Evaluation License Agreement

Version 1.0, 12th May 2015

The Licensed Materials covered by this License Agreement are: NICTA’s Coviu software platform and its related documentation and materials, provided as a hosted on-line service (hereafter referred to as “COVIU”) which is accessible by Licensee.

COVIU is a Web application. It is offered as a service which enables third parties who gain access to the service to engage face-to-face (over real time video) and assist those participants to deliver services between each other.

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE USING OR ACCESSING, SUBSCRIBING TO, DOWNLOADING OR INSTALLING THE COVIU SOFTWARE PLATFORM AND ASSOCIATED SERVICES SUPPLIED BY NICTA. BY SIGNIFYING YOUR ACCEPTANCE OF THESE TERMS DURING SUBSCRIPTION, OR BY USING OR ACCESSING, DOWNLOADING OR INSTALLING THE COVIU SOFTWARE PLATFORM AND ASSOCIATED SERVICES, YOU ARE CONSENTING TO BE BOUND BY THIS LICENSE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE, THEN DO NOT SUBSCRIBE TO, USE OR ACCESS, DOWNLOAD OR INSTALL THE COVIU PLATFORM AND ASSOCIATED SERVICES.

This License Agreement is entered into between:

National ICT Australia Limited (ABN 62 102 206 173) of Level 5,13 Garden Street, Eveleigh NSW 1430, Australia (“NICTA”, herein referred to as "Licensor")

and

You, (the “Licensee”).

Access to COVIU and its related documentation and materials (herein collectively referred to as "COVIU ") is by way of license to the Licensee for use only upon the terms of this license, and Licensor reserves any rights not expressly granted to Licensee. The following terms govern use of COVIU by the Licensee.

