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Site License

Summary: The cost of a site license for unlimited use within an organization of Topologi Editor, maintenance and support for 12 months, support being provided to 1 named technical liaison person and an alternate from your organization, is US$5,000 (or Australian Dollar equivalent as determined by Topologi from time to time) per annum. Your organization may provide the Topologi Editor over a network to employees and will be offered future upgrade benefits.

Please read the SITE LICENSE now before purchasing the license and downloading the software either online or by sending your direct payment with a purchase order.

A printable RTF version of the license for your records is available here.


License
Topologi Collaborative Markup Editor:
REGISTERED SITE License

Issued by TOPOLOGI PTY LIMITED ABN 74 096 635 102.

YOUR AGREEMENT TO THIS LICENSE
You should carefully read the following terms and conditions before downloading, installing, using or distributing Topologi Collaborative Markup Editor (“Topologi Editor”), which indicates your acceptance of this agreement (“SITE License” or “License”).

YOU REPRESENT AND WARRANT TO TOPOLOGI PTY LIMITED ABN 74 096 635 102 (“TOPOLOGI”)THAT YOU ARE AUTHORIZED TO SIGN FOR AND BIND THE CONTRACTING PARTY, BEING THE USER OF THE SOFTWARE, THAT YOU ARE 18 YEARS OR OLDER AND AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

If you do not agree to all of the terms and conditions of this License, then: (a) do not download, copy, install, distribute or use any copy of Topologi Editor with which this License is included.

OWNERSHIP OF PRODUCT & LICENSE TO USE PRODUCT
Having made payment of US$5,000 or an equivalent amount in Australian Dollars to Topologi, this license allows you for a period of 12 months, extendable annually by payment of the annual fee, to:

i) Install copies of this version of Topologi Editor and related updates on the workstations of each of your employees;

ii) Each copy of Topologi Editor, may be accessed through a network; and

iii) Make as many copies of Topologi Editor as you wish, for purpose of distribution as described in i) and ii) above within your organization.

All rights of any kind in Topologi Editor which are not expressly granted in this License are entirely and exclusively reserved to and by Topologi. No right, title or interest in or to any copyright interest, trademarks or trade names of Topologi or its licensors is granted hereunder. You may not rent, lease, or sell Topologi Editor or any part of it, nor modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on Topologi, nor permit anyone else to do so. You may not make access to Topologi Editor available to others by way of a service bureau, application service provider, or similar business, nor permit anyone else to do so.

WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS
TOPOLOGI: COMMUNITY EDITION, AND ANY AND ALL ACCOMPANYING SOFTWARE, FILES, DATA AND MATERIALS, ARE DISTRIBUTED AND PROVIDED "AS IS" AND WITH NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. You acknowledge that good data processing procedure dictates that any program, including Topologi Editor, must be thoroughly tested with non-critical data before there is any reliance on it, and you hereby assume all risk relating to use, quality and performance of copies of Topologi Editor covered by this License. Topologi does not warrant that the software or the functions contained in the software will meet your requirements, operate without interruption or be compatible with your hardware and other software. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE.

ANY LIABILITY OF TOPOLOGI WILL BE LIMITED EXCLUSIVELY TO REFUND OF PURCHASE PRICE. IN NO EVENT SHALL TOPOLOGI, OR ITS PRINCIPALS, SHAREHOLDERS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS OR RELATED ORGANIZATIONS BE LIABLE FOR ANY DAMAGES, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), INCLUDING BUT NOT LIMITED TO DIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL, AND INDIRECT DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, THE RESULTS OF USE OR THE INABILITY TO USE TOPOLOGI EDITOR OR THE LOSS OF ANY DATA WHICH MAY BE LOST OR CORRUPTED AS A RESULT OF THE USE OF THE SOFTWARE BY YOU OR OTHER USERS.

