RED LIZARD SOFTWARE - SOFTWARE LICENSE AGREEMENT (REGISTERED VERSION)
This registered version software license agreement is for users who have obtained from Red Lizard Software a valid license key for the Software. If you have not obtained a valid license key for the Software, see the section titled Evaluation License Agreement found at http://www.redlizards.com/evaluation-license.html.
BY DOWNLOADING, USING, COPYING OR INSTALLING ALL OR ANY PORTION OF THIS SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. INDICATE ACCEPTANCE BY SELECTING THE 'ACTIVATE' BUTTON AT THE BOTTOM OF THE AGREEMENT. UPON ACTIVATION, THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED. IF YOU ARE NOT WILLING TO BE BOUND BY ALL THE TERMS, DO NOT SELECT THE 'ACTIVATE' BUTTON AT THE BOTTOM OF THE AGREEMENT AND THE ACTIVATION WILL NOT CONTINUE. IF YOU PAID A LICENSE FEE TO RED LIZARD SOFTWARE, YOU MAY RETURN TO RED LIZARD SOFTWARE, AS APPLICABLE, A COPY OF THE LICENSE KEY, OR ACTIVATION CODE, IF ANY, AND A SIGNED AFFIDAVIT OF NON-USE AND DE-INSTALLATION IN THE FORM SET FORTH ON THE RED LIZARD SOFTWARE WEBSITE AT http://www.redlizards.com/goannadocs/non-use-affidavit.pdf, WITHIN THIRTY (30) DAYS AFTER PURCHASE, FOR A FULL REFUND OF THE LICENSE FEE.
RED LIZARD SOFTWARE PERMITS YOU TO USE THE SOFTWARE ONLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. USE OF SOME THIRD PARTY MATERIALS INCLUDED IN THE SOFTWARE MAY BE SUBJECT TO OTHER TERMS AND CONDITIONS TYPICALLY FOUND IN A SEPARATE LICENSE AGREEMENT, A 'READ ME' OR 'LICENSE' FILE LOCATED NEAR SUCH MATERIALS OR IN THE 'THIRD PARTY NOTICES AND/OR ADDITIONAL TERMS AND CONDITIONS' FOUND AT http://www.redlizards.com/third-party-notices.html.
'Red Lizard Software' means Goanna Software Pty Limited (ACN 136 479 448), trading as Red Lizard Software , an Australian corporation with its principal offices at Level 5, 13 Garden St, Eveleigh NSW 2015 Australia.
'Computer' means a virtual or physical personal electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.
'Software' means (a) all of the contents of the files (delivered electronically or on physical media), or disk(s) or other media with which this agreement is provided, which may include (i) Red Lizard Software or third party computer information or software; (ii) related explanatory written materials or files ('Documentation'); (b) upgrades, modified versions, updates, additions, and copies of the foregoing, provided to you by Red Lizard Software at any time (collectively, 'Updates').
'Use' means to access, install, download, copy, or otherwise benefit from using the functionality of the Software.
2. Software License.
Subject to your compliance with the terms of this agreement and upon payment of the appropriate license fee, Red Lizard Software grants to you a non-exclusive non-transferable license to use the Software for a period of twelve (12) months from the date you paid the license fee in the manner and for the purposes described in the Documentation as follows:
2.1 General Use. You may install and use one copy of the Software on only one compatible Computer.
2.2 Server Use. This agreement does not permit you to install or use the software on a computer file server.
2.3 Distribution. This license does not grant you the right to sublicense or distribute the Software.
2.4 Backup Copy. You may make one backup copy of the Software, provided your backup copy is not installed or used. You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided under Section 4.
3. Obligations and Restrictions.
3.1 Notices. Any copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software, or that are referenced by this agreement.
3.2 No Modification or Reverse Engineering. You may not modify, adapt, translate or create derivative works based upon the Software. You will not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to reverse engineer or decompile under applicable law.
3.3 You acknowledge that the Software is not designed or intended for use in the design, construction, operation or maintenance of any nuclear facility.
You may not rent, lease, sublicense, assign or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto another user's Computer except as may be expressly permitted by this agreement. You may, however, transfer all your rights to use the Software to another person or legal entity provided that: (a) you also transfer (i) this agreement, and (ii) the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, updates and prior versions, to such person or entity, (b) you retain no copies, including backups and copies stored on a Computer, and (c) the receiving party accepts the terms and conditions of this agreement and any other terms and conditions upon which you obtained a valid license to the Software. Notwithstanding the foregoing, you may not transfer education, evaluation, pre-release, or not for resale copies of the Software.
5. Intellectual Property Ownership, Reservation of Rights.
The Software and any authorized copies that you make are the intellectual property of Red Lizard Software. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Red Lizard Software. The Software is protected by law, including without limitation the copyright laws of Australia and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by Red Lizard Software.
6. Connectivity and Privacy.
7. Third Party Offerings.
The Software may allow you to access and interoperate with third party websites, software applications, and data services, including rich Internet applications ('Third Party Offerings'). Your access to and use of any Third Party Offering, including any goods, services or information, is governed by the terms and conditions respecting such offerings. Third Party Offerings are not owned or not necessarily provided by Red Lizard Software.
