Full Software Licence.
LIMITED NON-EXCLUSIVE LICENCE
1 - Licence
- Pursuant to this licence, the licensee acquires a non-exclusive right to:
- use the products on a non-commercial basis for the free trial period; and
- use the products on a commercial basis, whether directly or indirectly, in their personal, employed, representative, or any other capacity, on the basis of a monthly subscription licence,
- During any period for which the licensee has purchased a commercial licence to the products
- the licensee may and ought to make a back-up copy of their own developed and/or modified application;
- entitles the licensee to all intellectual property rights in any source code or application as developed and/or modified using the products; and
- does not entitle the licensee to any licence or assignment of any intellectual property belonging to Codebots in its application excluding the intellectual property in the Codebots platform;
- Apart from the previously mentioned rights, the licensee's right to reproduce or adapt the products is limited to the extent expressly permitted by part 3 division 4A of the Copyright Act 1968 (Cth.).
- The licensee may not sell, transfer, dispose of, assign, or novate all or part of any right under this licence, any benefit derived from this licence, or any obligation under this licence.
2 - Licence fee
- The licensee is entitled to use the products on a commercial basis if and only if the licence fee has been paid in the amount and in the manner specified on the Codebots website, which are subject to change by Codebots on providing one (1) month's written notice of any such variation by Codebots.
- Codebots may offer specific features of the products free of use for a free trial period. Codebots retains the right to impose or modify the conditions upon which access to specific features are granted to the licensee, at any time.
- The commercial use of the products by the licensee in its applications is limited in number by the amount of the per application licence fee paid by the licensee.
- If on completion of the free trial period, the user does not purchase a commercial licence, Codebots may suspend the licensee's use of the products and any customer data and access may be deleted without notice.
3 - Documentation
This licence extends to any accompanying documentation. The documentation may not be copied, modified or used in any way not contemplated or expressly authorised by this agreement.
4 - Licensee's obligations
The licensee undertakes the following obligations:
- to not copy, reproduce, translate, adapt, reverse engineer, decompile, vary or modify the products without the express consent of Codebots, except as expressly authorised by this agreement or part III division 4A of the Copyright Act 1968 (Cth);
- to not use the Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this licence, including hacking into or inserting malicious code, destruction of data, including viruses, or introducing harmful data into the Codebots platform;
- to supervise and control the use of the products in accordance with the terms of this licence;
- to promptly notify Codebots if there is any disclosure or possible disclosure to any third party of any password used or usable by the licensee to access the Codebots platform;
- to authorise and license Codebots the use of its name and logos at Codebots's discretion in identifying the licensee as a customer of Codebots for promotion and marketing purposes on a non-exclusive and royalty-free basis;
- to ensure its employees, contractors and other agents who have authorised access to the products are made aware of the terms of this licence;
- to not provide or otherwise make available the products in any form to any person other than those referred to in paragraph 4(f) without the written consent of Codebots;
- to not give, lease, assign, licence, sub-licence, transfer, distribute, disclose, disseminate or publish the products in any form to any other person or attempt to do any of these acts;
- to indemnify Codebots in the event that the licensee breaches the terms of this license or causes Codebots to be subject to any legal claim by any third party, including interest and any costs incurred by Codebots in any investigation, notification, enforcement, and/or recovery action on a solicitor or contractor and own client basis; and
5 - Warranty
- The licensee acknowledges that the products cannot be guaranteed error free and further acknowledges that the existence of any such errors must not constitute a breach of this agreement.
- The licensee acknowledges that no guarantee or warranty is given by as to the:
- speed or availability of the platform on which access to the products may be made, which are in any event subject to testing and configuration changes at any time and from time to time;
- accessibility of third party services or products;
- availability and suitability of any hosting service product provided by a third party; and
- fitness of the products for any purpose other than that represented by Codebots.
- Subject to clause 5(d), Codebots will not be liable for any indirect or consequential loss or damage arising out of a breach of this agreement or arising out of the supply of a defective program.
- Nothing in this agreement excludes, restricts or modifies any condition, warranty, right or liability implied in this agreement or protected by law to the extent that such exclusion, restriction or modification would render this agreement or any provision of this agreement void, illegal or unenforceable. Subject to the previously mentioned exclusion, restriction and modification, any condition, warranty, right or liability which would otherwise be implied in this agreement or protected by law is excluded.
