TSA SOFTWARE LICENCE AGREEMENT
PERMISSION TO OBTAIN A TSA SOFTWARE LICENCE IS CONDITIONAL UPON YOU AGREEING TO THE TERMS AND CONDITIONS OF THE AGREEMENT SET OUT BELOW ("AGREEMENT").
PLEASE READ THE AGREEMENT CAREFULLY BEFORE INSTALLING OR OPERATING THE SOFTWARE AS IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND
OBLIGATIONS. IN PARTICULAR, TSA DRAWS YOUR ATTENTION TO CLAUSE 9 (WARRANTY AND INDEMNITY).
IF YOU AGREE TO THE TERMS AND CONDITIONS, PLEASE CLICK ON THE "I ACCEPT" BUTTON AT THE END OF THIS AGREEMENT AND YOU WILL THEN BE BOUND BY THIS
AGREEMENT AND YOU WILL BE ALLOWED TO ACCESS AND OPERATE THE SOFTWARE. BY OPERATING THE SOFTWARE YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO
NOT AGREE TO THE TERMS AND CONDITIONS, PLEASE CLICK ON THE "I DO NOT ACCEPT" BUTTON AT THE END OF THIS AGREEMENT. IF YOU CHOOSE THE "I DO NOT ACCEPT"
OPTION, YOU WILL NOT BE ALLOWED TO ACCESS THE SOFTWARE.
"TSA" means TSA Software Solutions Pty Ltd ACN 060 089 205.
"you" or "your" means any Person who Operates the Software including any of your Personnel.
1. Commencement of Agreement
1.1 This agreement takes effect from the time you commence installing the Software by agreeing to these terms and conditions through clicking the 'I ACCEPT' button
2.1 A license to operate the Software is provided to you in contemplation of you paying the Fee to TSA
2.2 If you do not pay the appropriate Fee to TSA, you are in breach of this Agreement, and do not have a right to operate the Software. TSA reserves its right to withhold the licence from
you to operate the Software or to revoke a licence to operate the Software if the Fee is not paid to TSA.
2.3 Once you click the 'I ACCEPT' button and pay the Fee, the Fee is not refundable
3.1 Specific conditions of use apply to the type of licence you have acquired from TSA. The Software is licensed based on the number of devices connected and or collected from.
3.2 TSA retains exclusive title to the Software and grants you a non-exclusive, non-assignable license to operate the Software under this Agreement
This Agreement allows you to install one Instance of the Software on the hard disk and operate this instance of the Software in one virtual or physical Operating System Environment on a single assigned Server. That server is the licensed server for your Software Licence. You may not assign the same licence to more than one Server.
4. Restrictions on Use
4.1 You may make one backup copy of the Software solely for archival, backup and recovery purposes. Such copy will in all respects be subject to the terms and conditions of this
Agreement. Any backup copy is not to be operated at the same time as the original Instance is being operated.
4.2 You will not make copies of the Software additional to those expressly permitted in this Agreement
4.3 You will not copy any Related Documentation that accompanies the Software
4.4 You will not remove, modify or obscure any copyright, trademark and/or other proprietary notices relating to the Software. All notices must be duplicated as they appear in connection
with the Software and all authorised copies.
4.5 You will not reverse engineer, decompile or disassemble the Software
4.6 You may not distribute any portions of the Software to any third party or make the Software available to any third party in any way other than in a manner specifically authorised under
4.7 You will not use the Software in any application or situation where any failure of the Software could lead directly to death, personal injury, or severe physical or environmental
4.8 If you are notified by or on behalf of TSA of a potential intellectual property infringement regarding the Software (regardless of the source of the intellectual property infringement),
you will immediately discontinue your use of the Software
5. Intellectual Property Rights
5.1 All Intellectual Property Rights now existing or in future arising in the Software and/or Related Documentation are owned by and remain the property of TSA or its suppliers and
are protected by national laws and international treaty provisions
5.2 You do not obtain any rights in the Software and/or Related Documentation other than the user rights expressly granted in this Agreement
5.3 You assign to TSA any and all Intellectual Property Rights that arise directly or indirectly from your use of the Software and/or the Related Documentation, and you must immediately
notify TSA in writing, providing full details, when such Intellectual Property Rights arise
5.4 Pursuant to clause 5.3, you will take all such steps and do all such things necessary as directed by TSA to give effect to the assignment of any Intellectual Property Rights that arise
directly or indirectly from your use of the Software and/or Related Documentation
6.1 This Agreement is effective until terminated
6.2 This Agreement will terminate automatically if you fail to comply with any provision of this Agreement. No notice is required to terminate this Agreement if you fail to comply with any
provision of this Agreement.
6.3 Upon notice of termination from TSA, you must, at TSA's option:
(a) Return the Software and any Related Documentation (including notes made in
relation thereto) to TSA and permanently delete or destroy any further copies of the
Software and/or Related Documentation; or
(b) Destroy the Software and any Related Documentation (including copies and/or
notes made in relation thereto)
6.4 Upon termination of this Agreement, all rights that have accrued to TSA are not affected. In addition, clauses 5, 9 and 10 of this Agreement remain in force.
