Use of DEME (including the source code of this software) (‘the Software’) is conditional upon you agreeing to the terms set out below.
Do not click on the ‘accept’ button at the end of this document and download the software until you have read and accepted the terms of this agreement with The University of Queensland (‘UQ’). Your clicking on the ‘accept’ button and downloading the software indicates your acceptance of the terms of this agreement.
If you do not agree to the terms of this agreement, click the ‘do not accept’ button at the end of this document and do not download or use the Software.
In consideration of, among other things, the mutual promises contained in this agreement:
1. LICENCE
(a) Subject to clause 1(b) UQ grants you a non-exclusive, non-transferable, revocable licence on the terms of this agreement to exercise any copyright owned by UQ in the Software and the Licensed Materials to the extent necessary to:
(i) install and run the Software on your computers for non-commercial purposes;
(ii) modify and compile the source code in the Software to create derivatives of the Software for use by you on your computers for non-commercial purposes;
(iii) view any documentation provided by UQ in connection with the Software on your computers; and
(iv) make copies of the Licensed Materials for backup purposes.
The Software and documentation in (i) and (ii) are known as ‘Licensed Materials’ in this agreement.
(b) For clarity, the derivatives created under clause 1(a)(ii) must not be distributed to or used by any third party and must not be incorporated into any other software product.
(c) The licence granted under clause 1(a) is subject to any additional usage restrictions notified to you in writing by UQ.
(d) You must not use the Licensed Materials other than as expressly permitted under clause 1(a) or the Copyright Act 1968.
(e) You acknowledge and agree that other than the licence granted under clause 1(a) nothing in this agreement is intended to give you any intellectual property rights or other rights in any trade marks, know-how, business names, software or other material of UQ.
2. YOUR OBLIGATIONS
You must:
(a) ensure that the Licensed Materials are not accessed or used by any third party;
(b) immediately notify UQ in writing upon becoming aware of a claim or threatened claim that use of the Licensed Materials by you infringes the intellectual property of a third party;
(c) give UQ the option to conduct the defence of any such claim; and
(d) provide UQ with such assistance and information that is reasonably requested by UQ in relation to such claim.
3. NOT ERROR FREE
(a) You acknowledge and agree that the Licensed Materials are not error free, and that they may contain errors that cause them to malfunction or not operate in the manner you may expect or as otherwise documented.
4. LIMITED LIABILITY
(a) Subject to clause 4(b) UQ is not liable for any loss or damage, however caused (including, but not limited to, by the negligence of UQ), suffered by you in connection with this agreement.
(b) If the Trade Practices Act 1974 or any other legislation implies a condition or warranty into this agreement in respect of goods or services supplied, and UQ’s liability for breach of that condition or warranty may not be excluded but may be limited, clause 4(a) does not apply to that liability and instead UQ’s liability for such breach is limited to, in the case of a supply of goods, UQ replacing the goods or supplying equivalent goods or repairing the goods, or in the case of a supply of services, UQ supplying the services again or paying the cost of having the services supplied again.
5. CONFIDENTIALITY
(a) You must keep confidential and not use or disclose our confidential information or the terms of this agreement.
(b) The obligations of confidence in clause 5(a):
(i) extends to confidential information provided to or obtained by you before entering into this agreement; and
(ii) does not apply to information which is in the public domain, independently developed by you or already known to you independently, except where known through breach of this clause.
(c) The obligation under clause 5(a) to not disclose does not apply to the extent that information is required to be disclosed by any applicable law or rules of any stock exchange.
6. TERMINATION
(a) UQ may terminate this agreement by written notice to you.
(b) If this agreement is terminated you must immediately delete or destroy any copies of the Licensed Materials in your possession.
7. OTHER
(a) This agreement is governed by the laws of Queensland, Australia and each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland, Australia.
(b) You must not assign any of your rights under this agreement without UQ’s prior written consent which UQ may withhold in its absolute discretion.
(c) UQ may modify the terms of this agreement by written notice to you.
(d) This agreement constitutes the entire agreement between the parties regarding its subject matter.
(e) Failure or neglect by UQ to enforce at any time any of the provisions of this agreement will not be construed or deemed to be a waiver of UQ’s rights under this agreement.