365 Notify License Agreement
BY DOWNLOADING, INSTALLING, REGISTERING OR OTHERWISE USING THE PRODUCT IDENTIFIED ABOVE AND/OR ITS RELATED MATERIALS, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT
1. Restricted Uses. You will not
1.1. distribute, license, loan, or sell the Software or other content that is contained or displayed in it,
1.2. modify, alter, or create any derivative works from the Software,
1.3. reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software,
1.4. remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software.
2. Permitted Uses
2.1. Installation. You may install and use the Software solely for internal business evaluation only.
3. No Warranty
3.1. “As-Is”. The 365 Notify Solution is provided “as is,” with all faults, defects, bugs, and errors.
3.2. No Warranty. Unless otherwise listed in this agreement,
(a) 365 Mechanix Pty Ltd does not make any warranty regarding the 365 Notify Solution, which includes that
(b) 365 Mechanix Pty Ltd disclaims to the fullest extent authorized by Law any and all other warranties, whether express or implied, including any implied warranties of title, non-infringement, quiet enjoyment, integration, merchantability or fitness for a particular purpose.
4. Intellectual Property. 365 Mechanix Pty Ltd will retain exclusive interest in and ownership of its Intellectual Property rights in and to the Software and expressly reserves all rights not expressly granted under this agreement.
5.1. Consent. Neither party will use the other party’s name, logo, or trademarks, or issue any press release or public announcement regarding this agreement, without the other party’s written consent, unless specifically permitted under this agreement or required by Law.
5.2. Cooperation. The parties shall cooperate to draft all appropriate press releases and other public announcements relating to the subject matter of this agreement and the relationship between the parties.
5.3. No Unreasonable Delay. The parties will not unreasonably withhold or delay their consent to press releases or public announcements.
6.1. Indemnification by You. You (as an indemnifying party) shall indemnify 365 Mechanix Pty Ltd (as an indemnified party) against all losses and expenses in connection with any proceeding arising out of
(a) You’s use of the Software, and
(b) You’s unauthorized customization, modification, or other alterations to the Software, including claims that its customization, modification, or other alterations infringe a third party’s Intellectual Property rights,
6.2. Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses in connection with any proceeding arising out of the indemnifying party’s willful misconduct or gross negligence.
6.3. Notice and Failure to Notify
(a) Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall
(i) notify the indemnifying party of the indemnifiable proceeding, and
(ii) deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
(b) Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party’s failure.
6.4. Exclusive Remedy. The parties’ right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section INDEMNIFICATION.
7. Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.
8. General Provisions
(a) Affirmative Waivers. Neither party’s failure or neglect to enforce any rights under this agreement will be deemed to be a waiver of that party’s rights.
(b) Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.
(c) No General Waivers. A party’s failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.
(d) No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.