END-USER LICENSE AGREEMENT FOR PRD SOFTWARE APPLICATIONS
IMPORTANT – PLEASE READ CAREFULLY
This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and PRD Software Pty Ltd for the HelpMaster Helpdesk Suite, or one of its parts, which includes the software and associated database, and may include associated media, printed materials, and “online” or electronic documentation (“SOFTWARE PRODUCT”). The SOFTWARE PRODUCT also includes any updates and supplements to the original SOFTWARE PRODUCT provided to you by PRD Software Pty Ltd. Any software provided along with the SOFTWARE PRODUCT that is associated with a separate end-user license agreement is licensed to you under the terms of that license agreement.
By installing, copying, downloading, accessing, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA.
If you do not agree to the terms of this EULA, do not download, install or use the SOFTWARE PRODUCT.
Reservation of Rights
All rights not expressly granted are reserved by PRD Software Pty Ltd.
License
(a) You may only install the software, on computers on a single network owned or leased by a single company or organization, unless otherwise agreed in writing by you and PRD Software Pty Ltd.
(b) You may use this SOFTWARE PRODUCT on all computers in a network, connected to a single database (“LICENSED DATABASE”), provided that the number of users accessing the LICENSED DATABASE at any one time (“the users”) does not exceed that agreed by you and PRD Software Pty Ltd, and for which payment has been made (“the user licence”). If you need more users to have access, or require connection to more than one database, you must purchase additional licences from PRD Software Pty Ltd
(c) The registration code that will be provided to you by PRD Software Pty Ltd upon full payment of the SOFTWARE PRODUCT will license use of the SOFTWARE PRODUCT to connect to a single Microsoft SQL Server database that is identified by being hosted on a specific network domain and has a specific instance name. This is the LICENSED DATABASE.
(d) If the original LICENSED DATABASE domain/instance name combination changes since the initial application of the registration code, the SOFTWARE PRODUCT will revert to a “Test only” mode with reduced functionality and should NOT be used for commercial use. In such cases, you will need to contact PRD Software Pty Ltd to have a new registration code issued to you. The original registration code will be permanently de-activated by PRD Software Pty Ltd and should no longer be used for any purposes. You agree not to thwart, interfere or block the operation of any aspect of this authentication system.
License restrictions
(a) You may not distribute copies of this software nor rent, lease or otherwise grant rights to this SOFTWARE PRODUCT
(b) You may not decompile, reverse engineer, disassemble, or otherwise reduce the SOFTWARE PRODUCT to any human-readable form, create derivative works based upon the SOFTWARE PRODUCT or use the SOFTWARE PRODUCT to develop any application having the same primary function as the SOFTWARE PRODUCT.
(c) You may not download nor use the SOFTWARE PRODUCT if you are a direct competitor of PRD Software Pty Ltd, except with PRD Software Pty Ltds’ prior written consent. In addition, you may not download nor use the SOFTWARE PRODUCT for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
Internet connectivity and authentication system
You acknowledge and agree that when you use the SOFTWARE PRODUCT, your computer may attempt to connect to a server operated by PRD Software Pty Ltd for the purposes of checking for product updates and licence compliance. When this occurs your unique registration code number, your SOFTWARE PRODUCT version number and a non-reversible hash of your domain and SQL Server is transmitted. No personal information is transmitted during this process. You agree that PRD Software Pty Ltd may use this information to disable access to and the use of the SOFTWARE PRODUCT by you or any third party users of your licensed SOFTWARE PRODUCT if it is found to be in violation of the terms and conditions of this EULA. You agree not to thwart, interfere or block the operation of any aspect of this authentication and update system.
Compliance with licenses
You agree that, no more than once every 12 months, PRD Software or its authorized representative shall, upon 14 days prior notice to you, have the right to inspect your records, systems and facilities to verify that your use of any and all PRD Software Pty Ltd software is in conformity with your valid licenses from PRD Software Pty Ltd. If verification discloses that your use is not in conformity with a valid license and the terms of the EULA, you shall immediately obtain valid licenses to bring your use into conformity, or stop using the SOFTWARE PRODUCT in the manner that is violating the terms and conditions of this EULA.
Training and testing databases
In consideration of the need for training, you are entitled to create and use additional databases for the purposes of training and testing. Such databases may be a copy of the LICENSED DATABASE, or a new database created by the SOFTWARE PRODUCT. In cases where a copy of the LICENSED DATABASE is used for training or testing purposes, the database will automatically revert to a “Test only” mode. All training and testing databases should not be used for live commercial use. Additional evaluation registration codes can be obtained from PRD Software Pty Ltd. The License provisions as detailed in this EULA also apply to training and testing databases.
Trademarks
This EULA does not grant you any rights in connection with any trademarks or service marks of PRD Software Pty Ltd.
Support Services
(a) PRD Software Pty Ltd may provide you with support services related to the SOFTWARE PRODUCT (“Support Services”). Use of Support Services is governed by the PRD Software Pty Ltd policies and programs described in the user manual, in “online” documentation, and/or in other PRD Software provided materials. Any supplemental software code or script provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA
(b) PRD Software Pty Ltd reserves the right to refuse, or charge additional fees for, support requests related to the SOFTWARE PRODUCT where any modification has been made to the SOFTWARE PRODUCT beyond that which is integral to the original SOFTWARE PRODUCT.
