Ocean Software Pty Ltd (ACN 086 314 883) of Level 40, 120 Collins St, Melbourne, Victoria, 3000, Australia (“Licensor”, “Ocean”, “we”, “us”, “our”), along with any of its corporate affiliates, operates and provides access to the “Service” which is defined as any data or services that are made available to you by us.

1.  Definitions and interpretation

1.1.      Definitions

In these Terms of Service (including the recitals) unless the context otherwise requires:

Agreement means these Terms of Service;

Service means kadray®;

Terms means the terms and conditions of these Terms of Service.

 

1.2.      Interpretation

In this Agreement unless the context otherwise requires:

• headings are for convenience only and do not affect its interpretation and construction;
• the singular includes the plural and vice versa;
• words importing a gender include other genders;
• where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning;
• a reference to any statute, proclamation, rule, code, regulation or ordinance includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute, proclamation, rule, code, regulation or ordinance replacing it;
• “includes” is not a word of limitation;
• a reference to any thing is a reference to the whole and each part of it;
• a reference to a group of persons is a reference to all of them collectively and to each of them individually; and
• a reference to a document includes all amendments or supplements to, or replacements or novation of, that document.

 

2.  Acceptance

• This Agreement is between you and us, and governs the Services made available to you.
• Upon:
  • selecting the ‘Accept’ option; or
  • upon downloading, installing or using the Service (whichever comes first),

you are granted a revocable, non-transferable, non-exclusive and limited License (“License“) strictly in accordance with the Terms of this Agreement.

• If you do not agree to the Terms of this Agreement, you must not install or use the Service.

3.  License grant

• Acceptance of this Agreement entitles you to a license to:
  • use the Service for (and solely for) your personal and/or your internal business purposes only, subject to the limitations herein; and
  • store, print or make a copy of data you enter into the Service solely for your personal or internal business purposes

4.  Limitations

• Limitations on transfer

You may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Services.

• Limitations on use

You may not:

• share the License, or contents of the Service, with others.

You may not:

• decompile, “reverse engineer”, disassemble, or otherwise attempt to derive the source code for the Service;
• broadcast, transmit or otherwise display in a public forum or any venue not restricted to you, the Service or any part of the Service
• post the Service or part of the Service on any website.

• Limitations on derived works

You may not modify the Service, create derivative works based upon the Service, or use the Service to develop any Service having the same primary function as the Service.

• Limitations on alteration

You may not:

• modify the Service or create any derivative work of the Service or its accompanying documentation. Derivative works include but are not limited to translations; or
• alter any files or libraries in any portion of the Service.
  • Limitations on copying
• You may not copy any part of the Service except to the extent that the licensed use inherently demands the creation of a temporary copy stored in the computer memory and not permanently affixed on storage medium.

5.  Ownership

Ocean Software Pty Ltd or its subsidiaries, affiliates, and suppliers retain all rights, title and interest, including all copyright and intellectual property rights, in and to, the Service and all copies thereof.

6.  Warranties and exclusions

• Provisions of the Competition and Consumer Act 2010 and other laws in force from time to time in Australia may imply guarantees, warranties, conditions, and impose obligations on Ocean Software Pty Ltd and its subsidiaries, affiliates, and suppliers (“Implied Terms”). If these Implied Terms apply, Ocean Software Pty Ltd’s liability will be limited at its option to resupply, repair or replacement of the Service or the cost of such resupply, repair or replacement, to the extent permitted by law.
• Unless otherwise explicitly agreed to in writing by Ocean Software Pty Ltd, subject to the Implied Terms, all representations, guarantees, conditions and warranties of any nature are expressly excluded.
• Nothing in this clause excludes, restricts or modifies your rights under an Implied Term.

7.  Exclusion of damages

Subject to any Implied Term, Ocean Software Pty Ltd, its directors, officers, employees, or agents will not be liable to you or any other party for indirect, consequential, special, incidental, punitive or exemplary damages of any kind (including lost of revenues or profits or loss of business) arising in connection with these Terms, the Service, any software for the Service or any support services for the Service, whether based on contract, tort, statute, or any other legal theory.

8.  Limitation of liability and remedies

To the extent that the applicable jurisdiction limits Ocean Software Pty Ltd’s ability to disclaim any implied warranties, this disclaimer shall be effective to the maximum extent permitted.

9.  Licensee indemnity

You will indemnify Ocean Software Pty Ltd, its directors, officers, employees, agents and contractors in full against any liability, loss, damages, costs and expenses as a result of or in connection with your use of the Service, including but not limited to, any modification by you of the Service which causes the Service to infringe the intellectual property rights of a third party.

10.      Variation of Terms

Ocean Software Pty Ltd reserves the right to amend these Terms from time to time without notice to you and you will be subject to the Terms in force at the time you use the Service or download the Service whichever is applicable.

11.      Termination

Without prejudice to any other rights, Ocean Software Pty Ltd may terminate this Agreement immediately and without further notice if you fail to comply with the Terms of this Agreement.

12.      General provisions

• Any provision of, or the application of any provision of this Agreement, which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.
• Any provision of, or the application of any provision of this Agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.
• The failure, delay, relaxation or indulgence on the part of a part in exercising, in part or whole, any power, right or remedy conferred upon that party by these Terms shall not operate as a waiver of that power, right, or remedy.
• This Agreement contains the entire Agreement between the us and you and supersedes any previous understandings, commitments or agreements, oral or written.
• If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.
• This Agreement shall be governed by and construed in accordance with the laws of Victoria.