Preamble
This End-User License Agreement (referred to as the “EULA”) is a legally binding agreement between you, the Licensee, an employee or contractor for the company that purchased the software subscription (Client), and Orepath Pty Ltd, the author of this Software, which may include associated media, printed materials, and online or electronic documentation.
This Agreement is a legally binding contract that includes terms that limit your legal rights and Licensors’ liability to you, and shall govern all access to and use of the Software. You hereby agree, without limitation or alteration, to all the terms and conditions contained herein.
By installing, copying, or otherwise using the Licensed Product (Software), the Licensee agrees to be bound by the terms and conditions outlined in this EULA. However, if the Licensee does not agree to the terms and conditions outlined in this EULA, the said Licensee may not download, install, or use Software.
Definitions
“Client” shall refer to the company that purchased the subscription and has permitted the Licensee to use this software.
“EULA” shall refer to this End-User-License-Agreement, including any amendment to this Agreement.
“Licensee” shall refer to the individual or entity that downloads and uses the Software.
“Licensor” shall refer to the company or author, Orepath Pty Ltd, located at Level 12 / 197 St Georges Tce, Perth WA 6000, Australia.
“Software/Licensed product” shall mean Orepath’s Software, the Licensed Product provided pursuant to this EULA.
Grant of License
Subject to the terms of this EULA, Orepath Pty Ltd hereby grants to the Licensee, a royalty-free, revocable, limited, non-exclusive license during the term of this EULA to possess and to use a copy of the Software.
No license is granted to the Licensee to use the Software unless the Client has given the Licensee permission to use the Software, and the Client has been granted a license from Orepath to use the Software under a separate agreement.
Intellectual Property
You hereby unconditionally agree that all right, title and interest in the copyrights and other intellectual property rights in the Licensed Product reside with the Licensor. The trademarks, logos, designs, and service marks appearing on the Licensed Product are registered and unregistered marks of the Licensor. Accordingly, nothing in this EULA or the Licensed Product grants you any right to use any form of intellectual property contained in the Licensed Product.
Therefore, all rights, titles, interests, and copyrights in and/or to the Software, including but not limited to all images, graphics, animations, audio, video, music, text, data, code, algorithm, and information, are owned by the Licensor. Accordingly, the Software is protected by all applicable copyright laws and international treaties.
Description of Rights and Limitations
Licensee Limitations
The Licensee may not:
- Use the Software for any purpose other than as directed by the Client;
- Use the Software for any illegal or unlawful purpose;
- Modify the Software in any manner;
- Remove any proprietary notices or labels on the Software;
- Distribute the Software, or any part thereof (including training materials, videos, and user manuals), to any third party;
- Gather factual content or any other portion of the Software by any automated means, including but not limited to database scraping or screen scraping; or
- Reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding the limitation.
Update, Maintenance and Support
Termination
In the event of termination, all licenses provided under this EULA shall immediately terminate, and you agree to discontinue accessing or attempting to access this Licensed product.
Accordingly, this EULA may be:
- Automatically terminated if the Licensee fails to comply with any of the terms and conditions under this EULA;
- Automatically terminated with the termination of the agreement between the Client and Orepath Pty Ltd;
- Automatically terminated at the end of the subscription period that the Client has paid for;
- Terminated by Orepath Pty Ltd;
- Terminated by the Client; or
- Terminated by the Licensee.
Either Orepath Pty Ltd, the Client, or the Licensee may terminate this EULA immediately upon written notice to the other party, including but not limited to electronic mail.
Non-Transferability, Notice, Integration & Severability
Warranty Disclaimer & Limited Liability
Warranty and Disclaimer
Orepath Pty Ltd, and author of the Software, expressly disclaim any warranty for the Software. The Licensed Product and all applicable documentation is provided “AS-IS”, without warranty of any kind, whether express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Licensee accepts any risk arising out of use or performance.
Limited Liability ($0 AUD Aggregate Cap for Licensee)
The Licensee agrees that Orepath Pty Ltd shall not be liable to Licensee or related entity claiming loss of profits, income, savings, or consequential, incidental, special, punitive, direct or indirect damages. Under no circumstances shall Orepath Pty Ltd aggregate liability to the Licensee exceed the actual monetary amount paid by the Licensee to Orepath Pty Ltd for the Software, which is $0 AUD.