SOFTWARE LICENSE AGREEMENT

This Agreement states the terms and conditions upon which Starchild Corporation Pty Ltd, ABN 37 075 681 051, ("the Company"), Australia, offers to license its software and related documentation ("the Software").

CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT PRIOR TO DOWNLOADING OR INSTALLING THIS PRODUCT. DOWNLOADING OR INSTALLING THIS PRODUCT INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD OR INSTALL THIS PRODUCT.

1. License

You have the non-exclusive right to use the Software. The Company retains all title and ownership of the Software. This Software can only be used on a single computer. You may not distribute copies of the Software to others. You may not modify, merge or use portions of the Software in conjunction with another software without the prior written consent of the Company.

After obtaining written consent from the Company, any portion of the Software modified, merged or used in conjunction with another software will continue to be the property of the Company and subject to the terms and conditions of this Agreement.

You may not use, copy, modify, transfer, assign, lease, mortgage, pledge or otherwise deal with the Software or any copy modification or merged portion in whole or in part except as expressly provided for in this Agreement. If you transfer possession of the Software or any merged portion of the Software to another party, your license is automatically terminated.

You and your employees and agents are required to protect the confidentiality of the Software. You may not distribute or otherwise make the Software available to any third party.

2. COPYRIGHT

The Software is subject to copyright. You may not copy the Software except for back-up purposes, or to load the Software into the computer as part of executing the Software. All other copies of the Software are in violation of this Agreement.

3. TERMINATION

This license is effective until terminated. You may terminate it by returning the Software and all back-up or merged portions thereof to the Company or authorised Company distributor.

This license will also terminate if you fail to comply with any term or condition of this Agreement. You agree upon such termination to return all copies (including back-up and merged portions) of the Software to the Company or authorised Company distributor. The provision of this Agreement which protects the proprietary rights of the Companies will continue in force after termination.

Upon termination, the Company can also enforce any rights provided by law.

4. LIMITED WARRANTY

The Company warrants, as the sole warranty, that the disks on which the Software is furnished will be free of defects in materials and workmanship under normal use and conditions for a period of sixty (60) days from the date of delivery to you as evidenced by a copy of your receipt of purchase. No other person or entity is authorised to expand or alter this warranty of this Agreement.

Except as stated above, the Software is provided as-is without warranty of any kind either expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.

It is your sole responsibility to determine whether the Software will satisfy your objectives and meet your particular requirements. The Company does not warrant that the functions contained in the Software will assume the entire risk as it applies to the quality and performance of the Software. Should the Software prove defective, you (and not the Company or authorised Company distributor) assume the entire cost of all necessary servicing repair or correction.

This warranty gives you specific legal rights and you may also have other rights which vary from state to state or country to country. Some countries/states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

5. LIMITATION OF REMEDIES AND DAMAGES

The Company's entire liability and remedy will be:

  • a. The replacement of any disk not meeting the Company's "Limited Warranty" explained above and which is returned to the Company or authorised Company distributor with a copy of your receipt of purchase; or
  • b. If the Company is unable to deliver a replacement disk which conforms to that warranty provided under this Agreement you may terminate this Agreement by returning the Software and back-up copy to the Company or authorised Company distributor from whom you obtained the Software and your license fee will be refunded.
  • 6. PRODUCT RETURNS

    If you must ship the Software to the Company or an authorised Company distributor, you must pre-pay shipping and either insure the Software or assume all risk of loss or damage in transit.

    If replacement of a defective disk is required during the sixty (60) days warranty period please send us your name and address, the defective disk and a copy of the receipt of purchase to the address provided above.

    In no event will the Company be liable for any damages direct, indirect, incidental, or consequential, including damages for any lost profits, lost savings, or other incidental or consequential damages arising out of the use or inability to use the Software, even if the Company has been advised of the possibility of such damages, or for any claim by any other party.

    In no event will the Company's liability of damages to you or any other person ever exceed the amount of the license fee paid by you to use the Software regardless of the form of the claim.

    Some countries/states do not allow the limitation or exclusion of liability for incidental or consequential damages so the above limitation or exclusion may not apply to you.

    7. GENERAL

    This Agreement shall be governed by and under the laws of the State of Western Australia, Australia. Any dispute between the parties arising under this Agreement and which cannot be resolved by the parties themselves, shall then be resolved by the parties submitting to the exclusive jurisdiction of the Courts of Western Australia. If any provision of this Agreement is deemed invalid by any court having jurisdiction, that particular provision will be deemed deleted and will not affect the validity of any other provision of this Agreement.

    8. ACKNOWLEDGEMENT

    You acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions. You also agree that this Agreement is the complete and exclusive statement of agreement between the parties and excludes all proposals or prior agreements, verbal or written, and any other communications between the parties relating to the subject matter of this Agreement.