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END-USER LICENSE AGREEMENT FOR INNOTECH TRAINING
IMPORTANT PLEASE READ AND ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING WITH THIS PROGRAM INSTALL AND/OR DOWNLOAD:
Innotech Control Systems Australia End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Innotech Control Systems Australia for the product(s) identified above which may include associated software components, media, printed materials, and "online" or electronic documentation. By installing, copying, or otherwise using the training modules, you agree to be bound by the terms of this EULA. This license agreement represents the entire agreement concerning the program between you and Innotech Controls, (referred to as "licenser"), and it supersedes any prior proposal, representation, or understanding between the parties. If you do not agree to the terms of this EULA, do not install or use the training modules.
These training modules are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. These training modules are licensed, not sold.
1. GRANT OF LICENSE.
The training modules are licensed as follows:
(a) Installation and Use.
Innotech Controls grants you the right to install and use copies of the training modules on your computer running a validly licensed copy of the operating system for which the training modules were designed [e.g., Windows 95, Windows NT, Windows 98, Windows 2000, Windows 2003, Windows XP, Windows ME, Windows Vista, Windows 7, Windows 10].
(b) Backup Copies.
You may also make copies of the downloadable training material (PDFs) as may be necessary for backup and archival purposes. The online training content may not be copied for any reason.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
(a) Maintenance of Copyright Notices.
You must not remove or alter any copyright notices on any and all copies of the training modules.
(b) Distribution. You may not distribute copies of the training modules to third parties.
(c) Prohibition on Reverse Engineering, Decompilation, and Disassembly.
You may not reverse engineer, decompile, or disassemble the training modules, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
You may not rent, lease, or lend the training modules.
(e) Support Services.
Innotech Controls may provide you with support services related to the training modules ("Support Services"). Any supplemental software code provided to you as part of the Support Services shall be considered part of the training modules and subject to the terms and conditions of this EULA.
(f) Compliance with Applicable Laws.
You must comply with all applicable laws regarding use of the training modules.
Without prejudice to any other rights, Innotech Controls may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the training modules in your possession.
All title, including but not limited to copyrights, in and to the training modules and any copies thereof are owned by Innotech Controls or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the training modules is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by Innotech Controls.
5. NO WARRANTIES
Innotech Controls expressly disclaims any warranty for the training modules. The training modules are provided 'As Is' without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, noninfringement, or fitness of a particular purpose. Innotech Controls does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the training modules. Innotech Controls makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. Innotech Controls further expressly disclaims any warranty or representation to Authorized Users or to any third party.
6. LIMITATION OF LIABILITY
In no event shall Innotech Controls be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) rising out of 'Authorized Users' use of or inability to use the training modules, even if Innotech Controls has been advised of the possibility of such damages. In no event will Innotech Controls be liable for loss of data or for indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise. Innotech Controls shall have no liability with respect to the content of the training modules or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information.
Innotech Training Centre Training Agreement
PLEASE READ AND ACCEPT THIS TRAINING AGREEMENT PRIOR TO CONTINUING TO THE TRAINING COURSES
- Innotech has developed the training materials.
- The Customer wishes to license the Training Material for the purpose of participating in the training delivered by Innotech from time to time.
- The parties have agreed that Innotech is to license the Training Material to the Customer on the terms and conditions of this agreement.
1 – Licencing of training materials
(a) Innotech grants the Customer a non-exclusive, royalty-free, revocable, non-transferable licence (excluding the right to sublicense) to use the Training Material for the sole purpose of receiving and participating in the training provided by Innotech from time to time.
(b) The Customer must not:
(i) modify, amend or vary the Training Material without the prior written consent of Innotech; or
(ii) remove Innotech’ name or logo from the Training Material, or
(iii) Extract, copy or capture screen images of any items in the presented training materials held on the training server.
All Intellectual Property Rights in the training material vest in Innotech, and nothing in this agreement gives the Customer any Intellectual Property Rights in the Training Material, or any other Intellectual Property Rights of Innotech.
(a) To the extent necessary to give effect to clause 1.2, the customer assigns all Intellectual Property Rights (including future Intellectual Property Rights) in the training material (and any modifications made by the customer to the training material) to Innotech.
