This End User License Agreement (EULA) is a legally binding agreement between you (Licensee) and Clarios Technology Pty. Ltd (ABN 88 154 849 108). If you are entering into this agreement not as an individual but on behalf of an entity (such as a company or other legal entity), you warrant that you have the requisite authority to bind that entity to this EULA.
PLEASE READ THIS AGREEMENT IN ITS ENTIRETY BEFORE DOWNLOADING, COPYING, INSTALLING OR USING THE INTELLIGENT REPORTS SOFTWARE. IF YOU DO NOT AGREE TO THIS AGREEMENT THEN YOU MUST NOT DOWNLOAD, COPY, INSTALL OR USE THE INTELLIGENT REPORTS SOFTWARE.
Clarios Technology may modify this agreement from time to time.
Last updated 28th March 2019
Clarios Technology means Clarios Technology Pty. Ltd. (ABN 88 154 849 108).
We, Us or Our means Clarios Technology.
You, Your or Licensee means you personally and/or the company or other legal entity for which You are accepting this agreement.
Software means the Intelligent Reports software. This includes any updates, enhancements, modifications and revisions to the Intelligent Reports software.
Embedded Software means any third party software licensed by Clarios Technology from a third party and embedded in the Software.
Intellectual Property Rights means all rights in copyright, circuit layout, designs, trademarks, patents and all other rights in intellectual property.
materials means the documentation and any other materials provided by Clarios Technology to the Licensee relating to the Software, including any updates to the materials.
Evaluation license means a license for which the fees have been waived by Clarios Technology. This license allows the Licensee to operate the Software for a limited amount of time (evaluation period). After the evaluation period has expired, the Software will cease to function. The Licensee must then either acquire paid license or delete all copies of the Software in its possession.
Paid license means a license for which the fees have not been waived by Clarios Technology.
Authorized user means a person who can access and use the Software under a User License.
2.1 The Software is licensed and not sold. Upon your acceptance of this EULA subject, Clarios Technology grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited rights license to download and use the Software in object code form only subject to the following conditions:
2.2 You must have either a paid license or an evaluation license to use the Software.
2.3 Paid licenses granted are subject to the condition that the Licensee must ensure that the Licensee has the correct number of user licenses to match the number of authorized users of the Jira instance on which You use the Software.
2.4 If You have a paid license, You must pay all fees by the due date to use the Software. Failure to pay the fees by the due date will result in the immediate termination of the license granted by this EULA.
2.5 Clarios Technology reserves the right to increase the prices of paid licenses for the Software.
2.6 You must only use the Software on hardware systems owned, leased or controlled by You.
2.7 The Licensee agrees to only use the Software on a single instance of JIRA unless otherwise permitted by Clarios Technology in writing.
2.8 The Licensee warrants that it has not relied upon any representation made by Clarios Technology, its officers, directors, agents, affiliates, suppliers, partners and employees other than this EULA.
2.9 The Licensee understands that Clarios Technology may modify and/or discontinue offering the Software at any time.
3.1 The Licensee acknowledges that Clarios Technology gives no guarantees as to the accuracy of the Software and materials, nor that they are free from error.
3.2 The Licensee agrees that the Licensee is solely responsible for checking the output of the Software before relying on it for any use.
3.3 The Software is not to be used in Aerospace, Medical or other life critical applications.
4.1 The Software is protected by copyright and other intellectual property laws and treaties. Clarios Technology or relevant third parties own the title, copyright, and all other Intellectual Property Rights in the Software and materials and all subsequent copies of the Software and materials. These rights are protected by intellectual property legislation in Australia and other jurisdictions and by international treaty provisions. Clarios Technology and its suppliers retain all rights in the Software and materials that are not expressly granted to the Licensee through this EULA. The Software is licensed, not sold and the Licensee does not acquire any rights of ownership in the Software.
4.2 Without the written permission of Clarios Technology, the Licensee must not alter, obscure or remove any trade mark or copyright symbol or legend or other proprietary mark on the Software or materials. This applies to marks of Clarios Technology as well as those of third parties.
4.3 You may not modify, reverse engineer, decompile or disassemble the Software in whole or in part, or create any derivative works from or sublicense any rights in the Software, unless expressly authorized in writing by Clarios Technology.
4.4 The Licensee acknowledges that the Licensee has no Intellectual Property Rights in the Software or materials.
5.1 You represent, warrant and covenant that You will not use the Software: (i) to infringe the Intellectual property rights or the right to privacy of any third party. (ii) to violate any federal, state or local law, statute or regulation. (iii) to disseminate, transfer or store information or materials in any form that is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene or otherwise objectionable.
5.2 You remain solely responsible for any content You upload, email, transmit or otherwise disseminate using or in connection with the Software. You acknowledge that all content You access through the use of the Software is at Your own risk and You will be solely responsible for any damage or liability to any third party resulting from Your use of the Software.
6.1 The Licensee acknowledges the Software may contain Embedded Software and that in addition to the obligations of this EULA, additional obligations may apply in relation to any use of Embedded Software by the Licensee which is not in accordance with the use of the Software as permitted under the terms of this EULA. In such circumstances the Licensee must consult the relevant third party to acquire any necessary licenses and consents in relation to its use of any Embedded Software.
6.2 The Licensee acknowledges and agrees that if the Licensee breaches this EULA and Clarios Technology or any third party owner of Embedded Software suffers any loss, damage or expense directly or indirectly in connection with the breach, Clarios Technology or the relevant third party owner of the Embedded Software may bring an action directly against the Licensee.
