End User Licence Agreement (EULA)

This End User Licence Agreement (the "Agreement") is a legal agreement between you and Space Gass Pty Ltd (ACN 654 916 015) ("SG"), a registered company under the Corporations Act 2001 (Cth) of Australia. BY USING THIS PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you do not agree to all the terms and conditions of this Agreement you MUST NOT USE THE PRODUCT. You represent and warrant that you have the right, authority, and capacity to accept and agree to these Terms on behalf of yourself or the entity you represent. Provided the Product has not been used and is not a loan, student or evaluation version, you may return it to your place of purchase for a full refund.

 

1. Definitions. For the purposes of this Agreement, the following terms shall have the following meanings:

 

1.1 "Product" shall mean and include the SPACE GASS Software, updates, CDs, computer disks, Security Devices, help files, reference manual or other instructions, technical support or any other software, items or information of any kind provided by SG or obtained from the www.spacegass.com website, including all upgrades to the Product provided by SG that replace or supplement the original Product, unless such upgrade is accompanied by an additional or supplemental customer end user licence agreement between you and SG .

 

1.2 "Software" shall mean all software included in the Product.

 

1.3 "Security Devices" shall mean and include hardware or software that limits the number of users that may operate the Software simultaneously, or imposes an Expiry Date beyond which the Software cannot be used, or prevents certain parts of the Software from being used.

 

1.4 "Expiry Date" shall mean the earlier of date imposed by any Security Devices beyond which the Software cannot be used, or the date you fail to comply with any of the Terms of this Agreement.

 

1.5 "SG" includes its employees, agents and suppliers.

 

2. Licence. The Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Product is licensed, not sold.

 

2.1 Grant of Licence. Subject to the terms and conditions of this Agreement, SG grants to you a revocable, non-transferable, non-exclusive licence to use the Product during the term of this Agreement. You may not rent, lease, sub-license, lend or transfer the Product to another person or legal entity without the prior written consent of SG.

 

2.2 Geographic Restrictions. You may not use or permit the use of the Product outside the country in which the Product was obtained unless permitted in this clause and by any applicable law.

 

You may not use the Product in a country other than the country in which you acquired it, including by accessing its Titan server over an internet connection or by using a remote desktop connection or by any other means of remote access. You may not transfer the Product to another country unless this is limited to temporary use in that country for a maximum period of 30 days per calendar year. Longer temporary transfers or permanent transfers to another country require the prior written consent of SG and may involve the payment of a fee to SG.

 

2.3 User Limit. The Software may be installed on an unlimited number of computers, however the maximum number of users operating it simultaneously may not exceed the user limit imposed by the Security Devices.

 

2.4 Reference Manual. You may make such copies of the reference manual as are reasonably necessary for your use of the Product by the permitted number of simultaneous users, but you may not make copies of the reference manual for any other purpose without the prior written consent of SG.

 

2.5 Compliance with law. You must use the Product in accordance with all applicable laws. You also agree that you will not use these products for any purposes prohibited by applicable law.

 

2.6 Support Services: SG is not obligated under this EULA to provide any support services for the Product unless (and to the extent) your licence includes maintenance services from SG or its authorised dealers.

 

3. Ownership; Proprietary Rights. SG shall at all times be the owner of and have all rights to the Product, and all intellectual property associated therewith, including but not limited to patents, copyrights, trade names and marks, domain names, and trade secrets related thereto. The Product is protected by copyright laws and international treaty provisions. Nothing herein shall cause or imply a sale, license or transfer of any intellectual property rights of SG to you or to any third party, except as expressly set forth herein. You may not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software, any updates, or any part of the Software. You may not attempt to reverse engineer, duplicate or bypass any Security Devices.

 

4. Consent to use of data: SG may collect and use technical data and related information - including but not limited to technical information about your Product use - to monitor your use of the Product,  facilitate the application of Security Devices and provide reporting in relation to the Product. SG may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.

 

5. Warranty Disclaimers and Limitation of Liability. You expressly acknowledge and agree that use of the licensed application is at your sole risk. Subject to this clause 5, SG makes no warranties or representations as to the Product to you or to any other party. To the extent permitted by applicable law, all implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, are disclaimed. No oral or written information or advice given by SG or its authorised representatives shall create a warranty. SG will not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of SG.

 

To the maximum extent permitted by applicable law, in no event shall SG be liable for any punitive, exemplary, consequential, indirect, incidental, or special damages arising from or related to the use of the Product by any party, including without limitation damages arising from loss of data, loss of revenue or profits or failure to realize savings or other benefits, even if SG has been advised of or should be aware of the possibility of such damages.

