This licence agreement covers the following products: * Symaptic Web and Mobile Package * Documentation related to the above products The above are collectively referred to as the "Products". The Products include several pieces of software and or databases. Each piece of software and/or database has it's own licensing requirements and all must be agreed to. =============================================================================== Symaptic Propriety Licenses Available from http://www.symaptic.org EULA Version: 20230501 =============================================================================== END USER LICENCE AGREEMENT (EULA) The accompanying executable code version and/or databases of the Products are made available to you under the terms of the End User Software Licence Agreement (the “Agreement”). IMPORTANT -- read carefully before installing or using this product (defined below): this is a legal agreement between you and Symaptic Pty Ltd (“Symaptic”) covering your use of the product that you have acquired. You acknowledge upon installation of this product that you have reviewed and agreed to all of the terms and conditions set forth in this document. If you do not agree with these terms and conditions, do not install or use the product. If you have already installed this product and do not agree to these terms and conditions, please uninstall the product and immediately discontinue its use. You agree that your use of the product acknowledges that you have read this license, understand it, and agree to comply with its terms and conditions. Licence Category definition: the Products may be licensed under the following categories: (i) Academic Student, (ii) Academic Staff, (iii) Commercial Trial, (iv) Commercial, (v) Young Professional, or (vi) Non-Production Trial. Academic Student category definition: The Products are not to be used for commercial activities. Allowed use is for research and academic purposes only. The Licence Holder (the individual to which the licence is issued) must be a student at a recognised educational institute. Symaptic will determine which institutes may be recognised as an educational institute. Academic Staff category definition: The Products are not to be used for commercial activities. Allowed use is for research and academic purposes only. The Licence Holder (the individual to which the licence is issued) must be a staff member at a recognised educational institute. Symaptic will determine which institutes may be recognised as an educational institute. Commercial Trial category definition: The Products may be used for commercial purposes for the evaluation of the software. In the event that a Commercial category licence is not purchased at the completion of the Term (see Section 8 below for definition of the Term), any data or records created using the Products must be completely destroyed within 3 days of the expiry of the Term or earlier. Commercial category definition: The Products may be used for commercial purposes. Young Professional category definition: The licence holder must previously been all of (1) an Academic Student category licence holder,(2) still a student or graduated within the past 6 months, and (3) has not previously held a Young Professional category licence. The Products may be used for commercial purposes. Non-Production Trial category definition: The Products are not to be used for commercial activities except for testing purposes only in non-production environments. Any data or records produced by the Products while being used in the Non-Production Trial category must not be used or transferred to production environments regardless of whether such use or transfer occurs using the Products or other methods. Use for research and academic purposes is allowed under this category. 1. License Grant. Subject to Section 3, Symaptic grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable, license to Use the executable code version of the Products. For the purposes of this Agreement, “Use” shall mean accessing, installing, downloading, copying or otherwise benefiting from the functionality of the Product and any documentation. This Agreement will also govern any software upgrades provided by Symaptic that replace and/or supplement the original Product, unless such upgrades are accompanied by a separate license, in which case the terms of that license will govern. 2. Termination. If you breach this Agreement your right to use the Products will terminate immediately and without notice, but all provisions of this Agreement except for the License Grant set forth in Section 1 above will survive termination and continue in effect. Upon termination, you must destroy all copies of the Product, except as otherwise permitted under Section 3. 3. Proprietary Rights. (a) The Products (consisting of OpenSource Libraries) is available in source code form under the terms of various open source licenses (collectively, the “Open Source Licenses") found in the licences listed at https://www.symaptic.org/licence/. The source code will be made available for the required open source components upon request from Symaptic. Nothing in this Agreement will be construed to limit any rights granted under the Open Source Licenses and the terms of those Open Source Licenses take precedence over any conflicting terms herein with respect to the Products. The Products may contain additional software from Symaptic or third parties. Use of the Products is subject to those license agreements. Copies of those license agreements can be found below or provided upon request. By installing and using the Products, you agree to be bound by the terms of those license agreements. Subject to the foregoing, Symaptic, for itself and on behalf of any third party licensors, hereby reserves all intellectual property rights in the Product, except for the rights expressly granted in this Agreement. You may not remove or alter any trademark, logo, copyright or other proprietary notice in or on the Product. This license does not grant you any right to use the trademarks, service marks or logos of Symaptic or any third party licensors. 4. Disclaimer of Warranty. you understand and agree that Symaptic makes no representations or warranties with respect to the product, which is provided “as is” and “as available.” to the fullest extent permissible pursuant to applicable law, Symaptic disclaims all warranties, express or implied, including any warranties of title, non-infringement, merchantability, fitness for a particular purpose, availability, accuracy, completeness, security, compatability, reliability, or otherwise, with respect to the product and any software to which it is linked, and the use or the results of the use of any content obtained through the product. Symaptic does not warrant that the product or any content will be error-free, that defects will be corrected, or that the product is free of viruses, worms or other potentially damaging computer programs or files. you expressly agree that the entire risk as to your use of the product is assumed solely by you. moreover, you assume the entire cost of all necessary servicing, repair or correction. 