Licence Agreement

Geoida Licence Agreement (v3.5)

DECLARATION

By installing the Geoida® Software and all related software, components and documents ("Geoida") you acknowledge that:

1. you are aware that continuing with the installation of Geoida as well as subsequent use signifies agreement to the terms of this licence;
2. you have read and understand the terms of this Licence Agreement, or waived the opportunity to do so and/or get advice on the terms, at your own risk;
3. if you are installing Geoida for an organisation (the "Principal Organisation"):
   1. you have the authority to bind the Principal Organisation to the terms of this licence; and
   2. you agree to the terms of this licence, in your own right and on behalf of the Principal Organisation;
4. the computer on which the software is being installed has the following minimum requirements:
   1. IBM-compatible computer
   2. MS Windows 2000, Windows XP, Windows Vista or Windows 7, 8 or 10 operating system
   3. Approximately 25 mb of available free disk space for complete installation
   4. Microsoft-compatible pointing devive
   5. Windows Desktop resolution of at least 800 x 600, 256 colours, Small Fonts

1. GENERAL

1. The parties to this licence are Convergent Computations Pty Ltd (ACN 092 901 516), of PO Box 249, Morley WA 6943 ("Licensor") and all of the following (together, the "Licensee"): the person who installs Geoida; that person's employer if the installation is carried out in the course of the person's employment; and the Principal Organisation, if any. This Licence Agreement becomes binding on all the parties as soon as installation of Geoida is completed, however, unless there is a dispute as to authority, the Licensor will only enforce its rights against the Principal Organisation if the installer is not the only licensee.
   
   
2. To register Geoida, complete the Registration Form and forward it to the Licensor together with payment of the licence fee. Upon receipt of the duly completed Registration Form and licence fee, the Licensor will send to You at your postal address or e-mail address, a Validation Form to enable you to proceed with the full implementation and use of the number of Registered Versions of Geoida for which you have paid.

2. LICENCE

1. The Licensor hereby grants to the Licensee a licence to use Geoida such that the Licensee may:

   (a) subject to paragraph 2.2(d), install Geoida onto no more than two computers per licence, using only the installation program provided by the Licensor;

   (b) have Geoida running on no more computers at any one time than the total number of simultaneous users permitted by Geoida;

   (c) de-install Geoida and reinstall it on another computer or network;

   (d) make backup copies of Geoida in the ordinary course of backing up the computer on which Geoida is installed;

   (e) prior to registration and payment of the licence fee - use Geoida for 30 days or for a maximum of 10 execution runs (versions prior to v5.8) or for 120 days or a maximum of 45 execution runs (version v5.8 or later), whichever period expires first;

   (f) after registration and payment of the licence fee - use Geoida indefinitely, or until the expiry of the licence period, according to the type of licence purchased; and

   (g) distribute evaluation versions of Geoida, provided no charge is made, and the distribution is made in such a manner that this Licence Agreement must be agreed to by anyone to whom the evaluation version is provided.

2. The Licensee may not, without the express written permission of the Licensor:

   (a) use Geoida for more than the permitted number of days nor use Geoida for more than the permitted number of execution runs, as set within the software or as defined in paragraph 2.1(e) above, without registering Geoida and paying the licence fee;

   (b) use Geoida beyond the specified period, or outside of the conditions, defined by the applicable licence;

   (c) fail to delete all parts of Geoida after the evaluation period if the Licensee is not prepared to register Geoida and pay the licence fee;

   (d) run Geoida on more than 1 computer simultaneously, per licence;

   (e) access Geoida remotely without a separate licence for the remote access point;

   (f) use Geoida within a third party's organisation without that third party organisation obtaining a separate licence;

   (g) reproduce Geoida in any way, shape or form, except as envisaged by Geoida itself or this licence;

   (h) alter Geoida except as permitted by the normal operation of Geoida;

   (i) produce or manufacture or commission the manufacture or production of, any product or process that is similar to Geoida;

   (j) make any copies of the installation program, Geoida manual(s) or any written material provided with the package other than as provided above;

   (k) loan, rent, lease, or transfer Geoida material or programs containing Geoida to a third party except as part of a transfer or other use expressly permitted by this Licence;

   (l) reverse engineer, decompile or disassemble any Geoida programs or any part thereof;

   (m) transfer this Licence to a third party unless the Licensee first receives the written consent of the Licensor, the third party agrees to a licence in the same terms as this licence and the third party pays the required licence transfer fee, and the Licensee deletes all copies of Geoida;

   (n) 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 2.2(a) to (m) inclusive; or

   (o) use an Educational or Student licence for profit, business advantage or any similar commercial purpose.

3. All rights not expressly granted to the user of Geoida under this Licence Agreement are expressly reserved to the Licensor.

3. MAINTENANCE AND SUPPORT OF GEOIDA

1. During the term of this licence, the Licensor may provide the Licensee with minor enhancements, minor upgrades and bug fixes from time to time via the website at www.geoida.com, but does not contract to supply the Licensee with new versions of Geoida.
   
