UNIFYCore License Agreement

PERMISSION TO OBTAIN A UNIFY SOFTWARE LICENCE IS CONDITIONAL UPON YOU AGREEING TO THE TERMS AND CONDITIONS OF THE AGREEMENT SET OUT BELOW ("AGREEMENT"). PLEASE READ THE AGREEMENT CAREFULLY BEFORE DOWNLOADING OR INSTALLING THE SOFTWARE AS IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS. IN PARTICULAR, UNIFY DRAWS YOUR ATTENTION TO CLAUSE 9 (WARRANTY AND INDEMNITY).

IF YOU AGREE TO THE TERMS AND CONDITIONS, PLEASE CLICK ON THE "I AGREE" OPTION AT THE END OF THIS AGREEMENT AND YOU WILL THEN BE BOUND BY THIS AGREEMENT AND YOU WILL BE ALLOWED TO ACCESS THE SOFTWARE.  IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS, PLEASE CLICK ON THE "I DO NOT AGREE" OPTION AT THE END OF THIS AGREEMENT.  IF YOU CHOOSE THE "I DO NOT AGREE" OPTION, YOU WILL NOT BE ALLOWED TO ACCESS THE SOFTWARE.

Parties

"UNIFY" means Unify Solutions Pty Ltd ABN 46 109 584 947.

"you" or "your" means any Person who accesses the Software including any of your Personnel. 

1.                   Commencement of agreement

1.1                This agreement takes effect on you agreeing to these terms and conditions through clicking the 'I AGREE' option and paying the Fee.

2.                   Fees

2.1                UNIFY charges a Fee for the licence of the Software.

2.2                You will pay UNIFY the Fee prior to any Software becoming available to you. In the interests of clarity, if you do not pay the appropriate Fee, you have no right to the Software and UNIFY reserves its right to withhold the Software licence from you or revoke the Software licence.

2.3                Once you click the 'I AGREE' option and pay the Fee, the Fee is not refundable.

3.                   Licence

3.1                Specific conditions of use apply to the type of licence you have acquired from UNIFY.  The Software is licensed based on the number of Instances that you run.

3.2                You may install one Instance of the Software on the hard disk and execute this instance of the Software in one virtual or physical Operating System Environment on a single assigned Server.  That Server is the licensed server for your Software licence.  You may not assign the same licence to more than one Server.

4.                   Restrictions on Use

4.1                You may make one backup copy of the Software solely for backup and recovery purposes.  Such copy will in all respects be subject to the terms and conditions of this document.

4.2                You will not make copies of the Software additional to those expressly permitted in this document.

4.3                You will not copy any Related Documentation that accompanies the Software.

4.4                You will not remove, modify or obscure any copyright, trademark and/or other proprietary notices relating to the Software.  All notices must be duplicated as it appears on the Software and all authorised copies.

4.5                You will not reverse engineer, decompile or disassemble the Software.

4.6                You may not distribute any portions of the Software to any third party or make the Software available to any third party in any way other than in a manner specifically authorised under this document.

4.7                You will not use the Software in any application or situation where any failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage.

4.8                If you are notified by UNIFY of a potential intellectual property infringement regarding the Software (regardless of the source of the intellectual property infringement), you will immediately discontinue your use of the Software.

5.                   Intellectual Property Rights

5.1                All Intellectual Property Rights now existing or in future arising in the Software and/or Related Documentation are owned by and remain the property of UNIFY or its suppliers and are protected by national laws and international treaty provisions.

5.2                You do not obtain any rights in the Software and/or Related Documentation other than the user rights expressly granted in this document.

5.3                You assign to UNIFY any and all Intellectual Property Rights that arise directly or indirectly from your use of the Software and/or the Related Documentation, and you must immediately notify UNIFY in writing, providing full details, when such Intellectual Property Rights arise.

