Univocity License Agreement
===========================

TERMS AND CONDITIONS

  1. ACCEPTANCE

     1.1. These Terms and Conditions (Terms) form the agreement (Agreement)
          between Univocity Software Pty Ltd trading as Univocity
          ABN 37165465501 (referred to as "Univocity", "we" or "us") and the
          user (referred to as "the User" or "you"), collectively referred to as
          the Parties or each a Party.

     1.2. Univocity owns all software packages (Software) available for download
          at www.univocity.com (Site).

     1.3. The User wishes to use the Software.

     1.4. This Agreement sets out the Terms upon which Univocity has agreed to
          grant a license to the User to use the Software.

     1.5. These Terms are binding on any use of the Software and apply to the
          User from the time that Univocity provides the user with the required
          license (License) to use the Software.

     1.6. By using our Software or obtaining a License, you acknowledge that you
          have read and understood these Terms and you have the authority to act
          on behalf of any person or entity for whom you are using the Software,
          and you are deemed to have agreed to these Terms on behalf of any
          entity for whom you use the Software.
 
  2. SOFTWARE

     2.1. Univocity grants the User the right to download and use the Software
          with the particular license available to the User according to the
          license type. This right is a non-exclusive, non-transferable, and
          limited by and subject to this Agreement.

     2.2. Univocity may, upon request by the User, customize the Software to
          meet the particular needs of the User. It is at our sole discretion,
          whether or not we customize the Software for you. If we agree to
          customize the Software for you, an agreement will be drafted between
          Univocity and you, outlining the terms and conditions for doing so.

     2.3. The Software operates within the User's computing system (End User
          System). The Software is a library which provides a framework for
          developing software solutions using JAVA.

     2.4. The Software is provided to you with a specification along with
          instructions on how to configure and use the Software. To use the
          Software, the User must first integrate the Software into their
          computing systems through configuration and other components developed
           by the User.

     2.5. Software components developed by the User and the Software provided by
          Univocity will have to be integrated to enable our Software to run.
          The Software provided by Univocity is part of a software solution
          which is dependent on how the Users own software components behave.

     2.6. Univocity will provide you with updates for the Software (Software
          Updates) in accordance with the form of Upgrade Support outlined in
          this Agreement. Software Updates will be valid only while your License
          is valid.

  3. ACCOUNT AND LICENSE

     3.1. The License you will receive is the License as outlined in this
          Agreement.
     
     3.2. The Site requests you to provide personal information for registration
          purposes. This personal information includes your name, company
          details, email address, residential or office address, username and
          password.
     
     3.3. Univocity agrees to grant to the User a perpetual, royalty free,
          worldwide, irrevocable, non-exclusive, non-transferable License to use
          the Software. You have no right to grant a sub-license.
     
     3.4. The License is perpetual.
     
     3.5. To use the Software, the User must have a License, which must be
          obtained on our Site and activated by our Software.
     
     3.6. A License will be generated for the computer that the Software will be
          executed on.
     
     3.7. You will be required to pay a set fee for each License (License Fee)
          as set out on our Site.
     
     3.8. The User is encouraged to obtain a Trial License, to determine whether
          the Software is suitable for their needs, prior to the purchase of a
          License.
     
     3.9. The License is valid only for one computer at a time. A new License
          must be purchased for each additional computer from our Site.
     
     3.10. We will provide the License details to you via email.
     
     3.11. The License can be transferred to a new user, computer or a new
           computing system multiple times. You will have to reassign the
           licenses from our Site.
     
     3.12. No License, with Trial Licenses excepted, will be sent to the User
           until payment is confirmed.
     
     3.13. Each License comes with one year upgrade support which allows you to
           upgrade to newer versions of the Software for a period of one year
           from the License purchase date. If you wish to continue upgrading the
           Software, you must renew the License by making appropriate payment
           for renewal. This payment can be made prior or after expiration,
           but you will not be able to access the updated version of the
           Software until payment is received.
 
  4. PAYMENT

     4.1. When purchasing a License, the User will agree to pay the License Fee
          as required.

     4.2. The User may make payment by way of direct transfer or credit card.
          We will provide you with our bank details.
 
