Key Traffic Systems Limited EULA ANZ Version
Software Licence Agreement
27-01-10
By opening the sealed packet(s) containing the
Software/Documentation and/or downloading or using the Software, you indicate
your acceptance of the following Software Licence Agreement and agree only to
use the Software and Documentation on the terms of this Agreement.
To operate the Software, you will need
hardware with at least the minimum specifications set out on our website
(www.keytraffic.com).
1.
DEFINITIONS
"Documentation" means the instruction manuals, user guides and other information
supplied with the Software or from time to time by Key Traffic Systems or its
representatives.
“Effective
Date” means the date upon which you open the sealed pack containing the Software
or download or first use the Software.
“Evaluation
Copy” means a copy of the Software provided for evaluation purposes in
accordance with clause 6.
"Key Traffic
Systems" means Key Traffic Systems Limited.
"Software"
means the Key Traffic Systems computer program for which you have bought a
licence, together with any updates subsequently supplied by Key Traffic Systems
and any hardware/software locks or dongles.
2.
LICENCE
In
consideration of your agreement to the terms of this Agreement, Key Traffic
Systems grants you a non-exclusive non-transferable licence to install and use
the Software and the Documentation on equipment owned by you or under your
control according to the terms and conditions of this Agreement. This Agreement
becomes operative unless expressly agreed by Key Traffic Systems to the contrary
on the Effective Date. This
Agreement will apply to any update of the Software and to all additional users
for whom you purchase a licence.
3.
PERMITTED USERS
(a)
For each
standalone licence you purchase, you are permitted to use the Software on any
single computer to which the appropriate hardware or software lock is attached.
(b)
For each
Local Area Network (LAN) licence you purchase you are permitted to use the
Software on any single computer attached to the network within a 1 kilometre
geographical distance of the server site for which there is an available licence
(c)
For each Wide
Area Network (WAN) licence you purchase you are permitted to use the Software on
any single computer attached to the network with no geographical restriction for
which there is an available licence
4.
RESTRICTIONS
You may not
nor permit others to:
(a)
copy the
Software (other than to make one back-up copy for operational security) or
Documentation except as permitted by this Agreement.
(b)
reverse
engineer, decompile or disassemble the Software except to the extent permissible
by law (or, in Australia, the Copyright Act 1968 (Cth)).
(c)
distribute,
rent, loan, sub-license, sell, assign or otherwise transfer all or any part of
the Software, Documentation or any rights granted under this Agreement to any
other person or entity without the prior written consent of Key Traffic Systems.
(d)
remove or
alter any copyright or other proprietary notice from any of the Software or Documentation.
(e)
attempt by
any means to circumvent or remove any form of copy protection used by Key
Traffic Systems in connection with the Software
If a Computer or Server upon which the
Software is installed is sold you hereby undertake irrevocably to remove and
delete the software from that computer prior to it being sold.
Having purchased a single non transferable
Licence you are prohibited from renting, leasing or lending the Software to any
other person or transferring or sub-licensing the licensed rights.
5.
UPGRADES AND UPDATES
If this
Software is being licensed to you as an upgrade or update to the Software
previously licensed to you by Key Traffic Systems you must destroy all copies of
the Software previously licensed to you and not required to be used with the
upgrade or update, including any copies on any hard disk drive, within thirty
days of the acquisition of this Software.
6.
EVALUATION COPY
This section
shall only apply if the Software has been provided as an Evaluation Copy. An
Evaluation Copy is provided AS IS, with no warranties, express or implied, or
maintenance service, for the sole and exclusive purpose of enabling you to
evaluate the Software.
If you wish
to continue to use the Software at the end of the evaluation period specified by
Key Traffic Systems, you must contact a Key Traffic Systems representative and
purchase a licence.
If you elect
to discontinue use of the Software at the end of the evaluation period, you must
delete all copies of the Software on any machine on which it has been installed,
including backup copies, and delete all drawings created using the Software. You
must also return controlling hardware locks, user manuals and any other
materials provided to you as part of the evaluation process.
7.
COPYRIGHT
Intellectual
property rights (including copyright and patent rights) in the Software and
Documentation and any copies made by you shall remain with Key Traffic Systems
or with such owner as has granted Key Traffic Systems a licence to distribute
this software. Your possession, installation or use of
the Software does not transfer any title to the Intellectual Property in the
Software to you and you will not acquire any rights to the Software except as
expressly set out in this Agreement.
8.
KEYSIGN FONTS
Supplied with our KeySIGN software is a set of computer fonts officially
approved by the relevant government transport department (including Transport
and Motorway fonts). These fonts are required to be installed on a PC for the
drawings using them to display correctly. However, these fonts are software
products independent of the Software and are protected by intellectual property
law and may only be used on the terms of this Agreement. They may not be reverse
engineered or modified in any way. They must not be copied onto PC’s for which a
licence has not been granted for the fonts. The licence for the use of a copy of
KeySIGN does not automatically permit the copying, or transmittal of any kind,
of the font files without express permission. A licence for this may be granted
by Key Traffic Systems in its discretion on application by you.
To display the fonts correctly when an AutoCAD drawing using these is
transferred electronically, the Real Text feature should be used. This feature
is covered in detail in the User Manual. You may also create static images using
the fonts.
