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.
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Symaptic Propriety Licenses
Available from http://www.symaptic.org
EULA Version: 20230501
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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.
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