 

If you have any basis for recovering damages despite the preceding disclaimer of warranty and limitation of liability, you can recover from SG only direct damages limited to the amount you paid for the Product. 

 

If you are a customer who is a consumer within the meaning of applicable law, you may have legal rights in your country of residence which would prohibit these limitations from applying to you, and where prohibited they will not apply to you. Separate from your relationship with SG, you may also have rights in relation to the person from whom you acquired the Product such as an authorised distributor of the Product. This EULA does not change those other rights if the laws of your jurisdiction do not permit it to do so.

 

Where the Australian Consumer Law applies to you, you have statutory guarantees and nothing in this agreement is intended to affect those rights. Further, if the Australian Consumer Law applies to you and the Product is not of a kind ordinarily acquired for personal, domestic or household use or consumption, SG’s liability is limited, at SG’s option (and provided it is fair and reasonable to do so), to supplying a repaired version of the Product or reimbursing you the cost of the Product.

 

6. Indemnification. You, at your sole expense, will defend, indemnify and hold SG harmless from and with respect to any loss or damage (including reasonable attorneys’ fees and costs) incurred in connection with, any suit or proceeding brought by a third party against SG insofar as such suit or proceeding shall be based upon (i) any claim arising out of or relating to your use of the Product except where such claim alleges that the Software infringes or constitutes wrongful use of any copyright, trade secret, patent or trade mark of any third party; or (ii) any claim arising out of or relating to any act or omission by you. You will pay any damages and costs assessed against SG (or paid or payable by SG pursuant to a settlement agreement) in connection with such a suit or proceeding.

 

7. Changes to the Product. This EULA does not imply any rights or entitlement to future upgrades or updates of the Software. Notwithstanding, SG may change the Product from time to time without notice to you and shall not be under any obligation to provide you with any notification of such change.

 

You may provide feedback to SG about the Product, in which case SG will own all feedback, comments, suggestions, ideas, concepts and changes that you provide regarding the Product and you assign to SG all of your right, title and interest in any intellectual property rights associated with such comments, suggestions, ideas, concepts and changes.

 

8. Privacy. The installation, registration, and/or use of the Product may result in the collection, use and/or disclosure of personal information about you and/or your End Users by SG and its authorised distributor(s) for the Product. SG will collect, use, and disclose personal information in accordance with its Privacy Policy available at www.spacegass.com/privacy.

 

9. Term and Termination. The term of this Agreement shall commence on the date that you install or use the Product and shall continue (unless earlier terminated as provided herein) until the Expiry Date, or in perpetuity if no Expiry Date is imposed. Without prejudice to any other rights, SG may terminate this Agreement at any time if you fail to comply with its terms and conditions.

 

Upon termination of this Agreement for any reason whatsoever, you shall cease all use of the Product and remove all copies of the Software from your computers.

 

10. General.

 

10.1 Assignment. You may not assign or transfer this Agreement or any of your rights, duties or obligations hereunder and this Agreement may not be involuntarily assigned or assigned by operation of law, without the prior written consent of SG, which consent may be granted or withheld by SG in its sole discretion.

 

10.2 Severability. Each provision of this Agreement is intended to be severable. If any covenant, condition or other provision contained in this Agreement is held to be invalid or illegal by any court of competent jurisdiction, such provision shall be deemed severable from the remainder of the Agreement and shall in no way affect, impair or invalidate any other covenant, condition or other provision contained in this Agreement. If such covenant, condition or other provision shall be deemed invalid due to its scope or breadth, such covenant, condition or other provision shall be deemed valid to the extent of the scope or breadth permitted by law.

 

10.3 Governing Law. You agree that the use of the Product by you shall be governed by the laws of the State of Victoria and the Commonwealth of Australia, and you consent to the non-exclusive jurisdiction of the courts of that State and the Commonwealth.

 

10.4 Attorneys’ Fees. If any legal action is brought arising out of or relating to this Agreement, the prevailing party shall be entitled to receive its reasonable attorneys’ fees and court costs in addition to any other relief it may be entitled.

 

10.5 Entire Agreement. This Agreement, in conjunction with the terms of any support or maintenance services provided by SG to you, is the complete and exclusive statement of the agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior and concurrent agreements, promises, proposals, representations and warranties, oral or written, with respect to the subject matter hereof.

 

10.6 Amendment: SG may modify the terms and conditions of this Agreement from time to time, with notice given to you by email, through the Product or through the SG website. Together with notice, SG will specify the effective date of the modifications.

 

10.7 Notice: Any notice under this Agreement must be given in writing. SG may provide notice to you via email or through the Product. You agree that any such electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing.