|
1.1. YOU MUST AGREE TO THE TERMS OF THIS AGREEMENT, IF YOU WISH TO USE THIS SOFTWARE OR IT'S DERIVATIVE WORKS (THIS INCLUDES BUT NOT LIMITED TO ANY DOWNLOAD, INSTALLING, RUNNING, USING, VIEWING SOURCE CODE, MODIFYING, COPYING). THESE ACTIONS ARE PROHIBITED IF YOU DO NOT ACCEPT THIS AGREEMENT. THEREFORE, BY USING ANY PART OF THIS SOFTWARE (OR ANY WORK BASED ON THIS SOFTWARE), YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT, AND ALL ITS TERMS AND CONDITIONS.
1.2. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS 'CFS' IS
UNWILLING TO LICENSE THE SOFTWARE TO YOU, AND YOU SHOULD DESTROY ALL COPIES YOU HOLD OF 'CFS' SOFTWARE AND DERIVATIVE WORKS IMMEDIATELY.
1.3. This software is licensed, not sold. This Agreement only gives you some rights to use the software. CFS reserves all other rights. You may use the Software only as expressly permitted in this agreement.
1.4. This Agreement may be amended only by a document writing signed by both parties.
The following words marked in bold will have specific meanings in this contract.
2.1. Agreement - Means the terms and conditions of this license agreement and any subsequent agreements which are subject to this license agreement.
2.2. CFS - CFS in this agreement refers to the Software owner; 'Complete Framing Solutions Pty Ltd ACN 144 758 207 care of PO Box 57, Campbellfield, Victoria, 3061, Australia.
2.3. Licensee - In this Agreement 'Licensee' shall mean the person to whom the license is granted.
2.4. Licensor - In this Agreement 'Licensor' shall mean 'CFS'.
2.5 Prints - means the images of original art work supplied by distributors and suppliers of that art work.
2.6 Software - Means the generally available version of the Artemis Software; and any parts thereof, available from the CFS web site or its associate web sites, together with all upgrades and enhancements provided to the Licensee.
Licensor grants Licensee a non-exclusive, non-transferable single installation license to use the Software, in accordance with clause 4 below. All copies of the Software must contain all of the original proprietary notices. This License does not entitle Licensee to receive from CFS hard-copy documentation, technical support, telephone assistance, or enhancements or updates to the Software.
You may install one instance of the Software, unmodified, onto one website for business purposes.
5.1. You shall not modify the Software in anyway.
5.2. You shall not deactivate, disable, or make unworkable, any of the limitations placed into the Software.
5.3. You shall not brand the Software as your own or declare you own copyright on the Software.
5.4. You shall not reverse engineer, disassemble, or create derivative works based on the Software.
5.5. You shall not distribute, resell, rent, lease, sublicense or otherwise supply to a third-party the Software (including but not limited to any titles, computer code, trademarks, logos, themes, skins, objects, characters, dialog, icons, artwork, animation, sounds, methods of operation, moral rights, any related documentation, incorporated into the Software).
5.6. You shall not modify, delete or obscure any copyright notices, adverts, or labels on or in the Software and in the source code of each file.
5.7. You may not imply that CFS endorses your own work or use any titles, trademarks, labels, or logos found in the Software in your own titles, products names, service names, or domain names.
5.8. You may not work around any technical limitations in the software.
5.9. You shall not modify, delete or obscure any notices of proprietary rights or any
Software identification or restrictions on or in the Software.
You undertake to;
6.1. ensure that, prior to use of the Software by your employees or agents, all such parties are notified of this license and the terms of this Agreement;
6.2. reproduce and include our copyright notice (or such other party's copyright notice as specified on the Software) on all and any copies of the Software, including any partial copies of the Software or it's derivative works;
YOUR USE OF CFS SOFTWARE MUST:
(a) NOT TARNISH THE REPUTATION AND INTEGRITY OF CFS AND YOU CANNOT USE CFS SOFTWARE IN REGARDS TO CONDONING OR PROMOTING; PORNOGRAPHY, NAZISM, TERRORISM, RELIGIOUS OR RACIAL HATRED, DEFAMATION OF AN INDIVIDUAL/ORGANISATION, PROMOTE OR PROVIDE PIRATED ARTWORK OR PRINTS, ANY ILLEGAL OR UNETHICAL ACTIVITY, OR ANYTHING CFS DEEMS AS INAPPROPRIATE.