  5. TERMINATION

     5.1. Prior to purchasing an License, the User is encouraged to evaluate the
          Software by obtaining a Trial License.
     
     5.2. The Trial License will automatically expire after 14 days.
     
     5.3. We may terminate the Terms immediately, in our sole discretion, if:
     
        (a) you breach any of these Terms and do not remedy the breach within
            30 days after receiving notice of the breach if the breach is
            capable of being remedied;

        (b) if we reasonably suspect that you are attempting to reverse engineer
            the Software that is provided to you;

        (c) we consider that a request for a License is in appropriate, improper
            or unlawful;

        (d) if you fail to provide us with clear or timely instructions to
            enable us to provide you with a License;

        (e) we consider that our working relationship has broken down including
            a loss of confidence and trust; or

        (f) for any other reason outside our control which has the effect of
            compromising our ability to provide you with the required Software
            or License within a required timeframe.
     
     5.4. Event after termination, we will retain your documents (including
          copies) as required by law or regularity requirements. Your express or
          implied agreement to the Terms constitutes your authority for us to
          retain or destroy documents in accordance with the statutory periods,
          or on termination of these Terms.

  6. USER OBLIGATONS

     6.1. The User warrants that all information provided to Univocity is true,
          accurate and complete.

     6.2. You acknowledge and agree that:

       (a) you are authorized to use the Software and the Site and to access any
           information or data that you input (Data) into the Software and/or
           the Site, including any Data which has been inputted into the
           Software and/or Site by any person you have authorized to do so;

       (b) the Software and the Site must only be used for your own lawful
           internal business purposes, in accordance with these Terms;

       (c) all usernames and passwords required to access the Site are kept
           secure and confidential;

       (d) if there is any unauthorized use of your passwords or any other
           breach of security, you will immediately notify Univocity of such
           activity;

       (e) the Software operates within the End User System and so the
           reliability of the Software is dependent upon the User's
           configuration, implementation and testing of the Software;

       (f) it is the responsibility of the User to configure, implement and test
           the Software to ensure that it works on the computer for which the
           Software is executed;

       (g) it is the responsibility of the User to determine that the Software
           meets the needs of the User and their business, and is suitable for
           the purposes for which the Software is used; and

       (h) the Trial License is available to each User to evaluate the Software
           and determine its suitability and compatibility with User development
           environment and systems and its suitability for the User's needs,
           prior to purchasing a License.

     6.3. You may use the Software and the Site on behalf of others or in order
          to provide services to others but if you do so you must ensure that
          you are authorized to do so and that all persons for whom or to whom
          services are provided comply with and accept all terms of this
          Agreement that apply to you.

     6.4. Univocity has no responsibility to any person or entity other than you
          and nothing in this Agreement confers, or purports to confer, a
          benefit on any person or entity other than you. If you use the
          Software on behalf of or for the benefit of anyone other than yourself
          you agree that:

       (a) you are responsible for ensuring that you have the right to do so;

       (b) you are responsible for authorizing any person who is given access to
           your Data, and you agree that Univocity has no obligation to provide
           any person or entity with access to such Data without authorization
           from you and may refer any requests for access to the Data to you to
           address; and

       (c) you will indemnity Univocity against any claims or loss relating to
           Univocity's refusal to provide any persons with access to your Data
           in accordance with these Terms and Univocity making Data available to
           any person with authorization from you.

     6.5. The use of the Software is at the User's own risk.

     6.6. You remain solely responsible for complying with all applicable laws.
          It is your responsibility to ensure that the storage of and access to
          your Data via the Software and/or the Site comply with laws which are
          applicable to you, including any laws requiring you to retain records
          of your Data.

     6.7. Each User must have their own safeguards and back up processes in
          place to recover from any failures or loss of Data which might occur
          whilst using the Software.
  
