License Agreement

 

Software Licence Agreement for Purchased, Rental, and Demo Versions

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IMPORTANT – PLEASE READ THIS LICENCE AGREEMENT CAREFULLY. IT IS LEGALLY BINDING. DO NOT DOWNLOAD, INSTALL, ACCESS, OR USE THE LICENSED MATERIALS UNLESS:

1. YOU WILL USE THE LICENSED MATERIALS FOR YOUR OWN BENEFIT AND PERSONALLY ACCEPT, AGREE TO, AND INTEND TO BE BOUND BY THESE TERMS; OR

2. YOU ARE AUTHORISED TO, AND INTEND TO BE BOUND BY, THESE TERMS ON BEHALF OF YOUR COMPANY, ORGANISATION, OR OTHER LEGAL ENTITY.

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IF YOU DO NOT ACCEPT THESE TERMS, YOU CANNOT USE THE SOFTWARE.

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Licensor: Devotech Oceania Limited, a company organised under the laws of New Zealand.

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Licensee: the person, company, organisation, or other legal entity that downloads, installs, accesses, activates, or uses the Software, including any person accepting this Agreement on behalf of that entity.

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1. Definitions

“Software” refers to the Licensor’s proprietary computer program known as “Devotech iDAS” provided in object code form, including any associated libraries, catalogs, documentation, updates, and demo versions supplied by the Licensor.

“Demo Software” refers to a limited version of the Software provided solely for trial and evaluation purposes.

“Licensed Materials” means the Software, Demo Software, Rental Software, related documentation, libraries, catalogs, updates, licence keys, activation credentials, and any other materials supplied by or on behalf of the Licensor in connection with the Software.

“Rental Software” refers to a version of the Software licensed for use during a defined rental period agreed between the Licensor and the Licensee.

“Rental Period” refers to the period during which the Licensee is authorised to use Rental Software, as specified by the Licensor or agreed in writing between the parties.

“Evaluation Period” refers to the period during which the Licensee is authorised to use Demo Software for trial and evaluation purposes, as specified by the Licensor or agreed in writing between the parties.

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2. Licence Grant

2.1 Subject to the terms of this Agreement, the Licensor grants the Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to install, access, and use the Software within the applicable licence entitlement.

2.2 Rental Software may be used in a production environment and for commercial purposes only during the Rental Period.

2.3 Unless otherwise agreed in writing, the licence is granted for use by the number of authorised users, devices, seats, or licence entitlements specified by the Licensor. The Licensee must not exceed the applicable licence entitlement or permit access by unauthorised users.

2.4 Demo Software may be used internally during the Evaluation Period solely for evaluation, testing, demonstration, and trial purposes, at the Licensee’s own risk. Demo Software must not be used for production, revenue-generating, client deliverable, or other commercial purposes unless the Licensor expressly authorises such use in writing.

2.5 Where fees apply, the Licensee must pay all licence, rental, subscription, support, maintenance, renewal, and other fees specified by the Licensor or agreed in writing. Unless otherwise agreed in writing, all fees are non-refundable, exclude applicable taxes, and must be paid by the due date stated on the applicable invoice or order confirmation.

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3. Restrictions

3.1 The Licensee will not: (a) copy, modify, adapt, translate, or create derivative works of any part of the Software, except as expressly permitted by this Agreement; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, algorithms, or methods of operation of the Software, except to the extent permitted by law; (c) remove, obscure, or alter any trademark, logo, copyright, licence, or other proprietary notice; (d) provide, disclose, sell, assign, lease, lend, rent, sublicense, distribute, host, or otherwise make the Software available to any third party; (e) use the Software in a time-sharing, outsourcing, service bureau, managed service, or similar environment; or (f) bypass, disable, interfere with, or attempt to circumvent any licence control, entitlement, activation, security, or access-control mechanism.

3.2 The Licensee will use the Software in accordance with all applicable laws.

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4. Ownership

4.1 The Licensor retains all rights, title, and interest in and to the Software and all related intellectual property rights. This Agreement grants the Licensee a limited right of use without transferring title or ownership.

4.2 No rights are granted to the Licensee except as expressly set forth in this Agreement.

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5. Third-Party Components

5.1 The Software may include or interoperate with third-party software, libraries, services, file formats, platforms, or components. Such third-party materials may be subject to separate terms, licence conditions, availability constraints, or technical requirements, and the Licensor is not responsible for any third-party products or services except to the extent expressly required by law.

