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Do not use webshade until you have read and accepted all the terms of this agreement. If you do not agree to the terms and conditions of this agreement, do not acquire, download or Use the software.
This End User Software Licence Agreement (the Agreement) refers to the WebShadeT software. WebShade Pty Ltd ("WebShade") permits use of the Software in accordance with the terms of this Agreement only. This Agreement should also be read in conjunction with the WebShade Intellectual Property Statement, and Product Release Notes.
1 DEFINITIONS
Administrator means the person within the Customer's organisation responsible for establishing the password for the Software and supervising the control and Use of the Software or where the Customer is an individual, the Customer. .
Annual Software Fee means the fee payable to WebShade on or before the Licence Anniversary Date to renew the Licence for a further year.
Customer means the entity or the individual acquiring the Licence.
Documentation means all documents provided by WebShade to the User that describe the Software or the purpose of the Software.
Licence means the permission granted by WebShade for Use of the Software upon payment of a Licence Fee.
Licence Anniversary Date means the date 12 months after the Licence is issued or reissued.
Licence Fee has the meaning given to it in the Schedule as updated from time to time in accordance with the Pricing Policy.
Reference Data means all data stored in electronic format within the Software required for the Software to operate as designed including climatic, latitude/longitude and sun angle related data.
Software means all files and their content that WebShade provides to the User as an electronic download.
Use means to access, install, download or otherwise benefit from using the Software
User means any person who is authorised to Use the Software.
2 TERMS OF AGREEMENT
2.1 GENERAL TERMS
- Acceptance of Terms. The Administrator accepts the terms of this Agreement on his/her own behalf and on behalf of the Customer in accordance with the terms of the Licence.
- Use. WebShade owns all the intellectual property rights in the Software. The Software is licensed, not sold. Subject to compliance with the terms of this Agreement and payment of the Licence Fee, WebShade grants a licence to use the Software as per the entitlement set out in the Schedule.
- Term. The term of the licence is for 12 months from the date that the Licence is issued to the Customer. This term may be extended in yearly increments by payment of the Annual Software Fee on or before the Licence Anniversary Date.
- Training. WebShade has no obligation to install, set up or provide any training with respect to the Software.
- Reference Data. WebShade does not guarantee the accuracy of the Reference Data which may be altered, substituted or modified by WebShade.
- Technical Support. WebShade will provide telephone and email support to Users during business hours Sydney Time for the term of the Licence.
- Upgrades. At its discretion, WebShade may provide upgrades of Software, Documentation and/or Reference Data.
- Errors. WebShade does not warrant that Use of the Software will be uninterrupted or error free or that any errors in the Software will be remedied.
- Additional Acquisitions. Installations and Shade Audits additional to Licence Entitlements may be acquired from WebShade at an amount determined by WebShade at the date of each acquisition.
- Taxes. Licence Fees do not include any taxes which may be payable on the supply of the Software, including, without limitation, GST.
- Copyright Infringement. WebShade warrants that the Software does not infringe any copyright of any third party currently known to WebShade to exist.
- Liability. Customers must hold WebShade harmless from all liabilities, losses, actions, damages, or claims including all expenses, costs, and legal fees resulting from the use of the Software.
- Third Parties. WebShade relies upon third party suppliers in the manufacture of the Software and does not guarantee the workings of any third party products.
- Governing Law. This Agreement is governed by the laws of the State of New South Wales, Australia.
2.2 ADMINISTRATORS YOU MUST:
- Password. Maintain the password to the Software and ensure that it is only distributed to persons within your organization authorized to Use the Software.
- Use. Supervise and control Use of the Software to ensure that any Use is in accordance with the terms of this Licence and is in accordance with the Documentation.
- Licence. Ensure that all Users are made aware of the terms of this Licence.
- Circumventing Payment. Ensure that Users of the Software do not use any means, including sharing login names and passwords, for the purposes of circumventing the payment of Licence Fees.
- User terms. As you are a User as well as an Administrator, in addition to these terms, you must abide by the User terms provided below.
Privacy. WebShade may ask you to provide details including your name, e-mail address, work address and work telephone number in order to set up a WebShade account and for no other purpose.
2.3 USERS YOU MUST:
- Password. Maintain the password to the Software not distribute it to any other person.
- Use. Use the Software in accordance with the terms of this Licence and in accordance with the Documentation.
- Licence. Read and understand the terms of this Licence.
- Circumventing Payment. Not use any means, including sharing login names and passwords, for the purposes of circumventing the payment of Licence Fees.
- Modification. Ensure that the Software is not modified in any way to alter it from its intended use or decompiled to derive the source code from which the Software was originally created.
- Removal of Software. Remove the Software from all computers which are to be transferred from your direct control prior to any such transfer.
- Backup. Make backup or archival copies of the Software, Documentation and Reference Data only as is necessary for security and backup purpose.
Privacy. WebShade may ask you to provide details including your name to Webshade. This information will be used to track the installations of the Software and for no other purpose.
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