   
2. At the Licensor's sole discretion prior to registration the Licensor may, and after registration and payment of the licence fee, the Licensor shall, in good faith, supply to the Licensee:

   (a) free website support at www.geoida.com;

   (b) limited on-line contact with the Licensor via www.geoida.com, with the Licensor reserving the right to advise the Licensee that its support requirements go beyond that which can be provided free of charge and charge for support at an agreed rate;

   (c) electronic operating manuals relating to Geoida, to ensure the full exploitation of the licence granted under this Agreement; and

   (d) details of all improvements and other developments in Geoida hereafter produced or owned by the Licensor which can be downloaded from www.geoida.com.

3. It is the responsibility of the Licensee to put in place the necessary administrative policies and procedures to ensure the safe and effective use of Geoida. These policies and procedures should reflect common best practices for this type of information technology. Some practices are covered in the Help documentation supplied with Geoida. This includes, but is not limited to the following:

   (a) Security – Geoida includes some security as a feature. All external security (e.g. workstation and network security) is the responsibility of the Licensee.

   (b) Data Backup – The Licensor does not provide data backup or restore functions. This is the responsibility of the Licensee. The Licensor takes no responsibility for the loss of any data.

   (c) Disaster Recovery – The Licensee must ensure that Geoida and data are secure in the case of any disaster scenarios.

   (d) Passwords etc. – The Licensor may provide codes and passwords in the course of business dealings with the client (licence codes, Licensee codes, passwords). It is the Licensee's responsibility to keep these references in safe custody.

4. The Licensor will not modify Geoida to comply with the specific requirements of the Licence unless it believes that there is sufficient business merit. The Licensor may develop customised versions of Geoida for the Licensee but this will be undertaken pursuant to a separately negotiated and priced contract.
   
   
5. Geoida must be used as intended, where this is generally specified in the documentation supplied with Geoida. Certain aspects of Geoida are intentionally 'open' to the Licence for the Licensee's own customisation. The Licensor takes no responsibility for the effect of any customisation not undertaken by the Licensor.

4. LIMITED WARRANTY FOR REGISTERED VERSION

1. The Licensor hereby represents, warrants and undertakes to the Licensee that:

   (a) it shall make available to the Licensee, at www.geoida.com, any minor enhancements, minor updates or bug fixes for Geoida that are produced by the Licensor during the term of this licence;

   (b) the Licensor has full right and title to grant this licence and neither the entering of this licence nor the performance by the Licensor of its obligations will cause it to be in breach of any licence to which it is a party or is subject;

   (c) the use by the Licensee of Geoida 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.

2. The Licensee acknowledges that:

   (a) the acknowledgments in the declaration at the beginning of this Licence Agreement are correct;

   (b) 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 Geoida or any accompanying manuals, and written materials, other than those advised to the Licensor at www.geoida.com and acknowledged by the Licensor before installing or downloading Geoida;

   (c) the Licensee is not entitled to rely on any representations unless they are acknowledged by return e-mail by the Licensor;

   (d) no other representations have been made or relied on by the Licensee; and

   (e) the entire risk as to the quality, performance and suitability of Geoida is borne by the Licensee, and it is the Licensee's responsibility to thoroughly test and evaluate Geoida at all stages of operation before registering Geoida and paying the licence fee.

3. Subject to clause 4.2, the Licensee acknowledges that:

   (a) it has used the evaluation period to assess the suitability of Geoida;

   (b) it is satisfied with the functionality of Geoida

   (c) if it chooses to register Geoida and pay the licence fee, it has relied upon its own skill and judgment in doing so.

4. The Licensor cannot and does not warrant that Geoida is suitable for all localities in the world. It is the Licensee's responsibility to ensure that Geoida is suitable for the locality in which it will be used.
   
   
5. The Licensor cannot and does not warrant that Geoida is totally error free or that Geoida programs may not, in some circumstances, fail to function. If Geoida contains errors or Geoida programs fail to function, the Licensor will endeavour to remedy the defects in subsequent upgrades.
   
   
6. To the full extent permitted by the laws applicable to this Licence, any conditions or warranties imposed by such laws are hereby excluded. Insofar as liability under or pursuant to any legislation may not be excluded, such liability is limited to replacement of Geoida or correction of the defects in Geoida material, or refund of the licence fee, at the exclusive option of the Licensor.
   
   
7. 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 Geoida 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 licence.
   
   
8. The warranties given by the Licensor will not apply if the Licensor is not responsible for the problem, for example, if the problems results from:

   (a) an unauthorised modification made to Geoida by You or any other party;

   (b) the media (where applicable) being subjected to accident, abuse, or improper use; or

   (c) Geoida being used on or in conjunction with hardware or software other than the hardware and software described in the clause (d) of the declaration at the beginning of this Licence.

5. TERMINATION

1. This licence shall immediately terminate if the Licensee uses Geoida otherwise than in accordance with this Licence or otherwise breaches this Licence.
   
   
2. Upon termination the Licensee shall forthwith:

   (a) remove all copies of Geoida material from any storage medium upon which it has been installed; and

   (b) destroy or remove all copies of Geoida material from any backup medium on which it has been stored.

6. GENERAL

1. This Licence embodies all the terms that are binding between the parties, and replaces all previous representations and proposals not embodied herein.
   
   
2. This Licence Agreement shall be governed by the laws of the State of Western Australia and shall be deemed to have been made in the State of Western Australia. Any proceedings arising out of or in connection with this Licence Agreement may be brought in any court of competent jurisdiction in the State of Western Australia.
   
   
3. If any provision of this Licence 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.