SOFTWARE LICENCE AGREEMENT
This Agreement is
BETWEEN:
Doctor Tech Pty Ltd (ABN 81 637 065 199) (LICENSOR); and
You ("You", "Your", or "Customer") (LICENSEE)
RECITALS:
A. The Licensor owns certain computer software.
B. The Licensor has agreed to grant to the Licensee a non-exclusive licence to
use that computer software and its associated documentation on the terms
and conditions set out in this Agreement.
BY DOWNLOADING AND INSTALLING THIS SOFTWARE, YOU ACCEPT ALL TERMS AND
CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND
CONDITIONS, DO NOT DOWNLOAD OR INSTALL THIS SOFTWARE. YOU MAY ONLY UNLOCK
AND/OR USE THE SOFTWARE FOR WHICH YOU HAVE A PAID LICENCE OR FOR WHICH YOU HAVE
LEGALLY RECEIVED A TRIAL LICENCE.
OPERATIVE PROVISIONS:
1. DEFINITIONS AND INTERPRETATION
In this Agreement, unless the context indicates the contrary:
CONFIDENTIAL INFORMATION means all information provided by one party to the
other in connection with this Agreement where such information is
identified as confidential at the time of its disclosure or ought
reasonably be considered confidential based on its content, nature or the
manner of its disclosure, but excluding:
a. information that enters the public domain or is disclosed to a party
by a third party, other than through a breach of this Agreement; and
b. information developed independently by a party.
DOCUMENTATION means any and all proprietary documentation made available to
the Licensee by the Licensor for use with the Licensed Software, including
any documentation available online.
FEES means the fees calculated in accordance with Schedule 2.
FORCE MAJEURE EVENT means any event beyond the control of the relevant
party.
GST has the meaning given in A New Tax System (Goods and Services Tax) Act
1999 (Cth), or any other similar tax.
INTELLECTUAL PROPERTY RIGHTS means all intellectual property rights,
including all copyright, patents, trade marks, design rights, trade
secrets, domain names, know how and other rights of a similar nature,
whether registrable or not and whether registered or not, and any
applications for registration or rights to make such an application.
LICENSED SOFTWARE means the AIKEJI.Xero.OAuth2 software owned by the
Licensor and delivered to the Licensee by the Licensor pursuant to this
Agreement.
MORAL RIGHTS has the meaning given under the Copyright Act 1968 (Cth) and
includes any similar rights existing in other countries.
TERM means indefinitely.
PRODUCTS AND SERVICES means products and services You offer.
Unless the context requires otherwise:
a. a reference to a person includes a corporation or any other legal
entity;
b. the singular includes the plural and vice versa;
c. headings are for convenience and do not form part of this Agreement
or otherwise affect the interpretation of this Agreement;
d. the term "includes" (or any similar term) means "includes without
limitation"; and
e. a reference to any statute includes references to any subsequently
amended, consolidated or re-enacted version of that statute and all
delegated legislation or other statutory instruments made under it.
2. GRANT OF LICENCE
a. The Licensor grants to the Licensee a non-exclusive, world-wide,
non-transferable licence to use the Licensed Software and the
Documentation during the Term solely in connection with the operation of
its Products and Services, subject to and in accordance with the terms
and conditions set out in this Agreement.
b. The Licensee may permit end users of its Products and Services to use
the Licensed Software as part of the normal process of using its
Products and Services.
c. The Licensee must not:
i. use the Licensed Software for any purpose or in any manner other
than as set out in paragraph (a);
ii. use the Licensed Software in any way that could damage the
reputation of the Licensor or the goodwill or other rights
associated with the Licensed Software;
iii. permit any third party to use the Licensed Software other than as
set out in paragraph (b);
iv. permit any person to link to any page containing any part of the
Licensed Software (including via a hyperlink or RSS feed) without
the Licensor's written consent;
v. except as expressly permitted by this Agreement, and except to the
extent that applicable laws, including the Copyright Act 1968 (Cth),
prevent the Licensor restraining the Licensee from doing so:
a. reproduce, make error corrections to or otherwise modify or
adapt the Licensed Software or the Documentation or create any
derivative works based upon the Software or the Documentation;
b. de-compile, disassemble or otherwise reverse engineer the
Licensed Software or permit any third party to do so; or
vi. modify or remove any copyright or proprietary notices on the
Licensed Software or the Documentation.
