Terms and Conditions
1. Gaia Computing Pty Ltd (hereafter GAIA) grants, and the CUSTOMER accepts, a non transferable, non-exclusive licence to use the SOFTWARE designated in this agreement at the designated installation address on the designated CPU. The licence is perpetual, as long as GAIA and CUSTOMER continues to abide by the terms and conditions of this Agreement.
2. The CUSTOMER assumes responsibility for the selection of the SOFTWARE to achieve the intended purpose and obtain the results the CUSTOMER requires. GAIA warrants that the SOFTWARE will perform in substantial conformance with the description contained in the SOFTWARE documentation. Maintenance of the SOFTWARE by GAIA, if any, is limited to the current version, unless under a separate agreement. New versions may be downloaded from our Web site for a period of twelve (12) months from the date of purchase.
3. The CUSTOMER represents and warrants to GAIA that it shall at all time maintain a sufficient backup capability to the SOFTWARE to avoid any losses that may result from a malfunction or failure of the SOFTWARE. The CUSTOMER as a result agrees that the maximum liability of GAIA, its agents and employees, for any damages sustained by the CUSTOMER as a result of malfunction or failure of the SOFTWARE shall not exceed the total paid to GAIA by the CUSTOMER under this agreement regardless of the extent of such damages. In no event shall GAIA, its agents or employees, be liable for any special, consequential or punitive damages, including losses resulting from lost computer time, destruction of or damage to files, or any lost profits or any claims against the CUSTOMER by a third party.
4. The CUSTOMER may produce backup copies of the SOFTWARE as required and may use the SOFTWARE on an alternative CPU so long as the designated CPU is not operational. The CUSTOMER shall not make copies of the documentation or SOFTWARE for any other purpose. Both documentation and SOFTWARE are subject to copyright law.
5. The CUSTOMER shall not use, alter, modify or adapt the SOFTWARE or documentation, in whole or in part, including, but not limited to, translating, decompiling, disassembling or creating derivative works, except as expressly provided for in the Agreement.
6. The CUSTOMER shall not transfer, assign, rent, lease, sell or otherwise dispose of the SOFTWARE LICENCE or SOFTWARE on a temporary or permanent basis to anyone without prior written consent of GAIA.
7. If the CUSTOMER breaches any of the terms of this agreement, and such breaches continues for a period of thirty (30) days after written notice of such breach to the CUSTOMER, GAIA may within a reasonable time thereafter terminate the CUSTOMER LICENCE under this agreement.
8. The CUSTOMER may, at any time, terminate this Agreement by destroying all copies of the SOFTWARE and SOFTWARE documentation.
9. In the event of termination of the licence agreement the CUSTOMER warrant that it will destroy or return to GAIA the SOFTWARE provided under this Agreement together with all copies in any form.
10. In the event that GAIA is required to commence legal action to enforce any of the provisions of the Agreement, and is the winning party, the CUSTOMER agrees to pay all cost incurred by GAIA including reasonable legal fees for said matter.
11. GAIA shall use email as the preferred method to communicate with the CUSTOMER for, but not limited to, delivery of the licence, support, quotations, maintenance renewal and/or notification of new versions and bug fixes, unless the CUSTOMER notifies GAIA to use another method.
12. This Agreement shall be interpreted under the Laws of the State of Victoria in Australia and if any part of this Agreement is for any reason declared invalid or unenforceable the remaining thereof shall remain in force.