Cydarm Free Trial User Agreement
1.1 Cydarm ("we", "our" or "us") operates the Cydarm software ("Software") and the website located at https://cydarm.com ("Site").
2. DEFINITIONS AND INTERPRETATION
2.1 In this Agreement:
"Agreement" has the meaning in clause 1.2;
"EULA" means this End User Licence Agreement;
"Free Trial Period" means the timeframe during which the user has access to the software;
"Intellectual Property Rights" means all present and future intellectual or industrial property rights (whether or not registered) throughout the world, including, without limitation, in respect of patents, copyright, moral rights, trade names, trade marks, logos, systems, circuit layout, designs, software, plant breeder's rights, domain names, trade secrets and confidential information;
"Material" means any information, data, source codes, drawings, content, text or images in any form (whether visible or not), audio recordings, video recordings, lists, sound, video, links, layout, look and feel, control features and interfaces contained on the Site, or otherwise displayed, uploaded or published on, or via, the Site;
"Registration Data" means information provided by you to us for the purposes of your registration to access certain sections of the Site and the Software including, but not limited to, your name and email address;
"Site" has the meaning in clause 1.1;
"Software" has the meaning given in clause 1.1;
"Update" has the meaning given in clause 3.3; and
"Your Content" has the meaning given in clause 7.2.
2.2 Any reference in this Agreement to the singular includes the plural, to any gender includes all genders, to any act or statute includes any Act or statute which supersedes, replaces or modifies any earlier Act or statute, to persons includes all bodies and associations both corporate and incorporated and vice versa. Paragraph headings are for reference purposes only and all references to clauses are to clauses in this Agreement unless otherwise specified.
3.1 Subject to the terms of our Agreement, we grant you a limited and nonexclusive Trial license (without the right to sublicense) to use the Software as a part of the Free Trial period. You are not permitted to transfer your rights and/or obligations under this Agreement, unless you have our prior written consent.
3.2 You agree not to, and you will not permit others to:
- license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Software or make the Software available to any third party,
- copy or use the Software for any purpose other than as permitted in this EULA,
- remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software, or
- modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Software (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact us and provide us with an opportunity to create such changes as are needed for interoperability purposes). You may not release the results of any performance or functional evaluation of any of the Software to any third party without our prior written approval for each such release.
3.3 We may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Software and related services ("Updates"). These may be automatically installed without providing any additional notice or receiving any additional consent. By continuing to use the Software after an Update, you will be taken to have consented to the Updates. If you do not want such Updates, then your remedy is to stop using the Software, and you must give notice of same to us.
4. TERM AND TERMINATION
4.1 This EULA and the license granted hereunder are effective on the date you first use the Software and shall continue for as long as you continue to use it, unless this EULA is terminated in accordance with its terms.
4.2 We may terminate this EULA at any time if you breach any of its terms.
4.3 You may terminate this EULA in the following circumstances:
- The Agreement is terminated;
4.4 Upon termination of this EULA, the license granted hereunder will terminate and you must stop all use of the Product Software, but all remaining terms of the EULA will remain in effect, after any such termination. Any termination of this EULA is without prejudice to any right, action, remedy which has accrued, or which may accrue in favour of us.
4.5 The Free Trial period shall be no longer than 30 days, unless an extension is granted by mutual agreement.
5. SITE USE
5.1 You warrant and represent that your access to, or use of, the Site is not unlawful or prohibited by any laws which apply to you. You understand and agree that any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities.
5.2 To access certain content on the Site, you must first become a member of the Site. To become a member of the Site you must open a membership account with us ("Account") by providing us with Registration Data.
5.3 You may not use one email address to register for multiple Accounts and you must not hold more than one Account at the same time. We reserve the right to refuse registration requests in our sole discretion.
5.4 You must keep your Account details up to date at all times and your Password confidential and secure.
5.5 You have sole responsibility for any activity that occurs on or via your Account. You must notify us immediately if you become aware of any security breach or any unauthorised use of your Password or Account.
5.6 We may, in our absolute discretion, terminate your Account, disable your Account or restrict your access to the Site (temporarily or permanently) where you have breached the Agreement or for any reasonable reason and at any time. Under these circumstances, you may be prevented from accessing all or parts of the Site, your Account details or any other content associated with your Account. We will not be liable to you or any third party if this occurs. We may impose limits or restrictions on the use you may make of the Site. Further, we may, for any reason, at any time and without notice to you, withdraw the Site, or change or remove Site functionality.