Any True Type fonts supplied, once installed into Windows, become available
for use in other software such as Microsoft Word. You are licensed to use the
fonts to create and save documents. However, when a document is to be sent
outside of your organisation, you must embed the font where this option is
available. It must not, however, be possible to extract the font from the
document on the target machine as this will constitute a transmission of the
font.
If you have any doubts about the licensing position in respect of fonts,
please contact Key Traffic Systems. You must not copy or permit the copying or
transmission of any kind of any of the files which are the composite parts of
the software without the express permission of Key Traffic Systems in writing.
9.
WARRANTY
Key Traffic
Systems warrants that the Software is free of significant errors for a period of
ninety days from your receipt of this package under normal use provided that the
liability of Key Traffic Systems under this warranty will be at the option of
Key Traffic Systems to attempt to correct any errors, replace the media or
refund the licence fee and terminate this Agreement subject to the return of the
Software and Documentation. The
Warranty shall not apply if you:-
(a)
Make
modifications to this software without the consent of Key Traffic Systems or
(b)
Use the
software in a manner for which it is not intended or
(c)
Use the
software other than as permitted under this Agreement.
The
Warranties and Conditions stated in this Agreement are in lieu of all other
conditions, warranties or other terms concerning the supply or purported supply
of, failure to supply or delay in the software or the documentation which might
but for this paragraph have effect between Key Traffic Systems and you or would
otherwise be implied into or incorporated into this Agreement or any collateral
contract, whether by statute, common law or otherwise, all of which are hereby
excluded to the maximum extent permitted by law.
For the
avoidance of doubt, you agree that you are acquiring the Software and
Documentation for the purpose of a business and (for customers in New Zealand)
that the provisions of the Consumer Guarantee Act 1993 do not apply to this
Agreement, the Software or the Documentation.
10.
LIABILITY
(a)
Nothing in
this Agreement shall limit the liability of either party for death or injury
caused by its negligence.
(b)
Key Traffic
Systems shall not be liable to you for any loss of profit or contracts, special,
indirect or consequential loss.
(c)
The liability
of Key Traffic Systems under this Agreement shall not exceed the price payable
by you for the Software.
11.
TERMINATION
Key Traffic Systems may terminate this Agreement immediately by written notice
if:
(a)
You make any
unauthorised copy of the Software or Documentation;
(b)
You fail to
comply with the terms of this Agreement.
(c)
You fail to
pay when reasonably requested to do so by Key Traffic Systems any sum in
relation to the purchase of the Software or annual support fee pursuant to any
support contract agreed between you and Key Traffic Systems.
This Agreement shall terminate without further
notice or action by Key Traffic Systems if you become bankrupt, go into
liquidation, go into receivership, suffer or make any winding up petition, make
an arrangement with your creditors, have a liquidator, an administrator,
administrative receiver or receiver appointed or suffer or if anything analogous
to the foregoing occurs in any jurisdiction.
Any use of any copies of the Software or
Documentation after termination of this Agreement is unlawful and upon
termination for any reason you must immediately cease all use of the Software
and Documentation and return all copies to Key Traffic Systems.
12.
GENERAL
(a)
You accept
that the Software and Documentation were not designed and produced to your
individual requirements and that you are responsible for their selection.
(b)
For customers
in Australia, this Agreement shall be governed by and construed in accordance
with the laws of Queensland, Australia and the parties hereto agree to submit to
the non-exclusive jurisdiction of the Queensland Courts.
(c)
For customers
in New Zealand, this Agreement shall be governed by and construed in accordance
with New Zealand law and the parties hereto agree to submit to the non-exclusive
jurisdiction of the New Zealand Courts.
(d)
This
Agreement contains the entire understanding between the parties with respect to
the subject matter hereof and supersedes all any prior understandings,
undertakings and promises between you and Key Traffic Systems.
(e)
You agree
that you have not entered into this Agreement in reliance upon any statement or
representation not set out in the Agreement or our quotation.
(f)
Each
provision of this Agreement will be read and construed as a separate and
severable provision or part and if any provision is void or otherwise
unenforceable for any reason then that provision will be severed and the
remainder will be read and construed as if the severable provision had never
existed.
(g)
You must
comply with all applicable laws including regulations, mandatory industry codes
and applicable standards in your use of the Software.
(h)
You must not
assign, in whole or in part, or novate your rights and obligations under this
Agreement without the prior written consent of Key Traffic Systems.
13.
INTELLECTUAL PROPERTY RIGHTS INDEMNITY
Key Traffic
Systems will indemnify you and keep you fully and effectively indemnified
against all costs, claims, demands, expenses and liabilities of whatsoever
nature arising out of or in connection with any claim that the use or possession
of the Software infringes the intellectual property rights (including without
limitation any patent, copyright, design right, registered design or trademark)
of any third party, subject to the following conditions:
(a)
you shall
promptly notify Key Traffic Systems in writing of any allegations of
infringement of which you have notice, and will not make any admissions without
Key Traffic Systems’ prior written consent;
(b)
you, at Key
Traffic Systems’ request and expense, shall allow Key Traffic Systems to conduct
and/or settle all negotiations and litigation resulting from any such claim;
(c)
you shall, at
the request of Key Traffic Systems, afford all reasonable assistance with such
negotiations or litigation, and shall be reimbursed by Key Traffic Systems for
any out of pocket expenses incurred in so doing.
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