5. Limitation of Liability. To the maximum extent permitted by law, in no event shall Symaptic or its distributors, directors, licensors, contributors and agents (collectively, the "Symaptic parties") be liable to you for any indirect, incidental, special, punitive, or consequential damages whatsoever, or lost profits, cost of cover, loss of data, disclosure of data, interruption of business, resulting from this agreement, the product, actions regarding your content, or actions regarding third parties, regardless of the theory of liability, including express contract, implied contract, tort, negligence, strict liability, warranty, or misrepresentation, and whether or not Symaptic or an Symaptic party is advised of the possibility of such damages. To the maximum extent permitted by law, Symaptic's and the Symaptic parties' total liability to you will be limited to the amounts you have paid Symaptic for the product. Because some jurisdictions do not allow the exclusion or limitation of certain types of damages, the liability of Symaptic and the Symaptic parties shall be limited to the fullest extent permitted by law. 6. Indemnification. You agree to defend, indemnify, and hold harmless Symaptic and the Symaptic Parties from and against any and all claims, damages, losses, liabilities, expenses, and costs (including reasonable attorneys' fees and court costs), relating to or resulting from any violation of this Agreement by You. You agree to use your best efforts to cooperate with Symaptic and/or the Symaptic Parties in connection with any such claim. Notwithstanding the foregoing, Symaptic and the Symaptic Parties reserve the right, at their own expense, to employ separate counsel and/or assume the exclusive defence and control of any matter otherwise subject to indemnification by You. 7. Licence jurisdiction. This Licence is subject to the laws of the State Of Victoria in Australia and the exclusive jurisdiction of the courts of that state. 8. Term. The term is defined by the Start and End dates as shown in the Licence Key or shall begin retrospectively (if applicable) at the earliest of any of the following: (i) acceptance of terms, (ii) installation of the product, (iii) Intention to purchase (provision of Purchase Order), or (iv) receipt of payment. 9. Renewal. Approximately ninety (90) days prior to the expiration date of any coverage period, Symaptic will summit to Customer a renewal quote that includes pricing for the upcoming period. If agreement is not entered into based upon renewal Quote, Symaptic, after the preceding period shall be entitled to discontinue the service for the affected covered Products, including access to software support, and / or ability of customer to log or check support requests. Unlicensed Trial versions (any copy without a subscribed License Key) are exempt from services of software support and logging of support requests. Unlicensed Trial versions are subject to the Non-Production Trial category conditions depending on whether the use of the Products are for academic or commercial purposes. 10. Open Source Undertaking. Notwithstanding Section 6, if a third party makes a claim against You that Your use of the Product as provided in this Agreement infringes its intellectual property rights, Symaptic, at its sole cost and expense, will defend You against the claim and indemnify you from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by Symaptic up to the amounts you have paid Symaptic for the Product, if you (i) notify Symaptic promptly in writing, not later than 30 days after you receive notice of the claim (or sooner if required by applicable law); (ii) give Symaptic sole control of the defence and any settlement negotiations; and (iii) give Symaptic the information, authority, and assistance it needs to defend against or settle the claim. If Symaptic believes or it is determined that the Product may have violated a third party’s intellectual property rights, Symaptic may choose to either modify the Product to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, Symaptic may end the license for, and require return of, the Product and refund any fees you may have paid for it. Symaptic will not indemnify you if you alter the Product or use it outside the scope of use identified in the Product’s user documentation or if you use a version of the Product which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Product. Symaptic will not indemnify you to the extent that an infringement claim is based upon any material not furnished by Symaptic. Symaptic will not indemnify you to the extent that an infringement claim is based upon the combination of the Product with any products or services not provided by Symaptic. Symaptic will not indemnify you for infringement caused by your actions against any third party if the Product as delivered to you and used in accordance with the terms of this Agreement would not otherwise infringe any third party intellectual property rights. This section provides your exclusive remedy for any infringement claims or damages. 11. Miscellaneous. (a) This Agreement constitutes the entire agreement between Symaptic and you concerning the subject matter hereof, and it may only be modified by a written amendment signed by an authorized executive of Symaptic. (b) Except to the extent applicable law, if any, provides otherwise, this Agreement will be governed by the laws of the State of Victoria, Australia excluding its conflict of law provisions. (c) Any claim or dispute between You and Symaptic that arises in whole or in part from the Product shall be finally resolved through an arbitration administered by the Institute of Arbitrators and Mediators Australia, in which any claimant party must participate in its individual capacity, rather than as a plaintiff or class member in a class or representative proceeding. Judgement upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The arbitration will be conducted in the English language in Victoria, Australia, in accordance with the Victorian Arbitration Act, but any party to such an arbitration may elect to participate by telephone. Any action to resolve a dispute arising out of or related to this Agreement must be commenced within one year after the date of the event giving rise to the claim and will be subject to limited discovery. Otherwise, such causes of actions are permanently barred. (d) This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. (e) If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. (f) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. (g) Except as required by law, the controlling language of this Agreement is English. (h) You may not assign your rights under this Agreement to any party without the express written consent of Symaptic; Symaptic may assign its rights under this Agreement without condition. (i) You agree that you shall only use the Product in a manner that complies with all applicable laws in the jurisdictions in which you use the Product. (j) This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.