(b) NOT RESULT IN ANY BREACH OF COPYRIGHT OR OTHER OWNERSHIP RIGHT HELD BY ANY PERSON IN RELATION TO THE PRINTS.
FAILURE TO COMPLY WITH THIS CONDITION WILL CONSTITUTE A BREACH OF CONTRACT.
The license shall remain in effect until terminated. You may terminate the license at any time by destroying all copies, modifications, or merged portions of the Software. It will also terminate if you fail to comply with any term or condition of this Agreement. You agree upon such termination to destroy the Software, any and all copies, modifications, or merged portions in any form.
All title, ownership rights and intellectual property rights in and to this Software and any and all copies thereof (including but not limited to any titles, computer code, trademarks, logos, themes, skins, objects, characters, dialog, icons, artwork, animation, sounds, methods of operation, moral rights, any related documentation, incorporated into this Software) are owned by CFS or its licensors. This Software is protected by the copyright laws of Australia, international copyright treaties and conventions and other laws. This Software may contain certain licensed materials and any CFS licensors may protect their rights in the event of any violation of this Agreement.
All title, ownership rights and intellectual property rights in and to the Prints contained within the Software are owned and held exclusively by the associated supplier, distributor and/or copyright owner of the particular Print and must not be copied, reproduced modified or distributed without the permission of the applicable supplier, distributor and/or copyright owner.
Without prejudice to any other rights, Licensor may terminate this Agreement if Licensee breaches any of its terms and conditions. Upon termination, Licensee shall destroy the Software, any and all copies, modifications, or merged portions in any form. Termination of the license due to non-compliance will not result in any refunds of license fees.
C.F.S RESERVES THE RIGHT TO CANCEL SERVICES AT ANY TIME IF IT BELIEVES THE SOFTWARE IS BEING MISUSED AND ACCOUNT HOLDERS WILL NOT BE ENTITLED TO ANY REFUND. ANY INCENTIVES OFFERED TO ACCOUNT HOLDERS WHEN OPENING THE ACCOUNT WILL ALSO BE CANCELLED. IN ADDITION SOME ACCOUNTS MAY INCUR SETUP FEES, THESE CHARGES ARE ALSO NON REFUNDABLE.
THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY LICENSEE. SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, THE LICENSEE AND NOT LICENSOR OR ITS SUPPLIERS OR RESELLERS ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE
IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF
THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THIS LICENSE (IF ANY) AND FEES FOR SUPPORT OF THE PRODUCT RECEIVED BY CFS UNDER A SEPARATE SUPPORT AGREEMENT (IF ANY).
Technical support will not be provided for third-party modifications to the Software including modifications to code. If the Software is modified using a third-party modification instruction or otherwise, technical support may be refused to any license holder.
In the event that any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications of the same are received by either Licensee or Licensor from any relevant competent authority, CFS shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or, at our discretion, such provision may be severed from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect.
This Agreement together with any documents expressly referred to in them, contain the entire License Agreement between us relating to the subject matter covered and supersede any previous Agreement, arrangements, undertakings or proposals, written or oral between us in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of this License Contract. In agreeing to this Agreement, you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been made expressly in this Agreement.
This Agreement is personal to you and you may not assign, transfer, sub-contract or otherwise part with this Agreement or any right or obligation under it without our prior signed written consent from CFS.
Failure or neglect by either party to exercise any of its rights or remedies under this Agreement will not be construed as a waiver of that party's rights nor in any way affect the validity of the whole or part of this license nor prejudice that party's right to take subsequent action.
This Agreement and all matters arising from it are governed by and construed in accordance with the laws of Victoria, Australia whose courts shall have exclusive jurisdiction over all disputes arising in connection with this Agreement and the place of performance of this Agreement is agreed by you to be Australia.
|
Home -> Terms and Conditions
