Published: 15th August 2017
BOS GLOBAL Distributions Pty Limited ("BOS")
IMPORTANT - READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES.
This End-User Licence Agreement ("Agreement") is a legal agreement between you ("Licensee") and BOS Distributions Pty Limited and/or one or more of its affiliates or Resellers collectively, ("BOS"). The PRODUCT includes computer software and may include associated media, printed materials, and electronic documentation ("Software"). By clicking "Yes" or by installing, copying, or otherwise using the Software, you agree to be and will be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, your use is prohibited and you may not install or use the Software. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed (not sold) to you, and its use is subject to the terms of this Agreement. This is NOT a sale contract.
1. GRANT OF LICENSE
Subject to the terms of this Agreement, BOS grants to Licensee a non-exclusive, non-transferable, revocable license to install and use the Software. The Software is licensed on a named user (including an Invited User or Authorised User.) basis and each user must purchase or subscribe to a separate license. Each named user may have up to five (5) devices (PCs, Macs, Windows tablets, iPad® and Android™ tablets, and most mobile devices) associated with their license. You may use the Software subject to the following terms and the proprietary notices, labels or marks on the Software or media upon which the Software is provided. You are not permitted to release, rent, distribute or sublicense the Software, in whole or in part, or to use the Software in a time sharing arrangement or in any other unauthorised manner. Further, no license is granted to you in the human readable code of the Software (source code). Except as provided below, this License Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect of the Software.
2. BOS RIGHTS
Licensee acknowledges that the Software consists of proprietary information of BOS (and/or other third parties) protected under Australian, Malaysian, United States or other patents, copyright, or trade secret laws. Licensee further acknowledges and agrees that all right, title and interest in and to the Software, and each component thereof, are and shall remain with BOS (or other third parties). This Agreement does not convey to Licensee an interest in or to the Software but only a limited right to use, revocable in accordance with the terms of this Agreement.
This License is effective upon Licensee’s first installation and/or use of the Software and shall continue until terminated. Licensee may terminate this Agreement at any time by returning the Software to BOS. BOS may terminate this Agreement upon breach by Licensee of any terms hereof. Upon such termination by BOS, Licensee agrees to uninstall the Software and promptly return the Software to BOS. This termination shall not prevent BOS from claiming any further damages.
4. OTHER RESTRICTIONS.
a) Limitations on Reverse Engineering, Decompilation, and Disassembly. Licensee may not reverse engineer, decompile, modify or disassemble the Software or otherwise reduce the Software to human - perceivable form in whole or in part, including but not limited to translating or creating derivative works, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. The Software component parts may not be separated for use. Licensee may not use the Software for any illegal purpose or conduct.
b) Back Up. Except as expressly provided for under this Agreement Licensee may not copy the Software; except, however, Licensee may keep one copy of the Software and, if applicable, one copy of any previous version, for backup purposes, only to be used in the event of failure of the original. All copies of the Software must be marked with the proprietary notices provided on the original Software.
c) Modifications. Licensee may not modify, translate or create derivative works of the Software.
d) Copyright. All title and copyrights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software), the accompanying printed materials, and any copies of the Software are owned by BOS or its suppliers. The Software is protected by copyright laws and international treaty provisions. Title, ownership rights, and intellectual property rights in the Software shall remain in BOS or its suppliers.
e) Confidentiality. The Software contains valuable proprietary information and trade secrets of BOS and its suppliers that are copyrighted by and remains the property of BOS and its suppliers and Licensee shall protect the confidentiality of, and avoid disclosure and unauthorised use of, the Software.
f) Reservation. BOS reserves all rights in the Software not expressly granted to Licensee in this Agreement.
5. SUPPORT SERVICES
BOS may provide Licensee with support services related to the Software ("Support Services"). Any supplemental software code provided to Licensee as part of the Support Services is considered part of the Software and is subject to the terms and conditions of this Agreement. With respect to technical information you provide to BOS as part of the Support Services, BOS may use such information for its business purposes, including full product support and development. BOS will not utilise such technical information in a form that personally identifies you. BOS customers with an active License Agreement for subscribed products must identify two (2) to six (6) Designated Contacts (also known as; “named caller”, “designated caller” or “technical contact”) that will engage with BOS Support Services. A Designated Contact will represent your organization by working with BOS Support Services. It is important that Designated Contact(s) information is current and accurate as this ensures the ability for an active Customer to open a Support case when contacting BOS for subscribed products.