5.4                Pursuant to clause 5.3, you will take all such steps and do all such things necessary as directed by UNIFY to give effect to the assignment of any Intellectual Property Rights that arise directly or indirectly from your use of the Software and/or Related Documentation.

6.                   Termination

6.1                This document is effective until terminated.

6.2                This document will terminate automatically if you fail to comply with any provision of this document.

6.3                Upon notice of termination from UNIFY, you must, at UNIFY's option:

(a)           Return the Software and any Related Documentation (including notes made in relation thereto) to UNIFY and permanently delete or destroy any further copies of the Software and/or Related Documentation; or

(b)           Destroy the Software and any Related Documentation (including copies and/or notes made in relation thereto).

6.4                Upon termination of this document, all rights that have accrued to UNIFY are not affected.  In addition, your duties of confidentiality at clause 12 and indemnity at clause 9 pursuant to this document remain in force.

7.                   Update Policy

7.1                UNIFY may create, from time to time, updated versions of the Software at UNIFY's absolute discretion.  UNIFY is under no obligation to provide or release updated versions of the Software.

7.2                UNIFY may make any such updated versions available to licensees who have paid the update fee.

7.3                If you acquire an updated version of the Software, then all copies of the previous versions must be returned to UNIFY or destroyed at UNIFY's election and not used, except for one copy which may be retained solely for archival purposes.

8.                   Technical Support

8.1                The UNIFY Partner from whom you purchased the licence may provide technical support for the Software under terms and conditions agreed between you and the UNIFY Partner.  UNIFY will not provide you with any technical support for the Software and you hereby release UNIFY from any liability, loss or claim arising from support of the Software provided by the UNIFY Partners. 

9.                   Warranty and Indemnity

9.1                In addition to other limitations upon UNIFY's liability set out in this clause, UNIFY does not warrant or promise that the Software and/or Related Documentation:

(a)           will meet your needs;

(b)           is error or virus free;

(c)           can be used without interruption; or

(d)           will be accurate, effective and/or reliable.

9.2                Furthermore, UNIFY does not warrant or  promise that any errors in the Software and/or Related Documentation will be corrected.

9.3                You must rely upon your own investigations as to whether the Software and/or Related Documentation will meet your needs and the platform on which the Software is to be run.

9.4                UNIFY will not be liable under or in connection with this document for any damage to your computer system, loss of income, loss of actual or anticipated profits, loss of business, loss of anticipated savings, loss or damage to or corruption of data, loss of goodwill, loss of reputation or for any direct or consequential loss or damage of any kind howsoever arising.

9.5                You irrevocably indemnify UNIFY against any liability, claim or proceeding that is made or commenced against UNIFY, and against any liability, loss (including consequential loss), damage or expense that is incurred or suffered by UNIFY arising from a breach of this document by you or a sa result of your use of the Software.

9.6                To the maximum extent the law allows, UNIFY excludes all other conditions, warranties, terms and undertakings, express or implied, statutory or otherwise, relating to the Software and Related Documentation or technical support including but not limited to warranties of quality, performance, satisfactory quality or fitness for a particular purpose.

9.7                Any non-excludable liability of UNIFY is limited, at UNIFY's election, to repairing or replacing the Software or providing equivalent software, provided that in all circumstances UNIFY's maximum liability to you for any cause whatsoever will be limited to the amount paid for this licence and UNIFY can in its discretion decide to refund you at any time instead of repairing or replacing the Software.

10.                No Liability of Microsoft® for Certain Damages

10.1              The Software may be bundled with Microsoft Software. To the maximum extent the law allows, you agree that Microsoft will have no liability for any damages, whether indirect, special, consequential or incidental, arising from or in connection with the use or performance of the Software or the software application or suite of applications with which you acquired the Software, including without limitation, penalties imposed by Government.

11.                No Warranties by Microsoft

11.1              You agree that any warranties that you have received with regard to either the Software or the software application or suite of applications with which you acquired the Software, have been provided solely by UNIFY and do not originate from, and are not binding on, Microsoft.