  7. PROHIBITED USE

     7.1. You acknowledge and agree that you will not:

       (a) attempt to circumvent or disable the Software or any technology
           features or measures in the Software by any means or in any manner;

       (b) attempt to modify, copy, adapt or reproduce the Software except as
           necessary to use it for normal operation;

       (c) attempt to decompile, disassemble, reverse engineer, or otherwise
           attempt to derive the source code for the Software;

       (d) distribute, encumber, sell, rent, lease, sublicense, or otherwise
           transfer, publish or disclose the Software to any third party (except
           as permitted under this Agreement);

       (e) remove or alter any trademark, logo, copyright or other proprietary
           notices, legends, symbols or labels in or on the Software or used in
           connection with the Software;

       (f) use the Software in any manner to aid in the violation of any third
           party Intellectual Property, including but not limited to another's
           copyrights, trade secrets, and patents;

       (g) take any action that interferes, in any manner, with Univocity's
           rights with respect to the Software;

       (h) attempt to undermine the security or integrity of Univocity's
           computing systems or where the Software is hosted by a third party,
           that third party's computing systems and networks;

       (i) use, or misuse, the Software in any way which may impair the
           functionality of the Software or Site, or other systems used to
           deliver the Software or impair the ability of any other user to use
           the Software or Site,

       (j) attempt to gain unauthorized access to any materials other than those
           to which you have been given express permission to access or to the
           computer system on which the License for the Software is executed;
           and

       (k) transmit, or input into the Software or Site, any files that may
           damage any other person's computing devices or software, content that
           may be offensive, or material or Data in violation of any law
           (including any content protected by copyright or trade secrets which
           you do not have the right to use).

     7.2. In addition, title, ownership rights and intellectual property rights
          in and to any content displayed on the Site or in the Software, or
          accessed through the Site or the Software, are the property of the
          applicable content owner and may be protected by applicable copyright
          or other law. This Agreement gives you no rights to such content.

     7.3. You acknowledge that any breaches of this clause may lead to
          termination of this Agreement.

  8. CONFIDENTIAL INFORMATION

     8.1. Subject to clause 8.2, the User agrees:

       (a) not to disclose the Confidential Information to any third party at
           any time;

       (b) to use its best endeavors to protect the Confidential Information
           from any unauthorized disclosure;

       (c) only to use the Confidential Information for the purpose for which it
           was disclosed by Univocity and not for any other purpose; and

       (d) to be responsible for and assume liability in relation to all of its
           employees, agents, consultants and contractors to whom Confidential
           Information is disclosed and ensure that they maintain the
           confidentiality of the Confidential Information and otherwise comply
           with the obligations set out in this Agreement.

     8.2. The User's obligations set out in sub-clause 1 do not apply to
          Confidential Information:

       (a) that is already in the public domain, except as a result of the
           actions of the User in breach of any of the Terms of this Agreement;

       (b) received from a third party, except where there has been a breach of
           confidence;

       (c) that must be disclosed by law, provided that the Users reveals only
           so much of the Confidential Information as the User is required by
           law to disclose and gives sufficient notice to Univocity in order to
           allow Univocity to object to, or otherwise prevent, the Confidential
           Information being disclosed.

     8.3. This clause 8 will survive termination of this Agreement.
 
  9. PRIVACY POLICY

     9.1. We agree to comply with the legal requirements of the Australian
          Privacy Principles as set out in the Privacy Act 1988 (Cth) and any
          other applicable legislation or privacy guidelines, as set out in our
          Privacy Policy which is available on our Site.

     9.2. You will be taken to have read the terms of the Privacy Policy when
          you accept these Terms.

  10. INTELLECTUAL PROPERTY

     10.1. Title to, and all Intellectual Property rights in the Software, the
           Site, and any documentation relating to the Software, remain the
           property of Univocity and its licensors.

     10.2. In the event that Univocity offers services to customize, modify
           and/or enhance any Software licensed by the User, or to develop
           programs, software or materials related to such Software, the User
           may contract with Univocity to provide any such services in a
           separate agreement. If the Parties contract for any such services:

       (a) the Parties shall do so via a validly executed agreement; and

       (b) all items produced via such customization, modification and/or
           enhancement services are software products owned by Univocity and all
           Intellectual Property rights remains with Univocity.

     10.3. Title to and all Intellectual Property rights in any data you input
           into the Software remain your property. However, your continued use
           of the Software is contingent on full payment of your License Fee.
           You will still have access to your data after your License expires.

     10.4. You grant Univocity a license to use, copy, transmit, store, and
           back-up your information and data for the purposes of enabling you to
           access and use the Software and for any other purpose related to
           provision of services to you.

