Evaluation Software License Agreement – The Software: NICTA’s Scyllarus MATLAB® toolbox
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING SOFTWARE SUPPLIED BY NICTA. BY SIGNIFYING YOUR ACCEPTANCE OF THESE TERMS IN THE COMMAND LINE, OR BY INSTALLING OR USING THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS LICENSE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE, THEN DO NOT INSTALL OR USE THE SOFTWARE.
This License Agreement is entered into between:
National ICT Australia Limited (ABN 62 102 206 173) of Level 5,13 Garden Street, Eveleigh NSW 1430, Australia (“NICTA”, herein referred to as “Licensor”)
You, (the “Licensee”).
The computer program(s) and related documentation and materials (herein collectively referred to as “the Software”) are licensed, not sold, to the Licensee for use only upon the terms of this license, and Licensor reserves any rights not expressly granted to Licensee. The following terms govern use of the Software by the Licensee.
- Licensor hereby grants you a non-exclusive, non-sub-licenseable, royalty-free license to use the Software in accordance with the terms and conditions of this Agreement. By using the Software Licensee represents and warrants that Licensee has the legal capacity to enter into this Agreement and that Licensee (if Licensee is an individual) is equal to or older than the minimum age required by Licensee’s jurisdiction to enter into contracts without parental consent.
- TERM: The Term of the License is for THREE (3) CALENDAR MONTHS, commencing upon the date of download. After the license terminates or expires, You will comply with clause 14.
- Licensee agrees that Licensor may not provide any future updates or modifications to the Software.
- Licensee acknowledges that the Software may require the use of third party libraries of code (to be obtained separately) and those libraries may be subject to separate third party license terms and conditions (“Third Party Licenses”), including so-called open source license terms. Licensee agrees to comply with those Third Party Licenses, if applicable.
- Licensee may not:
a) translate, reverse engineer, decompile, decrypt, disassemble (except to the extent applicable laws specifically prohibit such restriction), or create derivative works based on the Software;
b) Use the Software for any commercial purpose including the provision of commercial services; (For the avoidance of doubt, this license is restricted to internal, non-commercial purposes.)
c) rent, lease, transfer, assign, sub-license or otherwise transfer rights to the Software unless expressly permitted under this Agreement;
d) sell or market the Software to any third party;
e) use the Software or the Services for any unlawful purpose including but not limited to transmitting or communicating data that is harmful, disparaging, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
f) use the Software to infringe the rights of a third party, including a party’s intellectual property rights; or
g) remove any proprietary notices or labels on the Software.
- Title, ownership rights, and intellectual property rights in and to the Software and any derived works shall remain solely with Licensor.
- The content of any data or communication spread by the use of the Software is entirely the responsibility of the person from whom such content originated. The veracity or efficacy of results obtained or outcomes generated by the Licensee’s use of the Software are not warranted by the Licensor. Licensee hereby agrees that Licensee uses the Software and any results or outcomes obtained from its use at Licensee’s own risk.
- The Software may consist of pre-release research code and may not be at the level of performance or compatibility of a final, generally available product offering. The Software may not operate correctly.
- To the extent permitted by law, the Software is provided on an “AS IS” basis without warranty of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose and non-infringement. The entire risk as to the quality and performance of the Software is borne by Licensee. Should the Software prove defective, Licensee assumes the entire cost of any service and repair. This disclaimer of warranty constitutes an essential part of this Agreement.
- Except to the extent required by applicable law, Licensor shall not be under any liability (whether for breach of contract, breach of warranty or in tort, including negligence, whether arising under statute or common law) to Licensee in respect of any loss or damage (including any direct, indirect, special, incidental or consequential loss or damage) howsoever caused, arising as a result of this Agreement. In no event shall Licensor’s total liability to Licensee for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00).
- Licensee will at all times indemnify Licensor, its officers, employees, representatives, subcontractors and agents (in this clause referred to as ‘those indemnified’) from and against any loss (including legal costs and expenses on a solicitor/own client basis), or liability, reasonably incurred or suffered by any of those indemnified arising from any claim, suit, demand, action or proceeding by any person against any of those indemnified arising from Licensee’s use of the Software.
- Licensee agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Software in the same form and manner that such copyright and other proprietary notices are included on the Software including any copyright and other notices required under any Third Party Licenses. Except as expressly authorized in this Agreement, Licensee shall not make any copies or duplicates or the Software without the prior written permission of Licensor. Licensee may make such backup copies of the Software as may be necessary for Licensee’s lawful use, provided Licensee affixes to such copies all copyright, confidentiality, and proprietary notices that appear on the original.
- Licensee agrees that Licensor may request from time to time that the Licensee provide feedback to the Licensor on the Software. Licensee agrees that the Licensor owns all title, ownership rights and intellectual property rights in the feedback provided by Licensee and any derived works.
- This license will terminate automatically if Licensee breaches this Agreement. Licensor may terminate this license at any time upon written notice to the Licensee. On termination, Licensee must destroy all copies of the Software in electronic or other form, including any copies on backup tapes or other media, and, at Licensor’s request, the Licensee, to the extent practicable, shall deliver to Licensor certification that all copies of the Software have been destroyed.
- Licensee agrees that Licensor reserves the right to update and change the terms of this Agreement from time to time without any notice. Continued use of the Software after any changes shall constitute Licensee’s consent to such changes. The most current version of the terms and conditions of this Agreement can be found at: http://scyllarus.research.nicta.com.au/scyllarus-matlab-toolbox-license/
- Licensee may not assign or novate this Agreement at any time.
- This Agreement is subject to the laws of New South Wales, Australia.
- This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by and construed under the laws of the State of New South Wales, Australia. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.