Without prejudice to any other rights, BOS may terminate this Agreement if Licensee fails to comply with any of the terms and conditions of this Agreement. In such event, Licensee must destroy all copies of the Software and all of its component parts.
If the Software is labeled as an upgrade, you must be properly licensed to use the Software identified by BOS as being eligible for the upgrade in order to use the Software. Software labelled as an upgrade replaces and/or supplements the software that formed the basis for your eligibility for the upgrade. You may use the resulting upgraded Software only in accordance with the terms of this Agreement. If the Software is an upgrade of a component of a package of software programs that you licensed as a single product, the Software may be used and transferred only as part of that single Software package and may not be separated for use.
8. WARRANTY AND WARRANTY EXCLUSIONS
(a) Limited Warranty. BOS warrants that the Software will perform substantially in accordance with the accompanying documentation for a period of ninety (90) days from the date of receipt by Licensee, and (b) any Support Services provided by BOS shall be substantially as described in any applicable written materials provided to Licensee by BOS, and BOS support engineers will make commercially reasonable efforts to solve any problem issues. BOS does not warrant that Licensee’s use of the Software will be uninterrupted or error-free, or that all defects in the Software will be corrected. Licensee assumes full responsibility for the selection of the Software to achieve Licensee’s intended results and for the installation, use and results obtained from the Software. BOS sole obligation under this express warranty shall be, at BOS’s option and expense, to refund the purchase price paid by licensee for any defective software product which is returned to BOS with a copy or licensee's receipt, or to replace any defective media with Software which substantially conforms to applicable BOS’s published specifications. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
b) Warranties Exclusive. If this Software does not operate as warranted above, Licensee’s sole remedy for breach of that warranty shall be repair, replacement, or refund of the purchase price paid, at BOS sole option. To the full extent allowed by law, the foregoing warranties and remedies are exclusive and are in lieu of all other warranties, terms, or conditions, express or implied, either in fact or by operation of law, statutory or otherwise, including warranties, terms, or conditions of merchantability, fitness for a particular purpose, satisfactory quality, correspondence with description, and non-infringement, all of which are expressly disclaimed. BOS neither assumes nor authorises any other person to assume for it any other liability in connection with the sale, installation, maintenance or use of this Software. No advice or information, whether oral or written, obtained by Licensee from BOS or through or from the Software shall create any warranty not expressly stated in the licence and terms.
c) BOS shall not be liable under this warranty if its testing and examination disclose that the alleged defect or malfunction in the Software does not exist or was caused by Licensee or any third parties misuse, neglect, improper installation or testing, unauthorised attempts to modify the Software, or any other cause beyond the range of the intended use, or by accident, fire, lightning, power cuts or outages, other hazards, or acts of God.
9. LIMITATION OF LIABILITY
Licensee's use of the Software is at Licensee's sole risk. Licensee will be solely responsible for any damage to Licensee's computer system or loss of data that results from the installation or use of the Software, or the Licensee's inability to use the Software. To the maximum extent permitted by applicable law, in no event shall BOS or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Software or the provision of or failure to provide Support Services, even if BOS has been advised of the possibility of such damages. In any event, BOS’s entire liability shall be the amount paid by Licensee for the Software.
You agree to indemnify and hold BOS, and its subsidiaries, affiliates, officers, agents, co-brand’s, customers or other partners, and employees, harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of Licensee's use of the Software, Licensee’s connection to the Software, or Licensee's violation of the Terms.
Licensee shall not sublicense, rent, lease or lend the Software to another party.
LAW This Agreement shall be governed by the laws of Australia.
Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.
14. NO WAIVER
The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
If Licensee has any questions concerning this Agreement or if Licensee desires to contact BOS for any reason, please FAX BOS at (+61 8) 9322 4073, attention The Group Managing Director. YOUR USE OF THIS SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS INDICATED ABOVE.