     10.5. It is the responsibility of the User to maintain copies of all data
           which is inputted into the Software. Univocity will use its best
           endeavors to prevent data loss, including backing up files created by
           Univocity, executing database operations in transactions and
           providing logging options to monitor how the data is being processed,
           but does not make any guarantees that there will be no loss of data.

     10.6. If the User enables third-party applications for use in conjunction
           with the Software, the User acknowledges that Univocity may allow the
           providers of those third-party applications to access any inputted
           data as required for the interoperation of such third-party
           applications with the Software. Univocity is not responsible for any
           disclosure, modification or deletion of data resulting from any such
           access by third-party application providers.

  11. SUPPORT

     11.1. Univocity can provide paid support services to the User. If you
           require technical support, please contact Univocity at
           [email protected].

     11.2. Univocity provides different levels of support as outlined on the
           Site.

     11.3. You acknowledge and agree that no support is provided for Trial
           Licenses.

     11.4. Whilst Univocity intends that the Site should be available on a
           full-time basis, it is possible that the Site is unavailable to due
           to maintenance or other development activity.

  12. FEEDBACK AND DISPUTE RESOLUTION

     12.1. Your feedback is important to us.  We seek to resolve your concerns
           quickly and effectively. If you have any feedback or questions about
           our Services, please contact Univocity at [email protected].

     12.2. If there is a dispute between the Parties in relation to these Terms,
           the Parties agree to the following dispute resolution procedure:

       (a.i) The complainant must tell the respondent in writing, the nature of
             the dispute, what outcome the complainant wants and what action the
             complainant thinks will settle the dispute. The Parties agree to
             meet in good faith to seek to resolve the dispute by agreement
             between them (Initial Meeting).

       (a.ii) If the Parties cannot agree how to resolve the dispute at the
              Initial Meeting, any Party may refer the matter to a mediator. If
              the parties cannot agree on who the mediator should be, the
              complainant will ask the Law Society of South Australia to appoint
              a mediator. The mediator will decide the time and place for
              mediation. The Parties must attend the mediation in good faith,
              to seek to resolve the dispute.

     12.3. Any attempts made by the Parties to resolve a dispute pursuant to
           this clause are without prejudice to other rights or entitlements of
           the Parties under these Terms, by law or in equity.

  13. LIMITATION OF LIABILITY AND DISCLAIMERS

     13.1. Univocity and the User agree that Univocity's liability for the
           services provided via the Site, Software and License is governed
           solely by the Australian Consumer Law to the extent applicable, and
           this Agreement.

     13.2. You acknowledge that whilst Univocity will take reasonable steps to
           ensure that the Software will work for you, Univocity gives no
           guarantees that:

       (a) the Software will meet your requirements as the functionality of the
           Software is dependent upon configuration provided by the End User,
           their systems and other software and hardware components;

       (b) the Software will work in each scenario; and

       (c) the Software can be executed in conjunction with every software
           developed by the User, application services or operating systems, as
           it is impossible to test each variant.

     13.3. The Software uses other libraries which are provided without any sort
           of warranties, and Univocity cannot ensure that these libraries are
           provided free of defect.

     13.4. Univocity does not warrant that use of the Software will be
           uninterrupted or error free. The operation of the Software is
           dependent on open-source libraries by third parties which are
           distributed without warranties or conditions of any kind. These may
           contain errors which may, from time to time, interfere with the use
           of the Software. Univocity accepts no responsibility for any such
           interference or prevention of your use of the Software.

     13.5. All risk arising out of the use or performance of the Software
           remains with you. You understand and agree that the use of the
           Software, material or data downloaded or otherwise obtained through
           the use of the Software, is at your own discretion and risk and that
           you will be solely responsible for any infections, contaminations or
           damage to your computer, system or network. Univocity is not
           responsible or liable for delays, inaccuracies, errors or omissions
           arising out of your use of the Software, any third party software or
           operating system.

     13.6. To the maximum extent permitted by applicable law, Univocity and its
           licensors disclaim all warranties, express or implied, including,
           without limitation, any implied warranties of merchantability,
           fitness for a particular purpose and non-infringement of third party
           intellectual property rights or lack of viruses, for the Software. In
           no event will Univocity or its licensors be liable for any
           consequential, incidental, indirect, special, punitive, or other
           damages whatsoever arising out of this Agreement, the use of or
           inability to use the Software, even if Univocity has been advised of
           the possibility of such damages.

