Permission to use any software, source code, object code, and/or any other material (the products) provided by Codebots is conditional upon you (the licensee), agreeing to the terms set out below. The products are only offered to you on condition that you read and accept all the terms of this licence and wish to become a licensee of the products. Acceptance will bind you and all of your employees, contractors, agents, and servants to the terms of the licence. By clicking "I Accept", you will be deemed to have accepted the following terms. If you do not wish to accept the terms, you must not click "I Accept" and you may not access, download, or use the products.
1 - Licence
Pursuant to this licence, the licensee acquires a non-exclusive right to:
use the products on a non-commercial basis; and
use the products on a commercial basis for themselves by on the basis of a monthly subscription licence, subject to the terms and conditions set out below.
The licensee may make a back-up copy of the products for security purposes. 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).
2 - Licence fee
The licensee is entitled to try the product on a non-commercial basis at no charge for 30 days from the time of sign-up.
The licensee is entitled to use the products on a commercial basis if and only if the licence fee has been paid in the manner specified on the Codebots website.
Codebots reserves the right to review the fees associated with the use of its product. The licensee will be provided with 30 days notice of a fee variation.
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 agreement, including hacking into or inserting malicious code, destruction of data, including viruses, or harmful data, into the Platform and the data;
to supervise and control the use of the products in accordance with the terms of this licence;
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(c) 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; and
to indemnify Codebots in the event that the licensee breaches the terms of this licence, 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.
to protect its password and not disclose to third parties, and notify Codebots if they become aware of any breach;
to only use third party facilities in conjunction with Codebots if they have fully read and agreed to the relevant third party terms and conditions;
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 there is no guarantee as to the speed or availability of Codebots. Availability is subject to testing and configuration changes.
The licensee acknowledges that Codebots is not responsible for the accessibility or availability of any third party services or products used in conjunction with Codebots;
Subject to clause 5(e), 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 program for any apparent defects, and that it has availed itself of that opportunity.
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
liability for breach of a guarantee conferred by the Australian Consumer Law other than those conferred by sections 51-53 of that law, 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.
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 that breaches copyright or trademark 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 trial licence commences upon the licensee's acceptance of these terms and conditions. The licence will continue beyond the trial period upon commencement of payment of the monthly subscription licence fee.
This licence may be terminated in the following circumstances:
if the licensee is in breach of any term of this agreement;
if the licensee, being a corporation, becomes the subject of insolvency proceedings;
if the licensee, being a firm or partnership, is dissolved; or
if the licensee destroys the products and documentation for any reason.
Upon termination, 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 application on Codebots that has been previously in production on a commercial licence (but has since been terminated) then they must contact Codebots to pay a reconnect fee to resume commercial use of the application.
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.