3. DELIVERY AND INSTALLATION
a. The Licensor shall deliver the Licensed Software and the Documentation
to the Licensee through NuGet.org.
b. If the Licensee reasonably requests, the Licensor can assist in
installing the Licensed Software on the Licensee's computer equipment at
a time and cost agreed between the parties.
c. The Licensee must ensure that the computer equipment on which the
Licensed Software is to be installed is in good, up to date working
order and operating condition when the Licensor commences installation
of the Licensed Software.
d. The Licensee must ensure that the computer equipment on which the
Licensed Software is to be installed meets the system requirement of the
Licensed Software.
e. The Licensee must ensure that the computer equipment on which the
Licensed Software is to be installed has or is able to have software
dependency packages that is required by the Licensed Software installed.
4. INTELLECTUAL PROPERTY RIGHTS
a. Nothing in this Agreement constitutes a transfer of any Intellectual
Property Rights.
b. The Licensee:
i. acknowledges that the Licensor owns all Intellectual Property Rights
in the Licensed Software; and
ii. will not directly or indirectly do anything that would or might
invalidate or put in dispute the Licensor's title in the Licensed
Software.
c. If any person makes any claim alleging that any of the Licensed Software
(or use of any of the Licensed Software) infringes any Intellectual
Property Rights or Moral Rights of any person, the Licensee must:
i. promptly notify the Licensor in writing;
ii. not make any admissions or take any action in relation to the claim
without the Licensor's written consent;
ii. permit the Licensor control over any and all investigations,
negotiations, settlement and dispute resolution proceedings
relating to the claim; and
iv. cooperate with, assist and act at all times in accordance with the
reasonable instructions of the Licensor in relation to the claim
and any consequent investigations, negotiations, settlement and
dispute resolution proceedings.
5. PAYMENT
a. The Licensee must pay the Licensor the Fees.
b. The Licensor will invoice the Licensee for the Fees in arrears.
c. Except as otherwise provided in this Agreement, all monetary amounts
referred to in this Agreement are in USD (United States Dollars).
d. Each invoice is payable within 7 days upon receipt of the invoice. If
the Licensee has not paid an invoice in full by that date, the Licensee
must pay interest on any unpaid amount from that date until the date of
payment, to be calculated on a daily basis at a rate of 3 percentage
points over the cash rate at the Reserve Bank of Australia. (or, if that
rate ceases to exist, a comparable rate nominated by the Licensor).
6. GST
a. All amounts payable under this Agreement are expressed exclusive of GST.
b. In respect of any taxable supply, the Licensee must pay to the Licensor
an additional amount equal to the prevailing GST rate, payable at the
same time and in the same manner as the Fees, subject to the receipt by
the Licensee of a valid tax invoice.
7. AUDIT
The Licensee must permit the Licensor (or its nominated auditor) to audit
the records and premises of the Licensee at any time during the Term and
for 3 years following the end of the Term, on at least 5 days written
notice, for the purpose of confirming the Licensee's compliance with this
Agreement.
8. WARRANTIES
a. This software is provided by the Licensor "As is" and any express or
implied warranties, including, but not limited to, the implied warranties
of merchantability and fitness for a particular purpose are disclaimed.
In no event shall the Licensor be liable for any direct, indirect,
incidental, special, exemplary, or consequential damages (including, but
not limited to, procurement of substitute goods or services; loss of use,
data, or profits; or business interruption) however caused and on any
theory of liability, whether in contract, strict liability, or tort
(including negligence or otherwise) arising in any way out of the use of
this software, even if advised of the possibility of such damage.
9. LIABILITY
a. To the full extent permitted by law, the Licensor excludes all liability
in respect of loss of data, interruption of business or any
consequential or incidental damages.
b. To the full extent permitted by law, the Licensor excludes all
representations, warranties or terms (whether express or implied) other
than those expressly set out in this Agreement.
c. The Licensor's total aggregate liability for all claims relating to this
Agreement is limited to the Fees payable under this Agreement.
d. Either party's liability for any claim relating to this Agreement will
be reduced to the extent to which the other party contributed to the
damage arising from the claim.
e. This Agreement is to be read subject to any legislation which prohibits
or restricts the exclusion, restriction or modification of any implied
warranties, conditions, guarantees or obligations. If such legislation
applies, to the extent possible, the Licensor limits its liability in
respect of any claim to, at the Licensor's option:
i. in the case of goods:
a. the replacement of the goods or the supply of equivalent goods;
b. the repair of the goods;
c. the payment of the cost of replacing the goods or of acquiring
equivalent goods; or
d. the payment of having the goods repaired; and
ii. in the case of services:
a. the supply of the services again; or
b. the payment of the cost of having the services supplied again.
