Warning: Permission to use the ypldapd Runtime Software (“ypldapd Runtime”) and documentation is conditional upon you, the Customer, agreeing to the terms set out below. Do not install ypldapd Runtime until you have read and accepted all the terms of this licence. Installation of ypldapd Runtime will be deemed to be your acceptance of the following terms. If you do not wish to accept these terms either (a) return this package to PADL Software Pty. Ltd ACN 085 895 585 within fourteen (14) days of purchase or (b) do not install ypldapd Runtime and notify PADL Software within fourteen (14) days of purchase that you wish a refund; and any licence fee you may have paid will be refunded to you.
Licence. The copyright in ypldapd Runtime and its documentation is owned by PADL Software Pty. Ltd ACN 085 895 585 ("PADL Software"). Subject to the terms of this licence you are granted a non-exclusive right to install and use ypldapd Runtime on a single machine and make a single copy of ypldapd Runtime for backup purposes only. PADL Software may, if all licence fees have been paid in full and at its sole discretion, from time to time, provide you with codes to enable you to use ypldapd Runtime.
Your obligations. You hereby undertake: not to copy, reproduce, translate, adapt, vary, modify, decompile, disassemble, reverse engineer, create derivative works of, modify, sub-license, rent, lease, loan or distribute ypldapd Runtime or its documentation other than as expressly authorized by this licence; not to use ypldapd Runtime for or in connection with a service bureau operation; to supervise and control the use of ypldapd Runtime in accordance with the terms of this licence; to ensure that your officers, employees, sub-contractors and other agents who have authoresses access to ypldapd Runtime are made aware of the terms of this licence; not to provide or otherwise make available ypldapd Runtime in any form to any person; and to advise PADL Software in writing within seven (7) days of you becoming aware of any person using ypldapd Runtime who is not licensed by PADL Software to do so. You acknowledge that copyright subsists in ypldapd Runtime and any documentation and belongs to PADL Software. You shall not during or any time after the expiry or termination of this licence permit any act which infringes that copyright. You shall indemnify PADL Software fully against all liabilities, costs (on a solicitor and own client basis) and expenses, which PADL Software may incur to a third party as a result of your breach of any of the provisions of this agreement.
Support. PADL Software may from time to time make available support services and other assistance in relation to ypldapd Runtime. Should you wish to use such services then you agree to pay the then published rates of PADL Software in relation to such services which are supplied pursuant to the terms and conditions set out in this agreement. Any period of support notified in the published rates shall be automatically renewed unless either a party advises the other party in writing or by e-mail that it does not intend to continue with such support prior to the expiration of the term. PADL Software reserves the right to suspend the provision of services unless its accounts are promptly paid.
Upgrades. Other than that set out under Support, nothing in this agreement imposes an obligation on PADL Software to rectify any software or documentation errors in ypldapd Runtime or to provide you with any corrections, modifications, enhancements or other form of upgrades in relation to ypldapd Runtime.
Disclaimer and acknowledgments. You acknowledge that: Supplied with ypldapd Runtime are certain operating instructions and a failure to follow these instructions carefully could result in ypldapd Runtime not operating correctly; You should carefully check the operation of ypldapd Runtime in your environment for any anomalies. ypldapd Runtime is licensed to you on the understanding that, subject to the warranties below, PADL Software is not responsible for the operation of ypldapd Runtime.
Limited Warranty. PADL Software warrants that ypldapd Runtime will comply with its published documentation from time to time. PADL Software shall replace or replace ypldapd Runtime subject to notification of the defect within thirty (30) days of the date of the commencement of this licence and this shall be your sole remedy for any such defect. ypldapd Runtime and any documentation are provided “AS IS” and all warranties whether express, implied, statutory or otherwise, relating in any way to the subject matter of this agreement or to this agreement generally, including without limitation, warranties as to: quality; fitness; merchantability; correctness; accuracy; reliability; correspondence with any description or sample, meeting your or any other requirements; uninterrupted use; compliance with any relevant legislation and being error or virus free are excluded. Where any legislation implies in this agreement any term, and that legislation avoids or prohibits provisions in a contract excluding or modifying such a term, such term shall be deemed to be included in this agreement. However, the liability of PADL Software for any breach of such term shall if permitted by that legislation be limited, at PADL Software’s option, to any one or more of the following: if the breach related to goods: the replacement of the goods or the supply of equivalent goods; the repair of such goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; and if the breach relates to services: the supplying of the services again; or the payment of the cost of having the services supplied again.
Limitation of Liability. Except for personal injury (including sickness and death) and the Limited Warranty and to the extent permitted by law, PADL Software shall not be under any liability (contractual, tortious or otherwise) to you in respect of any loss or damage (including, without limitation, consequential loss or damage) howsoever caused, which may be suffered or incurred or which may arise directly or indirectly in respect to the supply of goods or services pursuant to this agreement or the act, failure or omission of PADL Software.
Duration. The licence commences upon payment of the licence fee and is granted in perpetuity, but may be terminated without notice in the following circumstances: if you breach any term of this agreement; if you become the subject of insolvency proceedings; if you, being a firm or partnership, are dissolved; or if you destroy ypldapd Runtime and documentation for any reason. Upon termination, you or your representative shall destroy any remaining copies of ypldapd Runtime and documentation or otherwise return or dispose of such material in the manner directed by PADL Software. Termination pursuant to this clause shall not affect any rights or remedies, which PADL Software may have otherwise under this licence or at law.
Licence Fees. To the extent permitted by law, the licence fee does not include any taxes, charges, levies or duty which may be payable on the supply of such goods and services including without limitation any GST, stamp duty or otherwise. To the extent permitted by law, you are responsible for such taxes, charges, levies and duties.
Assignment. You may only transfer all your rights and obligations under this licence to another party if you supply to the transferee a copy of this agreement, the licence information and all other documentation including proof of ownership and the original supply diskettes or media unaltered in any way. Your licence is then terminated. If ypldapd Runtime is licensed in multiples of two or more (for example a pack) it may only be transferred in its entirety. Individual licenses to such components cannot be transferred.
Waiver. Failure or neglect by PADL Software to enforce at any time any of the provisions of this agreement shall not be construed or deemed to be a waiver of PADL Software’s rights under this licence.
Severability. If any provision of this agreement is held invalid, unenforceable or illegal for any reason, this agreement shall remain otherwise in full force apart from such provision or part provision, which shall be deemed, deleted.
Entire Agreement. This agreement constitutes the entire agreement between the parties for the subject matter referred to in this agreement. Any prior arrangements, agreements, representations or undertakings are superseded. No modification or alteration of any clause of this agreement will be valid except in writing signed by each party.
Governing law. This agreement will be governed by and construed according to the law of the State of Victoria, Australia. The parties irrevocably submit to the exclusive jurisdiction of the Courts of Victoria, Australia. This agreement is deemed to have been made in Victoria, Australia.