with the necessary modifications, apply to the copy.
17. Subject to Clause 16, Licensee shall not copy or reproduce the Licensed
Software or Documentation by any means or in any form without GENP's
prior written consent.
18. The Licensee shall not reverse assemble or reverse compile or directly or
indirectly allow or cause a third party to reverse assemble or reverse compile
the whole or any part of the Licensed Software.
Training and Back up Support
19. The Licensee acknowledges that GENP does not provide training or
backup support and Technical Assistance in the use of the Licensed Software
and the Documentation.
20. The Licensee shall be solely responsible for the maintenance and good
condition of the Licensed Software in its possession.
21. GENP does not warranty or provide any upgrades or modifications to the
Licensed Software and Documentation. If it does provide an upgrade
version, then the upgrade version or versions and the Licensed Software
supplied pursuant to this Licence Agreement form a single product which
may not be dealt with separately. The upgraded version may be used only in
accordance with this Licence Agreement, or any subsequent written Licence
22. The Licensee shall be solely responsible for the use, supervision,
management and control of the Licensed Software and Documentation.
23. The Licensee shall ensure that the Licensed Software and Documentation
are protected at all times from misuse and any form of unauthorised use.
24. GENP may at any time without notice and without the consent of
Licensee assign or transfer any of its rights under this Agreement or in
the Licensed Softwares.
Liability of GENP
25. GENP shall be under no liability to Licensee in respect of any loss or
damage (including consequential loss or damage) which may be suffered or
incurred or which may arise directly or indirectly in respect of the Licensed
Software supplied pursuant to this Agreement or in respect of a failure or
omission on the part of GENP to comply with its obligations under this
26. If any condition or warranty is implied into these terms and conditions
pursuant to any Federal or other legislation, and that legislation avoids or
prohibits provisions in the contract excluding or modifying the application
of, exercise of, or liability under such condition or warranty, the condition
and warranty shall be deemed to be included in this Agreement. However,
the liability of GENP for breach of the condition or warranty shall, if
legislation so permits be limited, in the sole discretion of GENP, to any
one or more of the following
(a) if the breach relates to goods:-
(i) the replacement of the goods, or the supply of equivalent
(ii) the repair of such goods;
(iii) the payment of the cost of replacing the goods or of
acquiring equivalent good; or
(iv) the payment of the cost of having the goods repaired;
(b) if the breach relates to services:-
(i) the supplying of the services again, or
(ii) the payment of the costs of having the services supplied
Reliance and Representations
27. The Licensee acknowledges that it has exercised its own independent
judgement in acquiring the Licensed Software and has not relied on any
representation made by GENP which has not been stated expressly in this
Agreement or upon any description or illustrations or specifications
contained in any document [including catalogues or publicity material]
produced by GENP.
28. This Agreement takes effect and is governed by and shall be construed
in accordance with the laws of the State of Victoria, Australia and each
party hereby unconditionally submits to the jurisdiction of the Courts which
have jurisdiction in that State.
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