12.                Confidentiality

12.1              You must not disclose any of UNIFY's Confidential Information whether marked confidentially or not, immaterial of how it came into your possession except when:

(a)           disclosure is necessary to comply with your obligations under this document; and/or

(b)           the disclosure is to any of your officers, employees, agents or consultants to the extent that person needs to know the Confidential Information in order to perform a function.  In such instances, you must take all reasonable steps to ensure that the person to whom a disclosure is made is bound by this confidentiality provision; and/or

(c)           the disclosure is required by law.

12.2              You may not copy any Confidential Information which you are not allowed to disclose and may only use such information to the extent necessary to make appropriate use of the Software and/or Related Documentation.

12.3              You agree to allow UNIFY to pass your Confidential Information on to Microsoft as reasonably required in accordance with UNIFY's obligations under the Microsoft Independent Software Vendor Royalty License and Distribution Agreement.

13.                Miscellaneous

Approvals and consents

13.1              Unless this document expressly provides otherwise, a party may give or withhold an approval or consent in that party's absolute discretion and subject to any conditions determined by the party.  A party is not obliged to give its reasons for giving or withholding a consent or approval or for giving a consent or approval subject to conditions.

13.2              Where this document refers to a matter being to the 'satisfaction' of a party, this means to the satisfaction of that party in its absolute discretion.

Further acts

13.3              Each party must at its own expense promptly execute all documents and do or use reasonable endeavours to cause a third party to do all things that another party from time to time may reasonably request in order to give effect to, perfect or complete this document and all transactions incidental to it.

Severability

13.4              If a Court or other competent authority decides that any provision of this document is void or otherwise ineffective in whole or in part then any other part of the other terms and conditions of this document shall continue in full force and effect.

Entire agreement

13.5              This document constitutes the entire agreement between the parties with respect to the subject matter of this document and supersedes all previous agreements, arrangements or undertakings between the parties relating to the subject matter of this document and any representations or warranties previously given or made.

Assignment

13.6              You may not assign this document nor any of the rights or obligations hereunder nor sub-license the use (in whole or in part) of the Software and/or Related Documentation.

Notices

13.7              All notices shall be given:

(a)           To UNIFY via email at contactus@unifysolutions.net;

(b)           To you at either the e-mail or postal address you provide during any ordering process.

13.8              Notices will be deemed received when an e-mail is received in full (or else on the next business day if it is received on a weekend or a public holiday in the place of receipt) or 3 days after the date of posting.

Goods and services tax

13.9              Where:

13.9.1   A party (Supplier) makes a taxable supply to another party (Recipient), the Recipient must pay to the Supplier an additional amount equal to the GST payable by the Supplier (unless the consideration for that taxable supply is expressed to include GST).  The additional amount must be paid when any consideration for the taxable supply is first paid or provided.  The Supplier must provide to the Recipient a tax invoice at the time of payment.

13.9.2   A party indemnifies, reimburses or makes a contribution (Contribution) to the other party, and the other party can obtain an input tax credit on an acquisition associated with the Contribution, the amount of the Contribution for the first party is reduced by the amount of that input tax credit.  The reduction is to be made before any increase under clause 13.9.1.

13.9.3   Terms are used in this clause they have the meanings given to them in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Governing law

13.10           This document is governed by the law of Queensland and the parties submit to the non‑exclusive jurisdiction of its Courts.  The parties will not object to the exercise of jurisdiction by these Courts, either for forum, non conveniens or on any other basis.

Trademarks

13.11           Microsoft is a registered trademark of Microsoft Corporation in the United States and/or other countries.

14.                Definitions

14.1              Confidential Information means information, including any of the following information (whenever it was obtained) in relation to the party's:

(a)           Business, operations or strategies.

(b)           The terms of this document.

(c)           Information designated as confidential by a party.