7. Update Policy
7.1 TSA may create, from time to time, updated versions of the Software at TSA's absolute discretion. TSA is under no obligation to provide or release updated versions of the
7.2 TSA may make any such updated versions available to licensees who have paid the update fee
7.3 If you acquire an updated version of the Software, then all copies of the previous versions must be returned to TSA or destroyed at TSA's election and not used, except for one copy
which may be retained solely for archival purposes
8. Technical Support
8.1 TSA neither offers nor provides technical support of the Software under the Agreement. The Person from whom you purchased the licence may provide technical support for the
Software under terms and conditions agreed between you and that Person and you hereby release TSA from any liability, loss or claim arising from support of the Software provided by
any other Person.
9. Warranty and Indemnity
9.1 In addition to other limitations upon TSA's liability set out in this clause, TSA does not warrant or promise that the Software and/or Related Documentation:
(a) will meet your needs;
(b) is error or virus free;
(c) can be used without interruption; or
(d) will be accurate, effective and/or reliable.
9.2 Furthermore, TSA does not warrant or promise that any errors in the Software and/or Related Documentation will be corrected
9.3 You must rely upon your own investigations as to whether the Software and/or Related Documentation will meet your needs and the environment in which the Software is to be
9.4 TSA will not be liable under or in connection with this Agreement for any damage to your computer system, loss of income, loss of actual or anticipated profits, loss of business, loss
of anticipated savings, loss or damage to or corruption of data, loss of goodwill, loss of reputation or for any direct or consequential loss or damage of any kind howsoever arising
9.5 You irrevocably indemnify TSA against any liability, claim or proceeding that is made or commenced against TSA, and against any liability, loss (including consequential loss),
damage or expense that is incurred or suffered by TSA arising from a breach of this Agreement by you or as a result of your use of the Software
9.6 To the maximum extent the law allows, TSA excludes all other conditions, warranties, terms and undertakings, express or implied, statutory or otherwise, relating to the Software and
Related Documentation or technical support including but not limited to warranties of quality, performance, satisfactory quality or fitness for a particular purpose
9.7 Any non-excludable liability of TSA is limited, at TSA's election, to repairing or replacing the Software or providing equivalent software, provided that in all circumstances TSA's
maximum liability to you for any cause whatsoever will be limited to the amount paid for this licence and TSA can in its discretion decide to refund you at any time instead of repairing or
replacing the Software.
10.1 You must not disclose any of TSA's Confidential Information whether marked confidentially or not, immaterial of how it came into your possession except when:
(a) disclosure is necessary to comply with your obligations under this Agreement; and/or
(b) the disclosure is to any of your officers, employees, agents or consultants to the extent that person needs to know the Confidential Information in order to perform a
function in connection with the Software. In such instances, you must take all reasonable steps to ensure that the person to whom a disclosure is made is bound
by this confidentiality provision; and/or
(c) the disclosure is required by law
10.2 You may not copy any Confidential Information which you are not allowed to disclose and may only use such information to the extent necessary to make appropriate use of the
Software and/or Related Documentation
10.3 Your obligation not to disclose TSA's Confidential Information survives termination of this Agreement
10.4 If this Agreement is terminated then you must return to TSA or destroy, at TSA's discretion, all Confidential Information, including any works derived from Confidential Information
Approvals and consents
11.1 Unless this Agreement expressly provides otherwise, a party may give or withhold an approval or consent in that party's absolute discretion and subject to any conditions
determined by the party. A party is not obliged to give its reasons for giving or withholding a consent or approval or for giving a consent or approval subject to conditions.
11.2 Where this Agreement refers to a matter being to the 'satisfaction' of a party, this means to the satisfaction of that party in its absolute discretion
11.3 Each party must at its own expense promptly execute all documents and do or use reasonable endeavours to cause a third party to do all things that another party from time to
time may reasonably request in order to give effect to, perfect or complete this Agreement and all transactions incidental to it
11.4 If a Court or other competent authority decides that any provision of this Agreement is void or otherwise ineffective in whole or in part then any other part of the other terms and
conditions of this Agreement shall continue in full force and effect
11.5 This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all previous agreements, arrangements or
undertakings between the parties relating to the subject matter of this document and any representations or warranties previously given or made
11.6 You may not assign this Agreement nor any of the rights or obligations hereunder nor sublicense the use (in whole or in part) of the Software and/or Related Documentation without
the prior written consent of TSA, which may be given at TSA's absolute discretion
11.7 All notices shall be given:
(a) To TSA via email at firstname.lastname@example.org ; or
(b) To you at either the e-mail or postal address you provide during any ordering process
11.8 Notices will be deemed received when an e-mail is received in full (or else on the next business day if it is received on a weekend or a public holiday in the place of receipt) or
3 days after the date of posting
Goods and services tax
11.9.1 A party (Supplier) makes a taxable supply to another party (Recipient), the Recipient
must pay to the Supplier an additional amount equal to the GST payable by the
Supplier (unless the consideration for that taxable supply is expressed to include
GST). The additional amount must be paid when any consideration for the taxable
supply is first paid or provided. The Supplier must provide to the Recipient a tax
invoice at the time of payment.