(c) With respect to technical information you provide to PRD Software Pty Ltd as part of the Support Services, PRD Software Pty Ltd may use such information for its business purposes, including for product support and development. PRD Software Pty Ltd will not utilize such technical information in a form that personally identifies you.
Software Transfer
The initial licensee of the SOFTWARE PRODUCT may make a one-time, permanent transfer of this EULA and SOFTWARE PRODUCT only directly to another end user, only with the permission of PRD Software Pty Ltd. This transfer must include all of the SOFTWARE PRODUCT (including all component parts, the media and printed materials, any upgrades, and this EULA. The product registration code may not be included in the transfer and must be returned to PRD Software prior to the transfer taking effect. A new product registration code will be issued to the new licensee upon receipt by PRD Software of the new licensees details. Such transfer may not be by way of consignment or any other indirect transfer. The transferee of such one-time transfer must agree to comply with the terms of this EULA, including the obligation not to further transfer this EULA and SOFTWARE PRODUCT.
Term
This license continues until terminated by PRD Software Pty Ltd. Without prejudice to any other rights, PRD Software Pty Ltd may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts.
Upgrades
(a) The SOFTWARE PRODUCT may, from time to time, be modified, updated or upgraded without notice to end users. This EULA covers any and all copies and versions of the SOFTWARE PRODUCT. Any new release of the SOFTWARE PRODUCT, including upgrades and patches will be designed to work on the SOFTWARE PRODUCT as originally released by PRD Software Pty Ltd. No responsibility will be accepted by PRD Software Pty Ltd for upgrades, patches or other releases that fail to run as designed because of modifications made by the user to the SOFTWARE PRODUCT.
(b) If this copy of the SOFTWARE PRODUCT is an upgrade from an earlier version of the SOFTWARE PRODUCT, it is provided to you on a license exchange basis. You agree by your installation and use of such copy of the SOFTWARE PRODUCT to voluntarily terminate your earlier EULA and that you will not continue to use the earlier version of the SOFTWARE PRODUCT or transfer it to another person or entity.
COPYRIGHT
All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, database and “applets” incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by PRD Software Pty Ltd or its suppliers and partners. All title and intellectual property rights in and to the content that may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. If this SOFTWARE PRODUCT contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. You may not copy any printed materials accompanying the SOFTWARE PRODUCT, without the written permission of PRD Software Pty Ltd.
EXPORT RESTRICTIONS
Components of this SOFTWARE PRODUCT have been classified by the US Government as exportable under License Exception TSU. Therefore the following terms apply: You agree that you will not export or re-export the SOFTWARE PRODUCT, any part thereof, or any process or service that is the direct product of the SOFTWARE PRODUCT (the foregoing collectively referred to as the “Restricted Components”), to any country, person or entity subject to U.S. export restrictions. You specifically agree not to export or re-export any of the Restricted Components (i) to any country to which the U.S. has embargoed or restricted the export of goods or services, which currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria, or to any national of any such country, wherever located, who intends to transmit or transport the Restricted Components back to such country; (ii) to any person or entity who you know or have reason to know will utilize the Restricted Components in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. You warrant and represent that neither the BXA nor any other U.S. federal agency has suspended, revoked or denied your export privileges.
NOTE ON JAVA SUPPORT
The software product may contain support for programs written in java. Java technology is not fault tolerant and is not designed, manufactured, or intended for use or resale 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 java technology could lead directly to death, personal injury, or severe physical or environmental damage.
Limited Warranty
Nothing in this licence shall exclude those warranties arising under the Australian Trade Practices Act or in similar State and Territory laws, which it is illegal to exclude or exclusion of which would render any provision of this licence void. Otherwise all warranties, conditions and liability of any kind imposed by statute, by implication or by rule of law including any conditions of merchantability or fitness for a particular purpose are hereby excluded and PRD Software Pty Ltd its servants and agents shall have no liability to you or any other person or entity with respect to any loss, damage or liability whether for negligence or in contract or otherwise, caused directly or indirectly by the software, including any interruption of service, loss of business or future profits, or consequential damages. PRD Software Pty Ltd does not warrant that the software will meet your requirements, that the use of the software will be uninterrupted, or that the software will be free of errors.
Any liability is limited to the replacement of the software or the supply of equivalent software or the repair of the software or the payment of costs of having the software repaired, at the election of PRD Software Pty Ltd.
PRD Software Pty Ltd shall not be liable to you or any third party for special incidental or consequential damages resulting from the use of the software, even if PRD Software Pty Ltd has been advised of the possibility of such damages, except as provided in this Agreement.
General
This Agreement is governed by the laws of the Australian Capital Territory. If any provision of this Agreement is invalid or unenforceable, that provision shall be enforced to the maximum extent permissible; to give effect to the parties’ intention, and the other provisions shall continue in full force and effect. You acknowledge that this licence constitutes the entire agreement between the parties, and supersedes any proposal, representation or prior agreement, oral or written, and any other communications.