(d)           Information acquired by the other party solely by virtue of provisions of this document.

(e)           Intellectual property or other property.

(f)            Actual or prospective customers, clients or competitors.

Information is not confidential in any of the following circumstances:

(a)           It is in the public domain, unless it came into the public domain by a breach of confidentiality.

(b)           It is already known by the other Person at the time this document is entered into.

(c)           It is obtained lawfully from a third party without any breach of confidentiality.

14.2              Fee means the fee charged by UNIFY for the Software.

14.3              Instance means the Software is installed on a Server by executing the Software's setup or install procedure or by duplicating an existing instance. 

14.4              Intellectual Property Rights means in relation to UNIFY or its suppliers, all and any patents, patent applications, trade marks, service marks, trade names, registered designs, unregistered design rights, copyrights, know how, trade secrets, domain names, internet addresses, rights in Confidential Information, and all and any other intellectual property rights, whether registered or unregistered, and including all applications and rights to apply for any of the same now or in the future entered into or enjoyed by UNIFY or its suppliers.

14.5              Microsoft Software means software owned or licensed by Microsoft Corporation Ltd.

14.6              Microsoft Independent Software Vendor Royalty License and Distribution Agreement means the agreement entered into between UNIFY and Microsoft Corporation Ltd which imposes rights and obligations on UNIFY.

14.7              Operating System Environment means one Instance of an operating system and Instances of applications, if any, configured to run on that operating system Instance.  An Operating System Environment may be physical or virtual. 

14.8              Person means any legal person or entity but also includes a partnership, trust or other entity which is not a legal person.

14.9              Personnel means officers, employees, representatives, agents, professional advisors or subcontractors of you.

14.10           Related Documentation means any documentation that is provided to you with the Software or is ancillary to the Software.

14.11           Server means a physical hardware system capable of running the Software.  A hardware partition or blade is considered to be a separate physical hardware system. 

14.12           Software means the software provided to you under the terms of this document.

14.13           UNIFY Partner means the Person who supplied you with the Software.

15.                Interpretation

15.1              In the interpretation of this document, the following provisions apply unless the context otherwise requires:

(a)           Headings are inserted for convenience only and do not affect the interpretation of this document.

(b)           A reference in this document to a business day means a day other than a Saturday or Sunday on which banks are open for business generally in Brisbane, Australia.

(c)           If the day on which any act, matter or thing is to be done under this document is not a business day, the act, matter or thing must be done on the next business day.

(d)           A reference in this document to dollars or $ means Australian dollars and all amounts payable under this document are payable in Australian dollars.

(e)           A reference in this document to any law, legislation or legislative provision includes any statutory modification, amendment or re-enactment, and any subordinate legislation or regulations issued under that legislation or legislative provision.

(f)            A reference in this document to any agreement or document is to that agreement or document as amended, novated, supplemented or replaced.

(g)           A reference to a clause, part, schedule or attachment is a reference to a clause, part, schedule or attachment of or to this document.

(h)           An expression importing a natural person includes any company, trust, partnership, joint venture, association, body corporate or governmental agency.

(i)            Where a word or phrase is given a defined meaning, another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning.

(j)            A word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference to any gender also denotes the other genders.

(k)           A reference to the word ‘include’ or ‘including' is to be construed without limitation.

(l)            A reference to this document includes the agreement recorded in this document.

IF YOU AGREE TO THE TERMS AND CONDITIONS, PLEASE CLICK ON THE "I AGREE" OPTION AND YOU WILL THEN BE BOUND BY THIS AGREEMENT AND YOU WILL BE ALLOWED TO ACCESS THE SOFTWARE.  IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS, PLEASE CLICK ON THE "I DO NOT AGREE" OPTION.  IF YOU CHOOSE THE "I DO NOT AGREE" OPTION, YOU WILL NOT BE ALLOWED TO ACCESS THE SOFTWARE.