IN NO EVENT DOES TOPOLOGI AUTHORIZE YOU OR ANYONE ELSE TO USE TOPOLOGI EDITOR IN APPLICATIONS OR SYSTEMS WHERE TOPOLOGI EDITOR'S FAILURE TO PERFORM CAN REASONABLY BE EXPECTED TO RESULT IN A SIGNIFICANT PHYSICAL INJURY, OR IN LOSS OF LIFE. ANY SUCH USE IS ENTIRELY AT YOUR OWN RISK. YOU SHALL DEFEND OR SETTLE AT YOUR EXPENSE A CLAIM OR SUIT BY YOUR CUSTOMERS OR ANY OTHER PARTY CLAIMING AGAINST TOPOLOGI ARISING OUT OF OR IN CONNECTION WITH YOUR PRODUCTS OR SERVICES OR USE OF TOPOLOGI EDITOR. YOU AGREE TO HOLD TOPOLOGI HARMLESS AGAINST AND FROM DAMAGES, COSTS AND LEGAL FEES, IF ANY, INCURRED IN DEFENDING AND OR RESOLVING ANY SUCH SUIT OR OTHER CLAIM WHICH ARISES THROUGH YOUR USE OF TOPOLOGI EDITOR UNDER THIS AGREEMENT.

RETURN WITHIN 30 DAYS OF PURCHASE
If you paid Topologi or an authorized Topologi reseller the annual fee for a SITE License for Topologi Editor, and wish to return the software, you must provide Topologi with a signed certificate of destruction within thirty (30) days after date of purchase, to receive a refund of your annual fee payment less a small service fee (US$100.00 or Australian Dollar equivalent). A copy of the certificate can be found on Topologi’s website at http://www.topologi.com/certdestruction/DestructionCertificate.txt

SOFTWARE SUPPORT AND MAINTENANCE
Topologi will supply reasonable support services and maintenance for the Topologi Editor through liaising with your organization’s nominated support representative, (“Support Representative”) provided the annual fee for this license has been paid. You may appoint one Support Representative and one alternate at any time. Consulting services will attract additional charges.

PRIVACY ISSUES
You agree that Topologi may keep your contact details and other related information in a database or other information retrieval system and that Topologi may contact you from time to time with information about the Topologi Editor and unless you specifically request to be taken off our marketing contact list, other products and services of Topologi. The information provided by you to Topologi will not be sold or, except for fulfilling the primary purpose of contacting you on behalf of Topologi, given to any third party. You grant to Topologi the right, to be exercised in our sole discretion, to name you or your company as our client in Topologi’s promotions, press releases, public relations, advertising and other sales and marketing activities. Such right is unlimited in duration and no compensation shall be required for Topologi’s exercise of this right.

GENERAL CONTRACTUAL PROVISIONS
Assignment: Neither party may assign or delegate its rights or obligations under this agreement without the others written consent.

Complete Agreement: This agreement is the complete statement of the agreement between the parties on the subject matter, and merges and supersedes all other or prior understandings, purchase orders, agreements and arrangements.

Governing Law: Severability: The law for the time being of the State of New South Wales, in Australia shall govern and enforce this agreement. Any waiver by Topologi of any violation of this agreement by you shall not constitute, nor contribute to, a waiver by Topologi of any other or future violation of the same provision, or any other provision, of this agreement. If any provision of this agreement is found by a court of competent jurisdiction to be unenforceable for any reason that clause may be enforced to the maximum extent permissible and the remainder of this agreement shall continue in full force and effect.

Notification of Dispute or Dissatisfaction: You shall give Topologi prompt written notice of any dispute or dissatisfaction that you may have with Topologi or related services. You agree to provide notice within 30 days of learning of the first occurrence of the dispute or dissatisfaction.

Dispute Resolution: Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or invalidity thereof shall first be the subject of conciliation, administered by the Australian Commercial Disputes Centre Limited (“the Centre”) conducted at Sydney, Australia and held in accordance with the Conciliation Rules of the Centre in force at the date of this agreement. You consent to such jurisdiction and venue.

No Partnership: There is no agency, partnership, joint venture or other joint or exclusive relationship created by this agreement.


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