END USER LICENSE AGREEMENT
This End User License Agreement (“License Agreement”) is a legal agreement. Please read this License Agreement carefully before completing the installation process, accessing, or using any RMD Innovations product (the “Product”). It provides a license to use the product and contains warranty information and liability disclaimers.
The product may contain and/or include embedded software, mobile app, web app, and/or desktop application (collectively named “Software”). The access and use of which is licensed by RMD Innovations Pty Ltd to its customers for their use only as set forth below. If you do not accept the terms and conditions of this license agreement, do not click “I ACCEPT” and do not use the product. – You may decide to promptly return the product to RMD Innovations by contacting RMD Innovations at the address below. By clicking “I ACCEPT” or accessing or using the product, you indicate that you accept and agree to these terms.
The product limitations section below specifies important limitations of the software and related services in connection with safety and critical uses. Please read this section carefully, as you are acknowledging and agreeing to them.
CONTRACTUAL RELATIONSHIP
This Agreement is an agreement between you and RMD Innovations Pty. Ltd. In this Agreement, references to “RMDI” mean RMD Innovations Pty. Ltd.
You represent and warrant that you have the capacity to enter into this License Agreement relating to the Software and are of sufficient legal age in your jurisdiction or residence to use or access the Software.
If you are entering into this License Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. If you do not have such authority or if you do not agree with the terms and conditions of this License Agreement, do not install or use the Software or Product, and you must not accept this License Agreement.
These terms give you specific legal rights, and you may also have other legal rights in addition, which vary from jurisdiction to jurisdiction.
LICENSE
Subject to the terms and restrictions set forth in this License Agreement, RMDI grants you a limited, non-exclusive license to use the Software, only in object code form, solely as embedded on, or used in conjunction with, the RMDI product, which you own or control, and only for and in connection with your use of the Product. You are not permitted to (and will not permit others to) lease, rent, distribute, assign, commercially exploit, or sublicense the Software or to use the Software in a time-sharing arrangement or in any other unauthorized manner. Further, no license is granted to you in the human-readable code of the Software (source code). The Software and accompanying documentation may be copied only as essential for backup or archive purposes in support of your use of the Software as permitted hereunder. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the Software on any copies that you make.
OTHER SOFTWARE
This License Agreement does not apply to any open-source software which is included in the Product or to any third-party software that is licensed separately under the terms of various separate license agreements (“Other Software”). The Other Software is not subject to the terms and conditions of this License Agreement and is instead licensed to you under the terms of the applicable third-party license agreements (the “Other Software Terms”). Copyrights to the Other Software are held by copyright holders indicated in the Other Software Terms. To the extent required by the Other Software Terms, RMDI will make the Product’s open-source software, and any modifications made by RMDI, available either on our website or by written request to RMDI at the email address listed below. Any terms of this License Agreement that conflict with the terms of any license agreements for Other Software will not apply to the Other Software. Nothing in this License Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Other Software.
SOFTWARE UPDATES
From time to time, RMDI may provide updates, upgrades, patches, bug fixes, and other modifications to improve the Software and related services (“Patches”). You acknowledge that you may be required to install Patches to continue to access and use the Product and the Product Software. You agree and consent to Patches being automatically installed without receiving any additional notice or providing any additional consent.
NO ASSIGNMENT; NO REVERSE ENGINEERING
Modification, reverse engineering, reverse compiling, or disassembly of the Software is expressly prohibited. If, however, you are a resident of the European Union (“EU”), information necessary to achieve interoperability of the Software with other programs within the meaning of the EU Directive on the Legal Protection of Computer Programs is available to you from RMDI upon written request.
EXPORT RESTRICTIONS
The Software and Product are subject to US export control laws and may be subject to export or import regulations in other countries. You agree not to export or re-export the Software or the accompanying documentation (or any copies thereof) or any products utilizing the Software or such documentation in violation of any applicable laws or regulations of the United States or the country in which obtained them. The software covered by this License Agreement may contain strong data encryption code which cannot be exported outside of the US or Canada. You agree that you will not export/re-export, either physically or electronically, the encryption software or accompanying the documentation without obtaining written authorization from the US Department of Commerce. You hereby agree to indemnify and hold RMDI harmless from all claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including attorneys’ fees) arising out of or resulting from your breach of this paragraph.
TITLE; TRADE SECRETS
You acknowledge and agree that all (a) worldwide copyrights and other intellectual property rights, and (b) ownership of and title to the Software and all subsequent copies thereof regardless of the form or media, are held by and the exclusive property of RMDI and its suppliers. You further acknowledge and agree that the Software contains valuable trade secrets and proprietary information of RMDI and its suppliers. You agree to hold such trade secrets and proprietary information in confidence and you acknowledge that any actual or threatened breach of this obligation will constitute immediate, irreparable harm for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.
NO IMPLIED RIGHTS
All rights not expressly granted by RMDI to you in this License Agreement are hereby reserved to RMDI and its suppliers. There are no implied rights in this License Agreement.
