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Software License Agreement
Please read the following Software License Agreement carefully. You must agree with the terms stated in the agreement before using the software. This is a legal agreement between you the user ("Licensee") and Acorn Software Pty Ltd. ("Acorn"). Carefully read the following terms and conditions before logging into this software. By logging into the software you are agreeing to be bound by the terms and conditions of this Agreement. If you do not agree with these terms, do not login to the software. 1. INTERPRETATION 1.1 "The Agreement" - means Acorn's license agreement. 1.2 "Confidential Information" - means, but is not limited to, the Agreement, and any documentation or information marked as confidential or any information received by the Licensee in the course of the evaluation of the software system, which is not publicly available and relates to the program, any user guide, procedures, equipment and techniques used by Acorn in the course of Acorn's business including but not limited to technical data, research results, software development, engineering, hardware configuration information, whether disclosed to the Licensee by Acorn or any related company either directly or indirectly in writing, orally, by drawings, or inspection of parts or equipment. 1.3 "The Software System" and "The Software Program" - means Acorn's software programs for operational use in the running of a business. 2. CONFIDENTIAL INFORMATION 2.1 The Licensee acknowledges that during the course of the evaluation of the software system by the Licensee the Licensee may become acquainted with or have access to the Confidential Information or some of it, and agrees to maintain the confidence of the Confidential Information and to prevent its unauthorised disclosure to or use by any other person, firm or company. 2.2 The Licensee agrees not to use the Confidential Information or any of it for any purpose other than for assessing whether to enter into a license agreement with Acorn in respect to the software system. 2.3 The Licensee shall not remove the Confidential Information or any of it from the premises of the Licensee without the written consent of Acorn. 2.4 The Licensee shall not for whatever reason either for himself or any third party appropriate, copy, memorise or in any manner reproduce or reverse engineer any of the Confidential Information. 2.5 The Licensee agrees to return all of the Confidential Information or any document, hard or floppy disc, or any other medium embodying the confidential information on the request of Acorn. In the event the Confidential Information is embodied in a medium that cannot be detached and returned to Acorn, the Licensee agrees to erase or delete the Confidential Information from the medium and certify to Acorn that such confidential information has been erased or deleted within seven (7) days of being requested to do so by Acorn. 2.6 Nothing in this Deed shall impose any obligation on the Licensee with respect to maintaining confidence regarding any portion of the confidential information which is: (a) Generally known or available by publication, commercial use or otherwise; or (b) Already known by the Licensee at the time of the disclosure by Acorn. 3. AUTHORISATION TO OBTAIN INFORMATION 3.1 The Licensee authorises Acorn to obtain from persons with whom the Licensee has had business dealings, such information as is relevant to the decision of Acorn to enter into a License Agreement with the Licensee. The Licensee shall sign such further or other consents and authorities as are reasonably required by Acorn for this purpose. 4. INJUNCTIVE RELIEF 4.1 The Licensee acknowledges that Acorn may obtain injunctive relief against the Licensee for any breach of this Deed in addition to any other rights and remedies it may have. 5. OBLIGATIONS TO SURVIVE 5.1 The obligations of the Licensee under this Deed shall survive the evaluation of the software system by the Licensee. 6. DIRECTORS COVENANTS 6.1 Where Directors are described in part three of the Schedule, the Directors shall observe and perform the same covenant as the Licensee as if all references to the Licensee included a reference to the Directors, and Acorn may enforce this Deed against the Directors in the same way as it may enforce against the Licensee. 7. SEVERABILITY 7.1 If any provision of this Deed should be held to be invalid in any way or unenforceable it shall be severed and the remaining provisions shall not in any way be affected or impaired and this Deed shall be construed so as to most nearly give effect to the intent of the parties as it was originally executed. 8. NO WAIVER 8.1 The Licensee agrees that no failure to exercise and no delay in exercising on the part of Acorn, any right under this Deed, shall operate as a waiver of any such right or any other right under this Deed. 9. GOVERNING LAW 9.1 This Deed shall be governed by the law of the State of Queensland and the parties submit to the jurisdiction of courts of that State but nothing inthis Deed is intended to be construed as precluding the jurisdiction of the Federal Court of Australia.
