This is a legal agreement (“Agreement”) between you (either an individual or a single entity) and Awaresoft Pty Ltd (“Awaresoft”) for the Aware IM software and the accompanying documentation (collectively “Software”).
BY INSTALLING THE SOFTWARE, YOU EXPLICITLY AGREE TO BE BOUND BY THE CONDITIONS OF THIS AGREEMENT.
- GRANT OF LICENSE
- Evaluation Use. The terms of this section are applicable to you if you installed the evaluation version of the Software and did not pay the applicable license fees. Subject to the terms of this Agreement, Awaresoft hereby grants to you a non-exclusive, non-transferable, license to use the evaluation version of the Software solely for evaluation purposes (“Evaluation Use”). This license begins upon installation of the Software and is valid for the duration of the evaluation period. When the license expires you must stop using the Software.
- Production Use. The terms of this section are applicable to you if you paid the Aware IM Standard Edition, Professional Edition, Department Edition, Enterprise Edition, Unlimited Edition or Developer Edition license fees. Subject to the terms of this Agreement, Awaresoft hereby grants to you a non-exclusive, non-transferable right to use the Software solely for internal business purposes (“Production Use”). You can install and run the Aware IM Server on a single computer within your organization. If you need to run it on multiple computers within your organization you need to purchase a separate Aware IM license for each computer on which you want to run the Aware IM Server. Each employee of your organization that connects to the Aware IM Server, regardless of whether concurrently or at different times with other users, must have a separate user license (“Named User License”). Named User Licenses can be purchased separately.
- Non-commercial Use. The terms of this section are applicable to you if your organization qualifies as a non-commercial entity and you paid license fees at a discount for non-commercial organizations. These terms are in addition to the terms of section b. You cannot use the software for any commercial purposes.
- Personal Use. The terms of this section are applicable to you if you paid the Aware IM Personal Edition license fees. Subject to the terms of this Agreement, Awaresoft hereby grants to you a non-exclusive, non-transferable right to use the Software solely for your private, non-commercial purposes (Personal Use). You can install and run the Aware IM Server on a single computer only. You cannot use the software within any organization or for any commercial purposes.
You may not lease, rent, loan, resell, publish or redistribute the Software. You may not transfer any of the rights granted to you under this Agreement. You may not reverse engineer, decompile, disassemble or otherwise attempt to determine source code or protocols from the Software except where such restriction is prohibited by applicable law. Awaresoft reserves the right to periodically conduct audits upon advance written notice to verify compliance with the terms of this Agreement.
- OWNERSHIP RIGHTS
The Software is protected by copyright laws and international treaty provisions. Awaresoft retains all right, title and interest in and to the Software, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. Your installation or use of the Software does not transfer to you any title to the intellectual property in the Software.
- SOFTWARE UPGRADES
You are entitled to receive revisions and updates (“Maintenance Releases”) to the Software if, as and when Awaresoft makes any such Maintenance Releases generally available. At its discretion, Awaresoft may charge an upgrade fee for new releases.
- SOFTWARE CHANGES
Awaresoft reserves the right at any time not to release or to discontinue release of any Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.
- WARRANTY AND DISCLAIMER
- Limited Warranty. Awaresoft warrants that the Software will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of purchase. Awaresoft’s entire liability and your exclusive remedy shall be, at Awaresoft’s option either, (i) refund of the purchase price paid for the license, if any, or (ii) replacement of the Software that is returned to Awaresoft with a proof of purchase.
- Disclaimer. Except for the Limited Warranty the Software is provided “AS IS”. To the maximum extent permitted by applicable law, Awaresoft disclaims all warranties, either express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose with respect to the Software. Awaresoft does not warrant that operation of the Software will be uninterrupted or error-free or that the Software will meet your requirements.
- LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, in no event shall Awaresoft be liable for any special, incidental, indirect, or consequential damages of any character (including, without limitation, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other damages or losses) arising out of or in any way related to the use of or inability to use the Software, the provision of or failure to provide Support Services, or otherwise under or in connection with any provision of this Agreement, even if Awaresoft has been advised of the possibility of such damages. In any event the entire liability of Awaresoft under any provision of this Agreement shall be limited to the amount actually paid by you for the Software.
This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of Software. This Agreement will terminate immediately without notice from Awaresoft if you fail to comply with any provision of this Agreement. Upon termination, you must destroy all copies of Software.
- HIGH RISK ACTIVITIES
The Software is not fault-tolerant and is not designed, manufactured or intended for use as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Awaresoft specifically disclaims any express or implied warranty of fitness for High Risk Activities. You agree that Awaresoft will not be liable for any claims or damages arising from the use of the Software in such applications.
- TAXES AND DUTIES
You agree to pay all applicable taxes including sales, use, value added and other taxes, tariffs and duties (other than those based on Awaresoft’s net income) unless you furnish Awaresoft with written proof of exemption.
- GOVERNING LAW
This agreement shall be governed by the laws of the State of New South Wales, Australia.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate.
This Agreement is the entire agreement between you and Awaresoft relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement.
Aware IM Runtime SUPPLEMENTAL LICENSE TERMS
These supplemental license terms (“Supplemental Terms”) are applicable to you if you paid the Aware IM Developer Edition license fees. These Supplemental Terms add to or modify the terms of the Standard Software License Agreement (“Agreement”). Capitalized terms not defined in these Supplemental Terms shall have the same meanings ascribed to them in the Agreement. These Supplemental Terms shall supersede any inconsistent or conflicting terms in the Agreement, or in any license contained within the Software.
S1. LICENSE TO DISTRIBUTE REDISTRIBUTABLES
Subject to the terms and conditions of this Agreement, Awaresoft grants you a non-exclusive, non-transferable, limited license to reproduce and distribute the files automatically generated by the Runtime Builder function of the Aware IM Developer Edition for distribution purposes (“Redistributables”) provided that:
(a) you distribute the Redistributables complete and unmodified and only bundled as part of, and for the sole purpose of running, your applications designed with Aware IM (“Applications”),
(b) the Applications add significant and primary functionality to the Redistributables,
(c) you do not remove or alter any proprietary legends or notices contained in or on the Redistributables,
(d) you only distribute the Redistributables pursuant to a license agreement that protects Awaresoft’s interests consistent with the terms contained in the Agreement, and
(e) you agree to defend and indemnify Awaresoft and its licensors from and against any damages, costs, liabilities, settlement amounts and/or expenses (including attorneys’ fees) incurred in connection with any claim, lawsuit or action by any third party that arises or results from the use or distribution of any and all Applications and/or Redistributables.
S2. LICENSE FEES
a. Aware IM Runtime license. Each installation of the Redistributables requires a separate Aware IM Runtime license. You are responsible for purchasing a license for each installation of the Redistributables.
b. Named User Licenses. Each employee of the organization where Redistributables are installed and who uses Applications, regardless of whether concurrently or at different times with other users of Applications, must have a separate Named User License. You are responsible for purchasing a sufficient number of Named User Licenses at the time of installation of the Redistributables. If the organization requires additional Named User Licenses at a later time, they should contact you and you should purchase the additional licenses for the organization. You are also required to include this condition into the license agreement distributed with your Applications.