  1. Licensor hereby grants you a non-exclusive, non-sub-licenseable, royalty-free license to use COVIU in accordance with the terms and conditions of this Agreement. By using COVIU, Licensee represents and warrants that Licensee has the legal capacity to enter into this Agreement and that Licensee (if Licensee is an individual) is equal to or older than the minimum age required by Licensee’s jurisdiction to enter into contracts without parental consent.
  2. TERM: The Term of the License is for THREE (3) CALENDAR MONTHS, commencing upon the date when you consent to be bound by the terms of this license.
  3. Licensee agrees that Licensor may not provide any future updates or modifications to COVIU.
  4. Licensee agrees that it will not exercise any other access to or acquire any intellectual property rights in COVIU and that, as between Licensor and Licensee, all intellectual property rights in COVIU are solely owned by Licensor. Without limiting that obligation, Licensee shall not:
    1. translate, modify, reverse engineer, decompile, decrypt, disassemble (except to the extent applicable laws specifically prohibit such restriction), or create derivative works based on COVIU;
    2. rent, lease, transfer, assign, sub-license or otherwise transfer rights to COVIU unless expressly permitted under this Agreement;
    3. sell or market COVIU to any third party;
    4. use COVIU for any unlawful purpose including but not limited to transmitting or communicating data that is harmful, disparaging, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
    5. make any uses or disclosures using COVIU which is contrary to law or anyone’s rights. This obligation includes an obligation not to allow any uses or disclosures of COVIU to be made available which may result in an infringement of any person’s intellectual property rights; or
    6. remove any proprietary notices or labels on COVIU.
  5. Title, ownership rights, and intellectual property rights in and to COVIU and any derived works shall remain solely with Licensor.
  6. Licensor may collect personal information through your use of COVIU. The information collected is the information provided as part of your subscription to COVIU and other information Licensor may learn based on the use of Licensor’s services. Such information will be dealt with in accordance with Licensor’s privacy policy made available at https://coviu.com/static/privacy.
  7. Each party must protect Confidential Information using the same degree of care that it exercises with respect to its own information of like importance but in no event less than reasonable care, and may use it only for the Permitted Purpose or the explicit purpose for which it was disclosed. Confidential Information may be disclosed only to employees or contractors obligated to the receiving party under similar confidentiality restrictions to those contained in this Agreement and only for the Permitted Purpose. The obligations under this clause survive termination of this Agreement. “Confidential Information” means
    1. Feedback received by Licensor from Licensee (which shall be Licensor’s Confidential Information)
    2. any information disclosed by one party to the other party under this Agreement which is either: (i) marked as confidential and proprietary at the time of disclosure; or (ii) if unmarked, treated as confidential or proprietary by both parties at the time of disclosure and confirmed in writing as confidential or proprietary within thirty (30) days of disclosure.
  8. The obligations set out in clause 7 do not apply to information which:
    1. is already in the public domain;
    2. becomes available to the public by any means other than a breach of any obligation of confidentiality;
    3. is received by the receiving party from an independent third party who is lawfully in possession and has the power to disclose the information;
    4. is required to be disclosed by law or as required by a Government Agency.
  9. The content of any data or communication spread by the use of COVIU is entirely the responsibility of the person from whom such content originated. The veracity or efficacy of results obtained or outcomes generated by the Licensee’s use of COVIU are not warranted by the Licensor. Licensee hereby agrees that Licensee uses COVIU (and any results or outcomes obtained from the use of COVIU) at Licensee’s own risk.
  10. COVIU may include links to websites other than Licensor’s or to content other than content developed by Licensor. Licensee accepts that Licensor may cease making parts of COVIU available where that is appropriate in Licensor’s reasonable commercial judgment.
  11. You acknowledge and accept that COVIU may consist of pre-release code (still under development), and may not be at the level of performance or compatibility of a final, generally available product offering. COVIU may not operate correctly and should not be relied upon for critical operations.Licensee agrees that they will not rely on COVIU or its availability and that any reliance made will be on the basis of independent assessments with the aid of qualified independent advice where appropriate.
  12. Licensor does not guarantee that any access to COVIU will be uninterrupted or error free. Access may be affected by our network or equipment capacity, connection availability, scheduled or unscheduled downtime for maintenance purposes or interruptions that generally affect the Internet. If interruptions or errors occur due to circumstances within our control, Licensor will try to resolve them in a timely way in order to restore your access.
  13. To the extent permitted by law, COVIU is provided on an "AS IS" basis without warranty of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose and non-infringement. The entire risk as to the quality and performance of COVIU is borne by Licensee. Should COVIU prove defective, Licensee assumes the entire cost of any service and repair. This disclaimer of warranty constitutes an essential part of this Agreement.
  14. Except to the extent required by applicable law, Licensor shall not be under any liability (whether for breach of contract, breach of warranty or in tort, including negligence, whether arising under statute or common law) to Licensee in respect of any loss or damage (including any direct, indirect, special, incidental or consequential loss or damage) howsoever caused, arising as a result of this Agreement. In no event shall Licensor’s total liability to Licensee for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty Australian dollars (AU$50.00).
  15. Licensee will at all times indemnify Licensor, its officers, employees, representatives, subcontractors and agents (in this clause referred to as ‘those indemnified’) from and against any loss (including legal costs and expenses on a solicitor/own client basis), or liability, reasonably incurred or suffered by any of those indemnified arising from any claim, suit, demand, action or proceeding by any person against any of those indemnified arising from Licensee’s use of COVIU.
  16. Licensee agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of COVIU in the same form and manner that such copyright and other proprietary notices are included on COVIU including any copyright and other notices required under any Third Party Licenses. Except as expressly authorized in this Agreement, Licensee shall not make any copies or duplicates or COVIU without the prior written permission of Licensor. Licensee agrees that Licensor may request from time to time that the Licensee provide feedback to the Licensor on COVIU, including suggestions for enhancements or improvements. Licensee hereby assigns to Licensor all right, title and interest to such enhancements or improvements and all intellectual property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, or other intellectual property rights in the feedback provided by Licensee. Licensee consents to any use by Licensor of those intellectual property rights which might otherwise constitute a breach of Licensee’s moral rights.
  17. Licensee agrees to provide to Licensor, upon completion of the Term any material, statistics, or information that is not deemed confidential to the Licensee’s business for use in press releases, customer testimonials and as a reference in marketing and sales initiatives by Licensor. Upon request, Licensee will provide a quote to Licensor that may be used in a press release.
  18. This license will terminate automatically if Licensee breaches this Agreement. Licensor may terminate this license at any time upon written notice to the Licensee. Licensee agrees that Licensor reserves the right to update and change the terms of this Agreement from time to time without any notice. Continued use of COVIU after any such changes shall constitute Licensee’s consent to such changes. The most current version of the terms and conditions of this Agreement can be found at: http://coviu.com/static/terms
  19. Licensee may not assign or novate this Agreement at any time. Licensor may novate or assign this Agreement at any time to a third party without restriction and Licensee hereby consents to any such novation or assignment and agrees to execute such documents as Licensor may reasonably require to effect that novation or assignment (at Licensor’s cost) and, in the event of Licensee’s refusal or inability to execute such documents, Licensee hereby grants to License the Licensor’s power of attorney to execute such documents on Licensee’s behalf.
  20. This Agreement is subject to the laws of New South Wales, Australia.
  21. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
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