- The licensee acknowledges that:
- at no time prior to entering into this agreement has it relied on any representation by Codebots regarding the products which the licensee has not been able to verify, or had the opportunity to verify, independently;
- prior to entering into the monthly subscription licence for commercial use, it has been given a reasonable opportunity:
- to satisfy itself that the products corresponds with any representation made by Codebots; and
- to examine the product for any apparent defects,
- The application of the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention) to this agreement (by virtue of any law relevant to this agreement) is excluded.
- Pursuant to section 64A of the Australian Consumer Law:
- this sub-clause applies in respect of any of the goods or services supplied under this agreement which are not of a kind ordinarily acquired for personal, domestic or household use or consumption, provided that this sub-clause will not apply if the licensee establishes that reliance on it would not be fair and reasonable; and
- Codebots's liability for breach of a guarantee conferred by the Australian Consumer Law other than those conferred by sections 51-53 of that law, or on any other ground, cause, or basis, is limited:
- in the case of goods, to any one of the following as determined by Codebots, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods or the payment of the cost of having the goods repaired; and
- in the case of services, to any one of the following as determined by Codebots, the supplying of the services again or the payment of the cost of having the services supplied again.
- The licensee acknowledges and agrees that it is the licensee's own responsibility to ensure that they keep a copy of any source code, application, or any product developed and/or modified using the Codebots platform.
6 - Copyright and trade marks
- The licensee acknowledges that the products and documentation are the subject of copyright. The licensee will not during or any time after the expiry or termination of this licence permit any act which infringes that copyright and, without limiting the generality of the previously mentioned copyright, the licensee specifically acknowledges that it may not copy the products except as otherwise expressly authorised or acknowledged by this agreement.
- The licensee must not during or at any time after the expiry or termination of this licence permit any act which infringes the supplier's trade marks used in connection with the products.
- Codebots reserves the right to change, replace, or remove any domain name hosted by Codebots that it becomes aware to be in breach of any intellectual property or registered trade mark or business name of a third party.
- The licensee will indemnify Codebots fully against all liabilities, costs and expenses which Codebots may incur to a third party as a result of the licensee's breach of the copyright provisions of this licence.
7 - Term of licence
- The non-commercial trial licence commences upon the licensee's acceptance of these terms and conditions and ends automatically on conclusion of the free trial period unless a commercial licence is purchased by the licensee.
- The minimum term of the commercial use of the products under this licence is one (1) month, after which it would continue automatically until terminated in accordance with this clause 7.
- This licence may be terminated by Codebots with immediate effect in the following circumstances:
- if the licensee is in breach of any term of this agreement;
- if the licensee, being an individual, is or becomes an undischarged bankrupt; or, being a corporation, becomes the subject of insolvency proceedings;
- if the licensee, being a firm or partnership, is dissolved or, being a corporation, is or becomes deregistered; or
- if the licensee destroys the products and documentation for any reason.
- Either party may terminate this licence by six (6) months' written notice.
- Upon termination under clause 7(a) or 7(c), the licensee or its representative will destroy any remaining copies of the products and documentation or otherwise return or dispose of such material in the manner directed by Codebots.
- Termination pursuant to this clause will not affect any rights or remedies which Codebots may have otherwise under this licence or at law.
- If the licensee seeks to edit, adapt, or re-use an app previously developed or revised with the use of the products during the term of a commercial licence that has since lapsed or terminated:
- Codebots may charge a reconnection fee as specified on the website; and
- require the licensee to acquire a new commercial licence to the products.
- The licensee acknowledges ownership of an application they build on Codebots cannot be transferred without prior consent from Codebots.
- Codebots may revise the terms of this licence except clause 2(a) at any time by posting current versions of this licence on its website after reasonable endeavours being made to notify the licensee of such revisions by email.
8 - Waiver
Failure or neglect by either party to enforce at any time any of the provisions of this agreement will not be construed or deemed to be a waiver of that party's rights under this licence.
9 - Governing law
This licence will be governed by and construed according to the law of the Queensland, Australia.