10. TERMINATION
A party may terminate this Agreement by written notice to the other if any
of the following events has occurred in respect of the other party:
a. a material breach of this Agreement which:
i. is not remediable; or
ii. if capable of remedy, is not remedied by the other party within
14 days of written notice;
b. an insolvency event occurs, other than an internal reconstruction
with notice to the other party.
11. CONSEQUENCES OF TERMINATION
If this Agreement is terminated or expires for any reason, then, in
addition and without prejudice to any other rights or remedies available:
a. the parties are immediately released from their obligations under
the Agreement except those obligations in clauses 8, 10, 12, and 13
and any other obligations that, by their nature, survive
termination;
b. each party retains the claims it has against the other;
c. the Licensee must immediately pay all outstanding Fees.
12. CONFIDENTIALITY
a. A party must not, without the prior written consent of the other, use or
disclose the other party's Confidential Information unless expressly
permitted by this Agreement or required to do so by law or any
regulatory authority.
b. A party may:
i. use the Confidential Information of the other party solely for the
purposes of complying with its obligations and exercising its rights
under this Agreement; and
ii. disclose the Confidential Information to its personnel or advisers
to the extent necessary for them to know the information for
purposes related to this Agreement, but only if reasonable steps
are taken to ensure that the confidentiality of the information is
retained.
c. Each party must implement and maintain effective security measures to
prevent unauthorised use and disclosure of the other party's
Confidential Information while it is in the receiving party's possession
or control.
d. Each party must return, or at the other party's option destroy, all
Confidential Information of the disclosing party in the receiving
party's possession or control, on the earlier of the Licensor's request
or on termination of this Agreement for any reason.
13. NOTICES
a. All notices must be in writing and can be given by:
i. hand delivery during normal business hours;
ii. registered post; or
iii. facsimile followed within 2 business days by one of the means
listed above.
b. A notice is deemed to be given and received:
i. if delivered in accordance with paragraph (a)(i). on the next
business day after the day of delivery;
ii. if sent in accordance with paragraph (a)(ii). 5 clear business days
after the day of posting;
iii. if sent in accordance with paragraph (a)(iii). on the next
business day after transmission.
14. GENERAL
a. The Licensee must not assign, sublicence or otherwise deal in any other
way with any of its rights under this Agreement without the prior
written consent of the Licensor.
b. Nothing contained in this Agreement creates any relationship of
partnership or agency between the parties.
c. If a provision of this Agreement is invalid or unenforceable it is to be
read down or severed to the extent necessary without affecting the
validity or enforceability of the remaining provisions.
d. Each party must at its own expense do everything reasonably necessary to
give full effect to this Agreement and the events contemplated by it.
e. This Agreement (and any documents executed in connection with it) is the
entire agreement of the parties about its subject matter and supersedes
all other representations, arrangements or agreements. Other than as
expressly set out in this Agreement, no party has relied on any
representation made by or on behalf of the other.
f. This Agreement may be amended by the Licensor from time to time.
g. A provision of or a right under this Agreement may not be waived or
varied except in writing signed by the person to be bound.
h. This Agreement may be executed in counterparts which will be taken
together to constitute one document.
i. A party will not be responsible for a failure to comply with its
obligations under this Agreement to the extent that failure is caused by
a Force Majeure Event, provided that the party keeps the other closely
informed in such circumstances and uses reasonable endeavours to rectify
the situation.
j. Without limiting any other right to terminate under this Agreement, if a
Force Majeure Event affects a party's performance under this Agreement
for more than thirty (30) consecutive days, the other party may
immediately terminate this Agreement by written notice.
k. All stamp duties and other government charges in relation to this
Agreement must be paid by the Licensee.
l. This Agreement is governed by the laws of Queensland and each party
submits to the jurisdiction of the courts of Queensland.
15. TERMS AND CONDITIONS OF SUPPORT
a. Each new licence purchased and issued comes with one year's support of
free upgrades to newer versions.
b. The licence purchased is a perpetual licence that does not expire.
However, the ability to update to newer versions ends when support
expires.
c. Support of upgrades to newer versions can be purchased at a reduced fee
on a yearly basis.
d. The AIKEJI.Xero.OAuth2 library is specifically built for Xero OAuth2.
Therefore, AIKEJI will cease supporting the library when Xero cease the
support of its OAuth2 API.
SCHEDULE 1
1. Licensed Software
This library is a .NET library that presents a simplified API for
retrieving access tokens using Xero's OAuth2 API with an integrated login
experience using an embedded browser.
SCHEDULE 2
1. Fees
$200