     13.7. The Software is not intended for use in the operation of military
           systems, any systems in industries which create offensive weapons,
           nuclear facilities, aircraft navigation or communications systems or
           air traffic control machines or any other machines in which case the
           failure of the Software could lead to death, personal injury or
           severe physical or environmental damage.

     13.8. The User acknowledges that Univocity may pursue any available
           equitable or other remedy against you as a result of a breach by the
           User of any provision of this Agreement.

     13.9. Univocity or its licensors' liability for breach of any of its
           obligations under this Agreement for the Software, or breach of any
           warranty implied by law, will be limited, to the extent permitted by
           law, to the total price paid for the License to execute the Software.
           Univocity's total liability to you for all damages in connection with
           the Software will not exceed the price paid by you under this
           Agreement for the License to use the Software. The foregoing
           limitations, exclusions and disclaimers will apply to the maximum
           extent permitted by applicable law, even if any remedy fails its
           essential purpose.

  14. AUSTRALIAN CONSUMER LAW

     14.1. Certain legislation including the Australian Consumer Law (ACL) in
           the Consumer and Competition Act 2010 (Cth), and similar consumer
           protection laws and regulations may confer you with rights,
           warranties, guarantees and remedies relating to the provision of
           services by us to you which cannot be excluded, restricted or
           modified (Statutory Rights).

     14.2. Nothing in these Terms removes your Statutory Rights as a consumer
           under the ACL. You agree that our liability for services provided to
           consumers is governed solely by the ACL and these Terms.  We exclude
           all conditions and warranties implied by custom, law or statute
           except for your Statutory Rights.

     14.3. Except for your Statutory Rights, all material and work is provided
           to you without warranties of any kind, either express or implied; and
           we expressly disclaim all warranties of any kind including but not
           limited to implied warranties of merchantability and fitness for a
           particular purpose.

     14.4. If you are a consumer as defined in the ACL, the following applies to
           you: We guarantee that the services we supply to you are rendered
           with due care and skill; fit for the purpose that we advertise, or
           that you have told us you are acquiring the services for or for a
           result which you have told us you wish the services achieve, unless
           we consider and disclose that this purpose is not achievable; and
           will be supplied within a reasonable time. To the extent we are
           unable to exclude liability; our total liability for loss or damage
           you suffer or incur from our services is limited to us re-supplying
           the services to you, or, at our option, us refunding to you the
           amount you have paid us for the services to which your claim relates.

  15. INDEMNITY

     15.1. You will be liable for and agree to indemnify, defend and hold us
           harmless for and against any and all claims, liabilities, suits,
           actions and expenses, including costs of litigation and reasonable
           legal costs, resulting directly or indirectly from:

        (i)   any information that is not accurate, up to date or complete or is
              misleading or a misrepresentation;

        (ii)  any breach of these Terms;

        (iii) and any misuse of the Software and/or License; from or by you,
              your employees, contractors or agents.

     15.2. You agree to co-operate with us (at your own expense) in the handling
           of disputes, complaints, investigations or litigation that arise as a
           result of your use of our Software and License including but not
           limited to disputes, complaints, investigations or litigation that
           arises out of or relates to incorrect information you have given us. 

     15.3. The obligations under this clause will survive termination of these
           Terms.

  16. NOTICE

     16.1. Any notice required or permitted to be given to the User under these
           Terms will be addressed to the User at the email address provided by
           the User when requesting a License.

  17. RELATIONSHIP OF PARTIES

     17.1. Neither Party is authorized to bind the other Party in any way
           without prior written consent of the other Party.

     17.2. The Parties acknowledge and agree that they will not seek to bind the
           other Party other than with the prior written consent of the other
           Party.

  18. RIGHTS OF THIRD PARTIES

     18.1. Any person or entity who is not a party to these Terms has no right
           to benefit under or to enforce any of these Terms.

  19. ASSIGNMENT

     19.1. This Agreement is personal to the Parties.  A Party must not assign
           or deal with the whole or any part of its rights and/or obligations
           under this Agreement without the prior written consent of the other
           Parties (such consent not to be unreasonably withheld).

