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EDGE Software Licence Agreement
1. Introduction
EP & T provides access to the EDGE Intelligent System (the ”Product”) through the terms and conditions of this Software License Agreement (the “Agreement”), and EP & T’s General Terms and Conditions as included in the original Proposal submitted to and accepted by the Licensee.
By utilising the Product, you agree to be bound by the terms and conditions outlined in this Agreement.
The Product is licensed, not sold. The Product is owned by EP & T Pty Ltd. Your license confers no title or ownership in the Product, or any rights to sell, rent, lease or lend the Product.
Both parties (the Licensee and EP & T) are responsible for complying with any local laws in its jurisdiction to make sure that this Agreement is enforceable.
2. Commencement
This Agreement shall commence upon first utilisation of the Product by the License, and continue for the initial, and any subsequent periods of time purchased and paid for by the Licensee.
3. License Scheme
a) EP & T grants a non-exclusive and non-transferable license to the Licensee for unlimited users through the Licensee’s Internet connection.
b) EP & T grants the Licensee a non-exclusive, non-transferable licence to use any documentation provided by EP &T in connection with the License for the duration of the Agreement.
c) The Licensee is solely responsible for the use, supervision, management and control of the License and use of any documentation.
d) The Licensee must protect the License at all times from misuse, damage, destruction, unauthorised use or any conduct which may constitute a breach of the Licence.
e) The Licensee acknowledges that the Licensee is not entitled to grant access to any individual not employed by the license
f) The Licensee must not transfer, assign, sell, grant, sub-licence or otherwise deal with the Licence without the prior written consent of EP&T.
g) The Licensee must not copy, reverse engineer, alter, modify, reproduce, translate, decompile, disassemble, remove parts of, create or develop any derivative work based on the Product.
4. EP & T Fees, Payment and Term
a) Fees will be billed in accordance with the EP & T Proposal accepted by the Licensee.
b) Access to the Product will continue to be available for the Term agreed between EP & T and the Licensee proving payments have been made in accordance with the Agreement.
c) Access will automatically expire at the end of the agreed Term, unless the Licensee agrees to extend the Term on terms and conditions agreed between the parties.
5. Retention of Rights
a) EP & T asserts its copyright, ownership, intellectual property rights including but not limited to trademark and patent rights over all aspects of the Product. All rights are reserved.
b) Failure to comply with any of the above will be considered to be a serious breach of this Agreement pursuant to the Licensee’s obligations and liabilities defined in this Agreement.
c) The obligations under the provisions of this clause shall survive the expiry or termination of this Agreement for whatever reason.
6. Warranties
a) EP & T makes no representations or warranties about the suitability of the Product. The entire risk as to the suitability of the Product is borne by the Licensee. The Licensee agrees that EP & t is not liable in respect of direct, indirect or consequential damages caused whilst using the Product, and that the Licensee has sufficiently determined that the Product sufficiently meets their requirements prior to use.
b) EP & T represents that it has taken reasonable precaution to ensure that to the best of EP & T’s knowledge, the Product does not contain anything that may destroy, damage, modify, alter or cause deliberate destruction, modification or alteration to any of the Licensee’s equipment, devices or software.
c) EP & T warrants the security of the data, and confirms that access to the data will only be utilised internally to enhance the performance for the Licensee, for the benchmarking of building performance to provide efficiency opportunities for the Software, and to consider incremental enhancements to the Licence.
7. Maintenance
a) EP & T will need to undertake maintenance on the Product from time to time, which will make access unavailable for short periods. Wherever possible this will be undertaken on weekends or non-business days.
b) Notification of any maintenance periods will be posted on the Web Site in advance.
8. Support Services
a) EP & T will have resources available to train the Licensee in the use of the Product in accordance with the Proposal submitted to the Licensee from time to time.
b) Support services provided by EP&T consist of telephone advice available during reasonable business hours.
c) Any additional Support services, including on-site support, will be provided at rates advised to the Licensee prior to the provision of the Support Services, unless otherwise agreed between the parties.
d) The Support services will be provided by suitably trained staff familiar with the operation, maintenance and support of the Product as soon as practicable.
e) The Licensee must co-operate with EP&T and provide all information, facilities, assistance and accessories reasonably required by EP&T to enable EP&T to comply with its obligations under this agreement, including by ensuring EP&T’s support personnel have full access at all reasonable times for the purpose of providing the Support services.
9.Exclusions from Support Services
Support Services to be provided by EP&T under this agreement do not include rectification of errors or defects caused by:
a) Breach of the Licence Conditions;
b) Failure of the Licensee to provide suitably qualified and adequately trained operating staff for the operation of the Product;
c) Rectification of equipment fault;
d) Equipment maintenance;
e) Diagnosis of rectification of faults not associated with the Product
10.Updates and New Releases
EP & T is under no obligation to provide updates or new releases of the Licensed Software.
Notwithstanding this, historically ongoing enhancements have been implemented on a regular basis.
11.Confidentiality
Each party agrees to maintain confidentiality to the same extent that it protects its own confidential and proprietary information and, at a minimum, each party will not directly or indirectly make available site specific information to third parties or reveal, disclose, display, transfer, distribute or make use of any confidential information except in accordance with the terms of this agreement and as necessary to exercise its rights and discharge its obligations under this agreement or applicable law.
12.Force Majeure
Neither party shall be deemed to be in breach of this Agreement or otherwise liable to the other party for any delay in performance or any non-performance of any obligations under this Agreement if, and to the extent that the delay or non-performance is due to an event or circumstance beyond the reasonable control of that party (‘an act of force majeure’).
13.Termination
a) Without limiting the generality of any other clause in this agreement, EP&T may terminate this Agreement immediately for any material breach of the Agreement;
b) Without limiting the generality of any other clause in this agreement, EP&T may terminate this Agreement immediately for any breach of the Agreement if such breach is not remedied within 30 days of written notification by EP & T;
c) All Fees payable for the contracted term will be payable on termination, plus any additional or alternatives remedies available by law;
d) Without limiting the generality of any other clause in this agreement, the Licensee may terminate this Agreement immediately for any material breach of the Agreement by EP & T, if such breach is not remedied within 30 days of written notification to EP & T;
e) Termination of this agreement will not prejudice any rights or claims that any party may have accrued against the other up to the date of termination;
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