This licence agreement (Licence) is a legal agreement between any user (Licensee or you) and SPACE SERVICES AUSTRALIA PTY LTD (ABN 40 637 380 057) (Licensor, us or we) for:
- Nominal Studio simulation platform and Nominal Editor digital components builder (Software);
- Printed materials and electronic documents (Documents).
We license use of the Software and Documents to you on the basis of this Licence. We do not sell the Software or Documents to you. We remain the owners of the Software and Documents at all times.
OPERATING SYSTEM REQUIREMENTS: BY INSTALLING AND USING THE SOFTWARE AND
DOCUMENTS YOU CONFIRM THAT YOU ACCEPT THE TERMS OF THIS LICENCE AND THAT
YOU AGREE TO COMPLY WITH THEM. THE TERMS OF THIS LICENCE INCLUDE, IN
PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 4 AND CONDITION 5. IF YOU DO
NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY STOP INSTALLING AND USING
THE SOFTWARE AND DOCUMENTS.
THIS SOFTWARE REQUIRES A COMPUTER WITH WINDOWS 10 OPERATING SYSTEM
You should keep a copy of this Licence for future reference.
1.1. In consideration of your on-going compliance with your Subscription Plan (to which this License is attached) and you agreeing to abide by the terms of this Licence, we grant to you a non-exclusive, non- transferable licence to use the Software and the Documents on the terms of this Licence.
1.2. You may:
(a) download, install and use the Software for your internal business purposes only:
(i) on one personal computer (PC) if the Licence is a single-user licence or the Software is for
single use; or
(ii) if the Licence is a multi-user or network licence, by the number of PC’s agreed by us;
(b) provided it is used on only one PC at any one time, transfer the Software from one PC to another;
(c) provided you comply with the provisions in Condition 2, make up to TWO (2) copies of the
Software for back-up purposes only; and
(d) use any Documents in support of the use permitted under Condition 1.2 and make up to TWO (2) copies of the Documents as are reasonably necessary for its lawful use.
2.1. Except as expressly set out in this Licence or as permitted by any local law, you undertake:
(a) not to copy the Software or Documents except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or
(c) not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
(d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing except to the extent that such actions cannot be prohibited by law, and provided that the information obtained by you during such activities:
(i) is used only for the purpose of achieving inter-operability of the Software with another
software program; and
(ii) is not disclosed or communicated without our prior written consent to any third party; and
(iii) is not used to create any software which is substantially similar to the Software;
(e) to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
(f) to supervise and control use of the Software and ensure that the Software is used by your employees in accordance with the terms of this Licence;
(g) to include our copyright notice on all entire and partial copies you make of the Software on any medium;
(h) not to provide or otherwise make available the Software in whole or in part (including but not
limited to program listings, object and source program listings, object code and source code), in
any form to any person other than your employees without prior written consent from us;
(i) to comply with all applicable technology control or export laws and regulations, including but not limited to obtaining all licenses and consents required for any import, export, supply, disclosure, transfer or transmission by you of materials or information supplied under this License;
(j) to not use the Software via any communications network or by means of remote access without our consent; and
(k) to not distribute the digital components or simulation artefacts created using the Software to other third-parties without our prior written consent.
3.1. You acknowledge that all intellectual property rights in the Software and the Documents anywhere in the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documents other than the right to use them in accordance with the terms of this Licence.
3.2. All intellectual property rights in simulation artefacts created by you will be owned by you.
3.3. You acknowledge that you have no right to have access to the Software in source code form.
4.1. To the extent permitted under law, we provide no warranties (whether implied or otherwise) to you in relation to the Software or the Documents under this Licence, and all such warranties are excluded. Please refer to the Subscription Plan for details of any warranties provided under that agreement.
5.1. You acknowledge that the Software has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documents meet your requirements.
5.2. We only supply the Software and Documents for internal use by your business, and you agree not to use the Software or Documents for any re-sale purposes.
5.3. We shall not in any circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
(a) loss of profits, sales, business, income or revenue;
(b) business interruption;
(c) loss of anticipated savings;
(d) loss or corruption of data, database, software or information;
(e) loss of business opportunity, goodwill or reputation;
where any of the losses set out in Condition 5.3(a) to Condition 5.3(e) are direct or indirect; or
(f) any special, indirect or consequential loss, damage, charges or expenses.
5.4. In addition to the losses set out in Condition 5.3, we shall not in any circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss or damages arising from:
(a) any decisions made using, or as a result of using, the Software;
(b) any simulation artefacts whether made by us, you, or third-parties;
(c) any advice given as part of our packaged support;
(d) interfacing any software with our Software; and
(e) integrating any hardware with our Software.
5.5. Other than the losses set out in Condition 5.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the amount paid and payable to us under the Subscription Plan. This maximum cap does not apply to Condition 5.6.
5.6. Nothing in this Licence shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any other liability that cannot be excluded or limited by any applicable law.
5.7. This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
6.1. We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 5 days after the service of written notice requiring you to do so.
6.2. On termination for any reason:
(a) all rights granted to you under this Licence shall cease;
(b) you must immediately cease all activities authorised by this Licence; and
(c) you must immediately and permanently delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Software and Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
7.1. We may update the terms of this Licence at any time on notice to you in accordance with this Condition
7. Your continued use of the Software and Documents following the deemed receipt and service of the
notice under Condition 7.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Software and Document on the deemed receipt and service of the notice.
7.2. If we have to contact you, we will do so by email or by pre-paid post to the address you provided in accordance with your order for the Software.
7.3. Note that any notice:
(a) given by us to you will be deemed received and properly served at the earlier of 24 hours after it is first posted on our website, or 24 hours after an email is sent, or three days after the date of posting of any letter; and
(b) given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.
7.4. In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.
8.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in Condition 8.2.
8.2. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
8.3. If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
(a) our obligations under this Licence will be suspended and the time for performance of our
obligations will be extended for the duration of the Event Outside Our Control; and
(b) we will use our reasonable endeavours to find a solution by which our obligations under this
Licence may be performed despite the Event Outside Our Control.
9.1. Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Software and the Documents and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them.
This information is provided in https://www.nominalsys.com/privacy and it is important that you read that information.
10.1. Portions of our products include software developed by third-parties. A full and updated list of third-party acknowledgements are provided in:
11.1. We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
11.2. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
11.3. This Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or any document expressly referred to in it.
You agree that you shall have no claim for innocent or negligent misrepresentation or negligent
misstatement based on any statement in this Licence or any document expressly referred to in it.
11.4. If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing signed by us, and that will not mean that we will automatically waive any later default by you.
11.5. Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
11.6. This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by the laws of the Australian Capital Territory, Australia. We both irrevocably agree to the exclusive jurisdiction of the courts of the Australian Capital Territory.
The parties have indicated their acceptance of this End User License Agreement upon signing into Nominal Studio or Nominal Editor