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6. Confidentiality

6.1 Each party (“Recipient”) will keep confidential and not disclose the other party’s (“Discloser”) non-public, proprietary information (“Confidential Information”) except to its employees and contractors who require access and are bound by confidentiality obligations at least as protective.

6.2 The above obligations do not apply to information that is: (a) already public through no breach; (b) lawfully received from a third party; (c) independently developed without reference to the Confidential Information; or (d) disclosed pursuant to law or court order (with prompt notice and cooperation for protective relief).

6.3 These obligations survive termination of this Agreement for three (3) years, except that obligations relating to trade secrets, source code, licence systems, pricing, technical information, product architecture, security mechanisms, and highly confidential commercial information will continue for as long as that information remains confidential.

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7. Evaluation Period and Termination

7.1 The Evaluation Period or Rental Period will commence on the date specified by the Licensor or, if no date is specified, on the date the Software is first activated, installed, accessed, or made available to the Licensee, and will continue for the applicable period unless terminated earlier in accordance with this Agreement.

7.2 Upon expiry or termination of the Evaluation/Rental Period, the Licensee will promptly discontinue all use of the Demo/Rental Software and destroy all copies of the Licensed Materials in their possession, custody, or control, and provide the Licensor with a written statement signed by an authorised representative certifying such destruction.

7.3 Clauses which by their nature should survive termination or expiry will survive, including clauses 2.5, 3, 4, 5, 6, 7.2, 9, 10, 11, 12, and 13.

7.4 Without prejudice to any other rights, the Licensor may terminate this Agreement and the Licensee’s right to use the Licensed Materials without liability upon written notice if the Licensee fails to comply with this Agreement. The Licensee must notify the Licensor promptly of any merger, acquisition, change of control, sale of substantially all assets, insolvency event, or liquidation, and the Licensor may require a new licence agreement or terminate this Agreement if continued use would materially change the licensed party or licence risk.

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8. Support and Updates

8.1 The Licensor is under no obligation to provide support, maintenance, or updates for Demo Software.

8.2 For purchased or rental Software, support, maintenance, updates, upgrades, training, implementation assistance, and professional services will only be provided if expressly included in the applicable order, support plan, maintenance plan, rental arrangement, or separate written agreement. The Licensor may charge additional fees for any support or services not expressly included.

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9. Warranties and Disclaimers

9.1 The Software is provided “as is” without any warranty, express or implied, including any warranties of acceptable quality, fitness for a particular purpose, or non-infringement.

9.2 The entire risk arising out of the use or performance of the Software remains with the Licensee.

9.3 Nothing in this Agreement excludes, restricts, or modifies any rights or remedies that cannot lawfully be excluded, restricted, or modified under applicable law.

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10. Limitation of Liability

10.1 To the maximum extent permitted by law, the Licensor’s total aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), statute, equity, or otherwise, will not exceed the amount paid by the Licensee for the Software giving rise to the claim during the twelve (12) months preceding the event giving rise to liability. Where the Licensor is required by law to provide a remedy, the Licensor may, at its option and to the extent permitted by law, repair or replace the Software, re-supply the relevant service, or refund the amount paid for the affected Software or service.

10.2 The Licensor will not be liable for any indirect, consequential, punitive, exemplary, or special damages, including lost profits, even if advised of the possibility.

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11. Governing Law and Dispute Resolution

11.1 This Agreement is governed by the laws of New Zealand, excluding its conflict of laws principles.

11.2 The parties submit to the non-exclusive jurisdiction of the New Zealand courts for all disputes arising out of this Agreement.

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12. General

12.1 No waiver will be effective unless in writing.

12.2 The Licensee may not assign, transfer, novate, or otherwise dispose of this Agreement or any rights or obligations under it without the Licensor’s prior written consent. Any attempted assignment without consent is void. The Licensor may assign this Agreement as part of a merger, reorganisation, sale of business, or transfer of substantially all relevant assets.

12.3 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable. If modification is not possible, the provision will be severed, and the remaining provisions will continue in full force and effect.

12.4 This Agreement constitutes the entire agreement between the parties relating to its subject and supersedes all prior communications.

12.5 Any variations to this Agreement must be in writing and signed by both parties.

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13. Verification

13.1 The Licensee acknowledges that the Licensor may use licence server, activation, entitlement management, usage verification, and anti-piracy mechanisms to administer the Software and verify compliance with this Agreement. The Licensor will not use such mechanisms to access the Licensee’s project files, design data, confidential client information, or unrelated user activity, except where required to investigate suspected unauthorised use or comply with applicable law.

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