11.9.2 A party indemnifies, reimburses or makes a contribution (Contribution) to the other
party, and the other party can obtain an input tax credit on an acquisition associated
with the Contribution, the amount of the Contribution for the first party is reduced by
the amount of that input tax credit. The reduction is to be made before any increase
under clause 11.9.1.
11.9.3 Terms are used in this clause they have the meanings given to them in the A New
Tax System (Goods and Services Tax) Act 1999 (Cth)
11.10 This document is governed by the law of Queensland and the parties submit to the exclusive jurisdiction of its Courts. The parties will not object to the exercise of jurisdiction by these
Courts, either for forum, non conveniens or on any other basis
12.1 Confidential Information means information, including any of the following information (whenever it was obtained) in relation to the party's:
(a) Business, operations or strategies
(b) The terms of this Agreement
(c) Information designated as confidential by a party
(d) Information acquired by the other party solely by virtue of provisions of this
(e) Intellectual property or other property
(f) Actual or prospective customers, clients or competitors
Information is not confidential in any of the following circumstances:
(a) It is in the public domain, unless it came into the public domain by a breach of
(b) It is already known by the other Person at the time this Agreement is entered into
(c) It is obtained lawfully from a third party without any breach of confidentiality
12.2 Fee means the fee charged by TSA for the Software
12.3 Instance means the Software is installed on a Server by executing the Software's setup or install procedure or by duplicating an existing instance
12.4 Intellectual Property Rights means in relation to TSA or its suppliers, all and any patents, patent applications, trade marks, service marks, trade names, registered designs,
unregistered design rights, copyrights, know how, trade secrets, domain names, internet addresses, rights in Confidential Information, and all and any other intellectual property
rights, whether registered or unregistered, and including all applications and rights to apply for any of the same now or in the future entered into or enjoyed by TSA or its suppliers.
12.5 Operating System Environment means one Instance of an operating system and Instances of applications, if any, configured to run on that operating system Instance. An
Operating System Environment may be physical or virtual.
12.6 Operate means executing or running the Software on a computer under your control, whether or not the computer is usually under your control or not
12.7 Person means any legal person or entity but also includes a partnership, trust or other entity which is not a legal person
12.8 Personnel means officers, employees, representatives, agents, professional advisors or subcontractors of you
12.9 Related Documentation means any documentation that is provided to you with the Software or is ancillary to the Software
12.10 Server means a physical hardware system capable of running the Software. A hardware partition or blade is considered to be a separate physical hardware system.
12.11 Software means the software provided to you under the terms of this document.
12.12 Third Party means a person not a party to this Agreement
13.1 In the interpretation of this Agreement, the following provisions apply unless the context otherwise requires:
(a) Headings are inserted for convenience only and do not affect the interpretation of
(b) A reference in this document to a business day means a day other than a Saturday
or Sunday on which banks are open for business generally in Brisbane, Australia
(c) If the day on which any act, matter or thing is to be done under this document is not
a business day, the act, matter or thing must be done on the next business day
(d) A reference in this Agreement to dollars or $ means Australian dollars and all
amounts payable under this Agreement are payable in Australian dollars
(e) A reference in this Agreement to any law, legislation or legislative provision includes
any statutory modification, amendment or re-enactment, and any subordinate
legislation or regulations issued under that legislation or legislative provision
(f) A reference in this Agreement to any agreement or document is to that agreement
or document as amended, novated, supplemented or replaced
(g) A reference to a clause, part, schedule or attachment is a reference to a clause,
part, schedule or attachment of or to this Agreement
(h) An expression importing a natural person includes any company, trust, partnership,
joint venture, association, body corporate or governmental agency
(i) Where a word or phrase is given a defined meaning, another part of speech or other
grammatical form in respect of that word or phrase has a corresponding meaning
(j) A word which denotes the singular also denotes the plural, a word which denotes
the plural also denotes the singular, and a reference to any gender also denotes the
(k) A reference to the word ‘include’ or ‘including' is to be construed without limitation
(l) A reference to this document includes the agreement recorded in this document
IF YOU AGREE TO THE TERMS AND CONDITIONS, PLEASE CLICK ON THE "I ACCEPT"
BUTTON AND YOU WILL THEN BE BOUND BY THIS AGREEMENT AND YOU WILL BE
ALLOWED TO ACCESS THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS AND
CONDITIONS, PLEASE CLICK ON THE "I DO NOT ACCEPT" BUTTON. IF YOU CHOOSE
THE "I DO NOT ACCEPT" OPTION, YOU WILL NOT BE ALLOWED TO ACCESS THE