UNITED STATES GOVERNMENT LEGEND
The Software is commercial in nature and developed solely at private expense. The Software is delivered as “Commercial Computer Software” as defined in DFARS 252.227-7014 (June 1995) or as a commercial item as defined in FAR 2.101(a) and as such is provided with only such rights as are provided in this License Agreement, which is RMDI’s standard commercial license for the Software. Technical data is provided with limited rights only as provided in DFAR 252.227-7015 (November 1995) or FAR 52.227-14 (June 1987), whichever is applicable.
TERM AND TERMINATION
This License Agreement is effective from the date you first use the Software or Product and shall continue until terminated. You may terminate it at any time upon written notice to RMDI. It will also terminate immediately if you fail to comply with any terms of this License Agreement. Upon such termination, the licenses granted by License Agreement will immediately terminate and you agree to stop all access and use of the Product, Software, and documentation. The provisions that by their nature continue and survive will survive any termination of this License Agreement.
GOVERNING LAW & JURISDICTION
You agree that the laws of the State of Victoria, Australia govern this License Agreement, as well as any claim, dispute, action, or issue that might arise out of or in connection with it excluding their conflicts of laws principles. Any action or proceeding relating to this License must be brought in a federal or state court located in Victoria, Australia and each party irrevocably submits to the jurisdiction and venue of any such court in any such claim or dispute, except that RMDI may seek injunctive relief in any court having jurisdiction to protect its confidential information or intellectual property. The United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from application to this License Agreement.
NO ASSIGNMENT
You may not assign or transfer your rights under this License Agreement. Any purported assignment or transfer in violation of this paragraph is void.
LIMITED WARRANTY
The limited warranty for the Product is as stated on RMDI’s website or on the Limited Warranty in the user manual accompanying the Product. NO WARRANTY IS PROVIDED FOR THE SOFTWARE.
WARRANTY DISCLAIMER
Notwithstanding anything to the contrary and to the maximum extent permitted by applicable law, RMDI provides the software “as-is” and disclaims and excludes all warranties and conditions, whether statutory, express, or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, and non-infringement of third-party rights. RMDI does not guarantee any specific results from the use of the software. RMDI makes no warranty that the software will be uninterrupted, free of viruses, or other harmful code, timely, secure, or error-free.
PRODUCT LIMITATIONS
Your use of the software and the product is at your own discretion and risk. You are solely responsible for (and RMDI disclaims) any and all loss, liability, or damages arising out of or resulting from your use of the software or the product, including, but not limited to, any loss, liability, or damages to your person, possessions, personal property (including, without limitation, the product, other products, or peripherals connected to the product, computer, and mobile device), data, home, apartment, unit, dwelling, structure, or residence. RMDI’s customer support contacts cannot be regarded as an emergency solution for people at risk in the dwelling or structure, and are not a suitable substitute for emergency services. All life-threatening and emergency events should be directed to the appropriate response services.
LIMITATION OF LIABILITY
Nothing in this License Agreement (including anything specified in this “Limitation of Liability” provision) shall attempt to exclude or limit liability that cannot be excluded or limited under applicable law. To the full extent allowed by law, in addition to the above warranty disclaimers, RMDI disclaims and excludes for itself and its suppliers any liability, whether based in contract, tort (including negligence and strict liability), or otherwise, for incidental, consequential, indirect, special, or punitive damages of any kind or for loss of revenue or profits, loss of business, loss of information or data, or other loss arising out of or in connection with the sale, installation, maintenance, use, performance, failure, or interruption of the software or product, even if RMDI or its suppliers has been advised of the possibility of such damages, and limits its liability to replacement, repair, or refund of the purchase price paid, at RMDI’s option. This disclaimer of liability for damages will not be affected if any remedy provided herein fails its essential purpose.
DISCLAIMER
In addition to this License Agreement, you may also have other legal rights that vary from jurisdiction to jurisdiction. Some countries, states, or provinces do not allow the exclusion or limitation of implied warranties or the limitation of incidental or consequential damages for certain products supplied to consumers, or the limitation or liability for personal injury, so the above limitations and exclusions may be limited in their application to you. When the implied warranties are not allowed to be excluded in their entirety, they will be limited to the extent and duration of the applicable written warranty. Your specific legal rights may vary depending on local law.
SEVERABILITY
In the event, any provision of this License Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired, and a valid, legal, and enforceable provision of similar intent and economic and impact shall be substituted therefor.
NOTICES
RMDI may send notices to you via email or to a mailing address. Notices will be sent to the address that you registered with RMDI.
WAIVERS
All waivers by RMDI will be effective only if in writing. Any waiver or failure by RMDI to enforce any provision of this License Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
CAPTIONS
The captions and paragraph headings of this License Agreement are for convenience and are not to be used in interpreting this License Agreement.
ENTIRE AGREEMENT & AMENDMENT
This License Agreement sets forth the entire understanding and agreement between you and RMDI, supersedes all prior agreements, whether written or oral, with respect to the Software, and may be amended only in a writing signed by both parties that indentifies itself as an amendment to this License Agreement.
QUESTIONS OR ADDITIONAL INFORMATION
If you have questions regarding this License Agreement, please contact RMDI by sending an email to legal@rmdinnovations.com
Effective: June 4, 2018
