|
|
|
APT Methodology License Terms And Conditions
Use of The APT Methodology and APT is subject to the Terms and Conditions of
this license.You accept the Terms and Conditions of of this license, on your own behalf
and on behalf of your business or company, if applicable, when you select the "I
accept" button on this license agreement prior to accessing APT Online or by breaking the seal on the APT Methodology Printed Edition.
These are the current Terms and Conditions of Use for APT and the
APT Methodology. They supersede any other Terms and Conditions of
Use you may have received to date.
The parties to this license are APT SYSTEMS (ACN 081 233 212) of PO Box 528, North Perth, Western Australia 6006 ("Licensor") and you
("Licensee").
Whereas: the Licensor owns licenses, copyright and other intellectual property rights
associated with the APT Methodology and the Licensee wishes to use the APT Methodology
subject to the terms and conditions of this license,
NOW THE PARTIES AGREE as follows:
1. GRANT OF LICENCE
1.1 In consideration for the payment of the Annual License Fee, the Licensor hereby
grants to the Licensee a license to use the APT Methodology such that the Licensee may:
(a) use the APT Methodology and any associated software ("APT Software")
within the Licensee's organization as intended by the APT Methodology documentation, but
only within the Licensee's organization;
(b) make copies of the material within the APT Methodology, but only as intended by the
APT Methodology and only for use within the Licensee's organization;
1.2 APT Software may not be used except in accordance with the following provisions:
(a) APT Software licenses are based on the number of primary users of the product.
Primary users are defined as those people who are expected to use the product as part of
their regular jobs. This includes job functions such as Project Leader, Project Manager,
Development Manager, Maintenance Manager, Business Analyst, Systems Analyst, etc.
Occasional access by other users is permitted where the proper number of primary users are
licensed.
(b) The purchase order and/or invoice indicates the number of primary users licensed to
use the APT Software.
1.3 The Licensee may not without the express written permission of the Licensor:
(a) download, copy or reproduce the APT Methodology in any way, shape or form, except
as envisaged by the APT Methodology itself;
(b) describe verbally or in writing the APT Methodology to a third party that is not
licensed to use the APT Methodology,
(c) manufacture any product or process that is similar to the APT Methodology;
(d) implement or use the APT Methodology within a third party's organization without
that third party organization obtaining an additional license;
(e) make any copies of the installation disks, Program manual(s) or any written
material provided with the package other than as provided above;
(f) loan, rent, lease, or transfer the APT Methodology material, programs or the disks
containing the program to a third party except as part of a transfer or other use
expressly permitted by this License;
(g) reverse engineer, decompile or disassemble any APT Methodology programs or any part
thereof;
(h) transfer this License to a third party unless the Licensee first receives the
written consent of the Licensor and the third party signs a license in the same terms as
this license; or
(i) carry on or be concerned or interested in any business (whether alone; or jointly
with or as a director, consultant, manager, servant, agent, or partner of any person,
firm, or corporation; or with their respective employees, servants, or agents; or as the
trustee or beneficiary of any trust; or otherwise by any means whatsoever) that does any
of the things specified in paragraphs 1.3(a) to (h) inclusive.
2. APT METHODOLOGY IS CONFIDENTIAL
2.1 The Licensee agrees that:
(a) the APT Methodology is confidential information and is given and received in strict
confidence;
(b) in all respects the APT Methodology remains the confidential information of the
Licensor;
(c) it shall keep totally confidential the APT Methodology; and
(d) as between the Licensor and the Licensee, the Licensor has, by virtue of this
license, the equivalent rights that it would have had if the APT Methodology had been
validly patented throughout the world. In respect of relevant dates and times, the
effective date of patenting and registration is the date this license is entered.
2.2 Those part of the APT Methodology which the Licensee can prove by contemporaneous
written documentation was already known to it at the time of disclosure are not covered by
clause 2.1 above, but if the Licensee wishes to claim that it was in possession of such
knowledge, it must produce contemporaneous written documentation within 30 days of
entering this license and in the event that no such proof is delivered within that period
then the information shall be deemed to not have been known to the Licensee and the
Licensee shall, with respect to such information, be bound by the terms of this license.
2.3 The parties acknowledge that the value of the Confidential Information is such that
an award of damages or an account of profits may not be sufficient compensation for breach
of this license. The Licensee acknowledges that the Licensor may seek and obtain an ex
parte interlocutory injunction or final injunction to restrain the Licensee and any of its
employees from breaching or threatening to breach this license.
3. WARRANTIES
3.1 The Licensor hereby represents, warrants and undertakes to the Licensee that:-
(a) it shall provide the Licensee with access to any updates to the APT Methodology
that are produced by the Licensor during the term of this license;
(b) the Licensor has full right and title to grant this license and neither the
entering of this license nor the performance by the Licensor of its obligations will cause
it to be in breach of any license to which it is a party or is subject;
(c) the use by the Licensee of the APT Methodology shall not infringe any copyright,
trade mark, registered design, or similar or other intellectual property rights of any
third party, nor give rise to payment by the Licensee of any royalty to any third party or
to any liability to pay compensation to a third party.
3.2 The Licensee acknowledges that no promise, representation or warranty or
undertaking has been made or given by the Licensor, or any person or company on its
behalf, in relation to the profitability of, or any other consequences or benefits to be
obtained from the delivery or use of the Program or any accompanying manuals, and written
materials.
3.3 Subject to clause 3.2, the Licensee has relied upon its own skill and judgment in
deciding to acquire the APT Methodology.
3.4 The Licensor cannot and does not warrant that the APT Methodology is totally error
free or that the APT Methodology programs may not, in some circumstances, fail to
function. If the APT Methodology contains errors or the APT Methodology programs fail to
function, the Licensor will endeavor to remedy the defects in subsequent upgrades.
3.5 To the full extent permitted by the Commonwealth, State, Territory or other law or
laws applicable to this License, any conditions or warranties imposed by such laws are
hereby excluded. Insofar as liability under or pursuant to any legislation, whether of
Commonwealth, State, Territory or other government, may not be excluded, such liability is
limited to replacement of the APT Methodology or correction of the defects in the APT
Methodology material, at the exclusive option of the Licensor.
3.6 Except to the extent provided above, under no circumstances shall the Licensor or
any agent, related company or related person be liable for any loss, damage or injury
(including without limitation any loss of profit, indirect, consequential or incidental
loss, damage or injury) arising from the supply or use of the APT Methodology programs and
any accompanying materials or any failure by the Licensor or any related company to
perform any obligation or observe any terms of this license.
4. TERMINATION
4.1 This license shall immediately terminate upon the happening of any of the following
events:
(a) if default is made by the Licensee in payment of the License Fee referred to in
Clause 1.1 or the Licensee contravenes any provision of Clause 1.2 or Clause 2; or
(b) if default is made by the Licensee in the performance or observance of any other
provision of this License and, where such default is capable of remedy, such default is
not remedied within seven (7) days after notice specifying such default and requiring the
Licensee to remedy the same has been given by the Licensor to the Licensee.
4.2 Upon termination the Licensee shall forthwith remove all copies of the APT
Methodology material from any hard disk upon which it has been installed and shall return
to the Licensor all APT Methodology material supplied to the Licensee by the Licensor.
5. GENERAL
5.1 This License embodies all the terms binding between the parties and replaces all
previous representations or proposals not embodied herein and is governed by the laws of
Western Australia.
5.2 If any provision of this License is held by a court to be unlawful, invalid,
unenforceable or in conflict with any rule of law, statute, ordinance or regulation the
validity and enforceability of the remaining provisions shall not be affected.
|
