TSG and The Spectral Assistant Licence Terms
TSG is developed and owned by CSIRO,
and marketed and distributed under licence
by AusSpec International Pty Ltd.,
© 1998 Commonwealth Scientific and Industrial Research Organisation (CSIRO).
'The Spectral Geologist', 'TSG', 'The Spectral Assistant' and 'TSA' are all
registered trademarks of CSIRO.
Licence:
Subject to your payment of the
applicable licence fees, AusSpec grants you a non-exclusive and
non-transferable licence to use one or more of the following software
products as selected by you:
-
The
Spectral Geologist Pro (TSG Pro)
-
The
Spectral Geologist Lite (TSG Lite)
-
The
Spectral Geologist Core (TSG Core)
-
The
Spectral Geologist Viewer (TSG Viewer); and
-
The
Spectral Assistant®
(“Licensed
Software”) and all attached and related documentation and materials
(“Documentation”) Hardware Keys and Node Locks provided to you for use
only on a single computer accessible by only one user at a time. The
licence commences on payment of the licence fee and continues unless and
until terminated by notice from AusSpec following your failure to remedy
a breach of these Licence Terms or otherwise by notice from AusSpec.
This licence will terminate automatically if you become subject to any
form of insolvent administration.
Ownership:
You acknowledge that all
intellectual property rights in the Licensed Software and Documentation
are owned by and will continue to be owned by CSIRO. The Licensed
Software and Documentation are provided to you by or on behalf of
AusSpec under licence from CSIRO. The Hardware Key and Node Lock is
supplied to you by AusSpec under licence from third party suppliers.
Licence fee:
You must not use the Licensed
Software or Documentation until you have paid the licence fee. Payments
by cheque will be deemed paid upon clearance of the cheque.
Inherent
Defects: You accept that the
Licensed Software may have inherent defects, errors or deficiencies.
CSIRO and AusSpec do not warrant the performance of the Licensed
Software or that it is error-free or virus-free. You are responsible for
ensuring that the Licensed Software is suitable for your own use or
purposes, including compatibility with your computer programs and
equipment. You assume all risk of any loss or damage resulting from your
downloading or installing the Licensed Software on your equipment and
from your use of or inability to use the Licensed Software.
Licence
restrictions: You must not
sell, loan, rent, transfer or sub-licence the Licensed Software, the
Documentation or your rights under these Licence Terms without the prior
written consent of AusSpec. You must not allow access to the Licensed
Software or Documentation by multiple users at any time through
networking arrangements or otherwise.
You must not, and
must not allow or cause a third party, to:
(a) decompile,
disassemble, reverse engineer, copy or modify the Licensed Software or
the Documentation; OR
(b) use the whole
or any part of the Licensed Software or Documentation to assist in the
development of a similar or competitive product; OR
(c) adapt, extend
or make any improvements to the Licensed Software; OR
(d) allow the
Licensed Software to be combined with or incorporated into other
software; OR
(e) use the
Licensed Software or Documentation other than as provided in these
Licence Terms.
You may make one
copy of the Licensed Software for backup or archival purposes. You must
take appropriate measures to prevent unauthorised use or access to the
Licensed Software and Documentation. You must keep the Hardware Key
secure at all times and only allow it to be used with the Licensed
Software and by your own employees. You must not remove, alter or
otherwise interfere with any copyright notice, warning or disclaimer
statement affixed to, incorporated in or otherwise applied in connection
with the Licensed Software.
No infringement:
You must not do or allow any
other person to do anything which would infringe the intellectual
property rights (including copyright, and rights in respect of trade
marks, patents, confidential information and trade secrets) of CSIRO in
the Licensed Software and Documentation, and of any third party supplier
in the Hardware Keys or Node Locks.
No Use of CSIRO
name: You must not use the
name, any trade mark or logo of CSIRO to claim any sponsorship,
endorsement, approval or affiliation or other association with CSIRO by
virtue of the licence granted to you by AusSpec under these Licence
Terms.
