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 Topologis
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 organizations
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 Topologis 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 Topologis
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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