     19.2. Any purported dealing in breach of this clause is of no effect.

  20. WAIVER OR VARIATION OF RIGHTS

     20.1. Any failure or delay by a Party in exercising a power or right
           (either wholly or partially) in relation to this Agreement does not
           operate as a waiver or prevent that Party from exercising that power
           or right or any other power or right.

     20.2. A Party is not liable to any other Party for any loss, cost or
           expense that may have been caused or contributed to by the failure,
           delay, waiver or exercise of a power or right.

  21. POWERS, RIGHTS AND REMEDIES

     21.1. Except as expressly stated to the contrary in this Agreement, the
           powers, rights and/or remedies of a Party under this Agreement are
           cumulative and are in addition to any other powers, rights and
           remedies of that Party. Nothing in this Agreement merges,
           extinguishes, postpones, lessens or otherwise prejudicially affects
           any power, right, or remedy that a Party may have at any time against
           the other Party to this Agreement or any other person.

  22. FORCE MAJEURE

     22.1. Neither Party will be liable for any delay in performing any of its
           obligations under this Agreement if such delay is caused by
           circumstances beyond the reasonable control of the party so delaying,
           and such party will be entitled to a reasonable extension of time for
           the performance of such obligations.

  23. CONSENTS AND APPROVALS

     23.1. Where this Agreement provides that a Party may conditionally or
           unconditionally give or withhold any consent or approval in relation
           to any matter in this Agreement, that Party may in its absolute
           discretion, and without being obliged to give reasons for doing so,
           withhold any consent or approval or give consent or approval
           conditionally or unconditionally.

  24. FURTHER ASSURANCE

     24.1. Each Party must from time to time and in a timely manner do all
           things reasonably required of it by another Party to give effect to
           this Agreement.

  25. ENFORCEABILITY

     25.1. If any provision of these Terms is held by any competent authority to
           be invalid or unenforceable in whole or in part, the validity of the
           other provisions of these Terms and the remainder of the provisions
           in question will not be affected.

  26. COUNTERPARTS

     26.1. This Agreement may be executed in any number of counterparts and, if
           so, the counterparts taken together will constitute one and the same
           Agreement.

  27. ENTIRE AGREEMENT AND UNDERSTANDING
	
     27.1. The date of this Agreement is the date that these Terms are accepted
           by the User.

     27.2. In respect of the subject matter of this Agreement:

       (a) this Agreement contains the entire understanding between the Parties;
           and

       (b) all previous oral and written communications, representations,
           warranties or commitments are superseded by this Agreement and do not
           affect the interpretation or meaning of this Agreement.

  28. GOVERNING LAW AND JURISDICTION

     28.1. This Agreement is governed by the laws of South Australia. Each party
           irrevocably and unconditionally submits to the non-exclusive
           jurisdiction of the courts of South Australia.

  29. DEFINITIONS

     *Confidential Information* includes confidential information about the
      business, structure, programs, processes, methods, operating procedures,
      activities, products and services, trade secrets, know how, financial,
      accounting, marketing and technical information, customer and supplier
      lists (including prospective customer and supplier information), ideas,
      concepts, know-how, Intellectual Property, technology, and other
      information whether or not such information is reduced to a tangible form
      or marked in writing as "confidential".

     *Intellectual Property* includes any and all intellectual and industrial
     property rights throughout the world, whether subsisting now or in the
     future and includes all copyright and analogous rights, all rights in
     relation to inventions (including patent rights), registered and
     unregistered trademarks, designs (whether or not registered or
     registrable), circuit layouts, trade names, trade secrets, business names,
     company names or internet domain names.


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    Univocity reserves the right to make changes to these Terms at any time,
    effective upon the posting of modified terms and Univocity will make every
    effort to communicate these changes to the User via email. It is the User's
    obligation to ensure that the User has read, understood and agree to the
    most recent Terms available on our Site.

    If you have any questions or notices in relation to these Terms, please
    contact us at:

    Univocity Software Pty Ltd trading as Univocity ABN 37 165 465 501
    29 Campbell Drive, Reynella East SA 5161 Australia
    [email protected]

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Last update: 23 June 2018