5.7 The Site may contain links to third party websites. Any links to such websites provided on the Site are for convenience only. We do not represent that we have any relationship with any linked websites nor recommend or endorse any goods, services or third party content appearing on, or via, other websites linked to this Site. We are not responsible for any loss or damage that may arise from your access to, and/or use of, third party websites, products and services. Additionally, we are not responsible for the content or privacy practices associated with linked websites. You should make your own enquiries before using and/or accessing third party websites.
5.8 You may not use the Site other than for its intended purpose. You agree that you will not engage in any activity that interferes with or disrupts the Site or the servers and networks that host the Site. You agree not to, circumvent, disable or otherwise interfere with security-related features of the Site or attempt to do so or otherwise interfere with, or restrict, any person or visitor from accessing or using the Site.
5.9 Unless otherwise expressly stipulated in this Agreement, you must not copy, adapt, distribute, display, reproduce or transmit any content displayed or published on the Site.
5.10 You must take your own precautions to ensure that the telecommunications equipment and computer systems used by you to access and use the Site and Software does not expose your telecommunications equipment and computer systems to any viruses, malicious computer code or other forms of interference which may damage your computer system. We accept no responsibility for any loss or damage to you or anyone else which may arise out of, or in connection with, your access to, and use of, the Site or Software.
6. LEGAL CAPACITY
6.1 Your continued use of the Site or Software is an acknowledgement by you that:
- you accept the Agreement and agree that you have entered into a binding legal contract with us in relation to the Agreement.
7. INTELLECTUAL PROPERTY
7.1 You acknowledge that we or our licensors are the owners of all Intellectual Property Rights in the Site and in all Material published on the Site, and we retain all rights, title and interest in the Site and Material (including Intellectual Property Rights contained therein) irrespective of any licence we may grant to you to access, and use, the Site.
7.2 By uploading, posting, transmitting or otherwise making available any content or material via the Site or Software ("Your Content"), you:
- grant to us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable and sub-licensable licence to use, publish, reproduce and otherwise exploit Your Content in any form for any purpose and unconditionally waive any moral rights that you might have in respect of Your Content; and
- represent and warrant that you either own the Intellectual Property Rights in Your Content or have the necessary permission to upload, post, transmit or otherwise make available Your Content via the Site or Software.
7.3 We reserve the right to terminate any licence granted to you under the Agreement and/or remove any of Your Content from the Site, at any time, for any reason and without notice to you.
7.4 You agree that you will not modify or copy the layout or appearance of the Site or Software nor any computer software or code contained in the Site, and that you will not decompile, disassemble, reverse engineer or otherwise attempt to discover, interfere with or access any source code related to the Site.
7.5 You must not establish a link to the Site in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to the Site from any website that is not owned by you. This Site must not be framed on any other website, and you must not create a link to any part of this Site other than the home page. We reserve the right to withdraw linking permission at any time without written notice.
8.1 You agree to indemnify us and our officers, directors, employers or contractors (collectively, the "Indemnified") and to keep indemnified and hold harmless the Indemnified from and against any and all actions, claims, demands, losses, damages, taxes, liabilities, costs and/or expenses that may be incurred by, or sustained by, the Indemnified arising out of, or in connection with, your access to, and use of, the Software, Site, or any breach by you of our Agreement.
9.1 To the maximum extent permitted by law, we exclude all:
- conditions, guarantees or warranties expressed or implied by law; and
- any liability to you however arising (and whether arising under statute, negligence or otherwise) for any personal injury or death to you or any third person, or for any special, direct, indirect or consequential loss or damage (including, but not limited to, loss of income or revenue, loss or interruption of business, loss of profits, revenue or contracts, loss of anticipated savings, loss of data, loss of use, loss of privacy or loss of goodwill),
arising out of, or in connection with, access or use of the Site, Software or our Agreement.
9.2 Without limiting the generality of the foregoing, you agree that in no event shall our maximum aggregate liability exceed AUD $1,000.
9.3 To the maximum extent permitted by law, all typographical, clerical or other errors or omissions in information issued by us may be corrected without any liability on our part.
9.4 Nothing contained in the Agreement excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, state or territory legislation where to do so is unlawful.
9.5 You acknowledge and agree that the limitations of liability contained in this clause are a fair and reasonable allocation of the commercial risk between the parties.
11.1 Although we do our best to provide the most up to date information via the Site and Software as this becomes available, we cannot warrant the accuracy or completeness of the information provided.
11.2 Any provision of the Agreement which is void or unenforceable may be severed from the Agreement without affecting the enforceability of other provisions.
11.3 A failure or delay by us to exercise a power or right under the Agreement does not operate as a waiver of that power or right, and the exercise of a power or right by us does not preclude our future ability to exercise that or any other power or right.
11.4 This EULA is governed by, and must be construed according to, the law of the State of Victoria, Australia and the parties submit to the exclusive jurisdiction of the courts in that State.