7.1 To the maximum extent permitted by law, Clarios Technology disclaims any warranty for the Software, services and materials, including without limitation implied warranties as to merchantability and fitness for purpose, and the Software, services and materials are provided on an as is and with all faults basis without warranty of any kind, whether express, implied or statutory, including but not limited to, implied warranties of merchantability, fitness for a particular purpose or non-infringement.
7.2 To the extent not prohibited by law, in no event shall Clarios Technology be liable for personal injury or any incidental, special, indirect or consequential damages whatsoever including without limitation damages for loss of profits, loss of privacy, loss of data, business interruption or any other commercial damages or losses arising out of or related to the Licensee’s use or inability to use the Software and/or materials however caused, regardless of the theory of liability (contract, tort or otherwise) even if Clarios Technology has been advised of the possibility of such damage.
8.1 The Licensee agrees to hold harmless and indemnify Clarios Technology, its directors, officers, agents, employees, licensors, suppliers, partners and affiliates from and against any third party claim arising from or in any way related to the Licensee's use of or inability to use the Software and/or materials including any liability or expense arising from all claims, losses, damages, suits, judgments, litigation costs and attorney’s fees, of every kind and nature.
8.2 The Licensee agrees to hold harmless and indemnify Clarios Technology, its directors, officers, agents, employees, licensors, suppliers, partners and affiliates against all costs, expenses, losses and claims made against Clarios Technology as a result of any infringement of a third party's Intellectual Property Rights arising from the Licensee's modification to the Software or combination of the Software with other products by the Licensee.
9.1 To the maximum extent permitted by applicable law, in the event of any damages incurred by the Licensee for any reason whatsoever in connection with the Software and/or materials, the entire liability of Clarios Technology and the exclusive remedy of the Licensee shall be limited to the amount actually paid for the Software by the Licensee to Clarios Technology for the Software in the past twelve months.
9.2 The Licensee may have remedies against Clarios Technology imposed by law or statute which cannot be excluded by Clarios Technology and its third party suppliers. To the extent that the Licensee has such legal remedies against Clarios Technology or its third party suppliers then to the fullest extent permitted by law, Clarios Technology and its third party suppliers liability is limited to a refund of the fees paid by the Licensee to Clarios Technology for the Software in the past twelve months.
10.1 In the event of a dispute between the Licensee and Clarios Technology arising out of or relating to this EULA, or the breach, termination, validity or subject matter thereof, or as to any related claim in restitution or at law, in equity or pursuant to any statute, Clarios Technology and the Licensee expressly agree to negotiate with each other in good faith and to take all steps necessary to attempt to resolve the dispute.
10.2 This EULA shall be governed by the laws of the state of New South Wales, Australia and any claim arising out of this agreement will be heard in New South Wales, Australia and Clarios Technology and the Licensee irrevocably and unconditionally submit to the exclusive jurisdiction of those courts.
11.1 On termination all rights granted to the Licensee under this EULA will cease immediately and the Licensee at its own cost will return, remove or destroy all Software and materials provided under this agreement. The Licensee will provide written notice to Clarios Technology stating that the Software and materials have been returned, removed, destroyed or otherwise as directed by Clarios Technology.
12.1 The Software contains license protection mechanisms that are designed to protect the Intellectual Property Rights of Clarios Technology and relevant third parties. The Licensee must not take any action to try to defeat or circumvent these protection mechanisms. Any such attempt will result in the immediate termination of the license granted under this EULA.
12.2 The Licensee will ensure that the Software and materials are at all times protected from access, use, misuse, damage or destruction by any person not authorized by Clarios Technology or under one of the Licensee's User Licenses, and the Licensee will notify Clarios Technology immediately if it becomes aware of any unauthorized use.
12.3 The Software may check in automatically. When the Software checks in, it will send license information to Clarios Technology. By installing the Software You consent to the transmission of this information.
13.1 The Licensee must comply with all applicable Australian export control laws and regulations. The Licensee is solely responsible for determining the existence and application of all export laws to any proposed export and for obtaining any required authorization. The Licensee agrees not to export the Software from any country in violation of applicable legal restrictions on such export.
13.2 The Licensee represents and warrants that the Licensee is not located in, under the control of, or a national or resident of a country to which export is prohibited or restricted.
14.1 If the Licensee discovers it has breached any of its obligations under this EULA it must immediately report the breach to Clarios Technology in writing.
14.2 Where a breach involves the distribution or use of the Software or materials outside of the license, Clarios Technology will be entitled, in addition to any other right or claim against the Licensee, to retroactively charge the Licensee, in addition to any other fees payable to Clarios Technology, a fee calculated based on the number of prohibited distributions or uses multiplied by the respective list prices that Clarios Technology charges for the Software.
14.3 Where the Licensee fails to perform any of its obligations under this EULA or otherwise breaches any provision of this EULA, without prejudice to any other rights Clarios Technology reserves the right to immediately terminate this EULA.
15.1 Nothing in this EULA will constitute or be deemed to constitute a partnership, joint venture or agency between the Licensee and Clarios Technology.
15.2 The Licensee is not permitted to sell, charge, mortgage, or otherwise encumber the Software or materials in any way.
16.1 If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
16.2 To the maximum extent possible the unenforceable term shall be deemed to be replaced by the closest valid and/or enforceable term that expresses the intent of the invalid or unenforceable term.
17.1 The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this EULA.
17.2 The failure of Clarios Technology to exercise or enforce any right or provision of this EULA shall not constitute a waiver of such right or provision.
17.3 The Licensee agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Software or materials must be filed within one year after such claim or cause of action arose or be forever barred.
The terms of this EULA constitutes the entire terms of the agreement between the Licensee and Clarios Technology relating to the Software and materials. This agreement supersedes all prior oral and written communications, proposals and representations regarding the Software, its accompanying materials or any other matter covered by this EULA.