Loss of or
damage to the Hardware Key:
Should you lose the Hardware Key, you may request AusSpec to arrange for
a replacement Hardware Key to be provided to you. Before the Hardware
Key is replaced, AusSpec must be satisfied that the Hardware Key is
irretrievably lost. AusSpec may require you to provide a Statutory
Declaration setting out the circumstances of the loss. You must pay a
fee of $2,000 plus GST for each Hardware Key replaced.
Instead of a
replacement Hardware Key, you may be provided with a Node Locked version
of the Licensed Software to be installed on a particular computer only.
In the case of a damaged Hardware Key, you must pay a fee of $150 plus GST for the provision of a new Hardware Key upon the return of the
damaged Hardware Key.
Liability:
To the extent permitted by
law, AusSpec and CSIRO exclude all terms, conditions, warranties and
representations relating to the Licensed Software, the Documentation,
Hardware Keys and Node Locks. Nothing in these Licence Terms will
exclude, restrict or modify any term, condition, warranty, right or
remedy implied or imposed by any statute or regulation to the extent
that it cannot be lawfully excluded, restricted or modified. If any
term, condition or warranty is implied into these Licence Terms under a
statute or regulation and cannot be excluded, the liability of AusSpec
and CSIRO for a breach of that term condition or warranty will be
limited at their discretion to the replacement of the Licensed Software,
Documentation, Hardware Key and Node Lock (as the case requires).
Subject to this clause, neither AusSpec nor CSIRO will be liable in
contract or tort (including negligence) or otherwise for any loss or
damage (including indirect or consequential loss or damage) however
caused, which may be suffered, or incurred or which may arise directly
or indirectly in respect of the use of, or inability to use, the
Licensed Software, Documentation, Hardware Keys or Node Locks.
Assignment:
You are not permitted to
assign or sub-license any of your rights or transfer your obligations
under these Licence Terms.
Disputes:
If any dispute arises in connection
with these Licence Terms, you agree to first negotiate in good faith
with a senior officer of AusSpec to resolve it. If the dispute is not
resolved by negotiation within 30 days, you agree to refer the matter to
Australian Commercial Dispute Centre Limited (“ACDC”) for resolution by
mediation in accordance with the ACDC Guidelines on Mediation. Nothing
in this clause prevents a party from seeking urgent injunctive,
interlocutory or declaratory relief.
Termination:
Upon termination of the
licence, you must:
(a) immediately
cease using the Hardware Key, the Node Lock, the Licensed Software and
any backup copies of the Licensed Software;
(b) return to
AusSpec or CSIRO (as AusSpec nominates) the Hardware Key, Node Lock,
Licensed Software and Documentation including all copies made of them or
held by you, including any part of the Licensed Software included in
derivative software products;
(c) destroy all
backup copies of the Licensed Software made or held by you;and
(d) at all times
thereafter strictly maintain the confidentiality of the Licensed
Software and Documentation and not permit the disclosure of the Licensed
Software or Documentation to any third person.
Entire
agreement: These Licence
Terms record the entire agreement between AusSpec and you in connection
with their subject matter and replace all earlier agreements,
representations and understandings on the same subject matter. All
international conventions that might import contractual terms into these
Licence Terms are excluded, including the United Nations Convention on
Contracts for the International Sale of Goods 1980.
Governing Law:
This Agreement will be
governed by and construed in accordance with the laws of the State of
New South Wales, Australia and the parties submit to the non-exclusive
jurisdiction of the courts situated in that State.
Meaning of Words
used in these Licence Terms:
CSIRO
means the Commonwealth Scientific
and Industrial Research Organisation, a body corporate established under
the Science and Industry Research Act 1949 (Cth).
Hardware Key
means the plug in USB
hardware key which you will be given to verify your access to the
Licensed Software on the computer on which the Software is installed.
Node Lock
means a software key which allows
the Software to be installed only on a specified computer and prevents
its installation on any other computer.