8. Digital Certificates.
8.1 Use. Red Lizard Software may use digital certificates to help you identify the publisher of Red Lizard Software applications created by third parties. Red Lizard Software may use digital certificates to sign and validate certified publishers. Your Computer may connect to the Internet at the time of validation of a digital certificate. Digital certificates are issued by third party certificate authorities, including Red Lizard Software ('Certificate Authorities'), or can be self-signed.
8.2 Terms and Conditions. Purchase, use and reliance upon digital certificates is the responsibility of you and a Certificate Authority. Before you rely upon any certified document, digital signature or Certificate Authority services, you should review the applicable terms and conditions under which the relevant Certificate Authority provides services, including, for example, any subscriber agreements, relying party agreements, certificate policies and practice statements.
8.3 Acknowledgement. You agree that (a) a digital certificate may have been revoked prior to the time of verification, making the digital signature or certificate appear valid when in fact it is not, (b) the security or integrity of a digital certificate may be compromised due to an act or omission by the publisher, the applicable Certificate Authority, or any other third party and (c) a certificate may be a self-signed certificate not provided by a Certificate Authority. YOU ARE SOLELY RESPONSIBLE FOR DECIDING WHETHER OR NOT TO RELY ON A CERTIFICATE. UNLESS A SEPARATE WRITTEN WARRANTY IS PROVIDED TO YOU BY A CERTIFICATE AUTHORITY, YOU USE DIGITAL CERTIFICATES AT YOUR SOLE RISK.
8.4 Third Party Beneficiaries. You agree that any Certificate Authority you rely upon is a third party beneficiary of this agreement and shall have the right to enforce this agreement in its own name as if it were Red Lizard Software.
8.5 Indemnity. You agree to hold Red Lizard Software and its employees, agents, affiliates, etc (except as expressly provided in its terms and conditions) harmless from any and all liabilities, losses, actions, damages, or claims (including all reasonable expenses, costs, and attorneys fees) arising out of or relating to any use of, or reliance on, any service of such authority, including, without limitation (a) reliance on an expired or revoked certificate, (b) improper verification of a certificate, (c) use of a certificate other than as permitted by any applicable terms and conditions, this agreement or applicable law; (d) failure to exercise reasonable judgment under the circumstances in relying on issuer services or certificates or (e) failure to perform any of the obligations as required in the terms and conditions related to the services.
9. No Warranty.
9.1 The Software is being delivered to you 'AS IS' and with ALL FAULTS. RED LIZARD SOFTWARE DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE OR OTHER THIRD PARTY OFFERINGS. EXCEPT TO THE EXTENT ANY WARRANTY, CONDITION, REPRESENTATION OR TERM CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, RED LIZARD SOFTWARE MAKES NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. The provisions of Section 9 and Section 10 shall survive the termination of this agreement, howsoever caused, but this shall not imply or create any continued right to use the Software after termination of this agreement.
9.2 You agree that the entire risk as to the quality and performance of the Software is borne by you.
10. Limitation of Liability.
IN NO EVENT WILL RED LIZARD SOFTWARE BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A RED LIZARD SOFTWARE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, OR CLAIMS. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. RED LIZARD SOFTWARE'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. Nothing contained in this agreement limits Red Lizard Software's liability to you in the event of death or personal injury resulting from Red Lizard Software's negligence or for the tort of deceit (fraud). Some jurisdictions do not allow the exclusion of incidental or consequential damages, so some of the terms above may not be applicable to you.
11. Export Rules.
You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the 'Export Laws'). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Syria, Sudan, Cuba, and North Korea) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this agreement.
12. Governing Law.
This agreement will be governed by and construed in accordance with the substantive laws in force in Australia. The courts of New South Wales, Australia shall have non-exclusive jurisdiction over all disputes relating to this agreement. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
13. General Provisions.
If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of this agreement, which shall remain valid and enforceable according to its terms. This agreement shall not prejudice the statutory rights of any party dealing as a consumer. This agreement may only be modified by a writing signed by an authorized officer of Red Lizard Software. Updates may be licensed to you by Red Lizard Software with additional or different terms. This is the entire agreement between Red Lizard Software and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
14. Notice to U.S. Government End Users.
For U.S. Government End Users, Red Lizard Software agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence shall be incorporated by reference in this agreement.
15. Compliance with Licenses.
If you are a business or organization, you agree that upon request from Red Lizard Software or Red Lizard Software's authorized representative, you will, within thirty (30) days, fully document and certify that use of any and all Software at the time of the request is in conformity with your valid licenses from Red Lizard Software.
If you have any questions regarding this agreement or if you wish to request any information from Red Lizard Software please use the address and contact information included with this product or via the web at www.redlizards.com to contact the Red Lizard Software office serving your jurisdiction.
Red Lizard Software and Goanna are either registered trademarks or trademarks of Red Lizard Software in Australia and/or other countries.
Copyright 2009 National ICT Australia Limited (NICTA). All Rights Reserved.
Patents pending in the Australia and/or other countries.