(b) The customer must sign all documents and do all things necessary to give effect to clause 1.3(a).
2 - No Warranty
Subject to clause 5(e), Innotech makes no representation and gives no warranty that the training material will be complete or accurate, or that use of the training material will not infringe the Intellectual Property Rights of any third party.
3 – Term and Termination
This agreement commences on the commencement date and continues until terminated in accordance with this clause 3.
3.2 Termination for convenience
Either party may terminate this agreement at any time by written notice to the other party, in which case this deed will terminate immediately.
3.3 Waiver and Acknowledgment
(a) The customer expressly waives any rights it may have to terminate the agreement other than as contemplated by this clause 3.
(b) The customer acknowledges that Innotech may terminate this agreement under this clause 3 without considering the impact of the termination on the customer.
3.4 After termination
On termination of this agreement
(a) the licence under clause 1.1 ceases;
(b) accrued rights or remedies of a party are not affected; and
(c) the customer must, at the election of Innotech, destroy or deliver to Innotech all copies of the training material, any of Innotech’s confidential information, and any other property of Innotech in the customer’s possession or other property in the customer’s care, custody or control.
Termination of this agreement will not affect clauses 3.4,4,5 and 6 or any provision of this agreement which is expressly or by implication intended to come into force or continue on or after the termination.
4 – Confidential information
4.1 Obligations of confidence
The customer agrees to keep confidential, and not use or disclose, other than as permitted by this agreement, any confidential information of Innotech provided by the customer prior to or after entry to this agreement.
The obligations of confidence in clause 4.1 do not apply to confidential information:
(a) that is required to be disclosed by applicable law, or under compulsion of law by a court or government agency, as long as the customer:
(i) discloses the minimum amount of confidential information required to satisfy the law or rules; and
(ii) before disclosing any information, gives all available notice to Innotech in writing and takes all available steps (whether required by Innotech or not) to maintain such confidential information in confidence; or
(b) that is in the public domain otherwise than as a result of a breach of this agreement or other obligation of confidence
4.3 Restriction on disclosure
(a) The customer may use confidential information of Innotech only for the purpose of receiving and participating in the training provided by Innotech from time to time.
(b) The customer may disclose confidential information of Innotech only with the prior written consent of Innotech.
(c) If the customer discloses confidential information under clause 4.3
(b) the customer must ensure that such information is kept confidential by the person to whom it is disclosed and is only used for the purpose of receiving and participating in the training provided by Innotech from time to time under this agreement.
4.4 Injunctive relief
The customer acknowledges that:
(a) Innotech may suffer financial and other loss and damage if an unauthorised act occurs in relation to confidential information of Innotech and that monetary damages would be an insufficient remedy; and
(b) in addition to any other remedy available at law or in equity, Innotech is entitled to injunctive relief to prevent a breach of, and to compel specific performance of this clause 4.
5 - Limitation of liability
(a) Subject to clauses 5(c) and 5(e), any liability of Innotech for loss or damage however caused (including by the negligence of Innotech), suffered by the customer in connection with this agreement is limited to $0.
(b) the limitation set out in clause 5(a) is an aggregate limit for all claims, whenever made.
(c) Subject to clause 5(e), Innotech is not liable for any consequential loss or however caused (including by the negligence of Innotech), suffered or incurred by the customer in connection with this agreement.
(d) Except as contemplated by clause 5(e), nothing in this agreement is intended to limit any rights of the customer under the Competition and Consumers Act 2010(Cth).
(e) If the Competition and Consumers Act 2010(Cth) or any other legislation provides that there is a guarantee in relation to any good or service supplied by Innotech in connection with this agreement and Innotech’s liability for failing to comply with that guarantee cannot be excluded but may be limited, then clauses 5(a) and 5(c) do not apply to that liability and instead Innotech’s liability for such failure is limited to (at Innotech’s election):
(i) in the case of a supply of goods, Innotech replacing the goods or supplying equivalent goods, repairing the goods, paying the cost of replacing the goods or of acquiring equivalent goods, or paying the cost of having the goods repaired; or
(ii) in the case of a supply of services, Innotech supplying the services again or paying the cost of having the services applied again.
6 – Indemnity
The customer is liable for, and indemnifies Innotech from and against, all loss or damage (including legal costs) incurred or suffered by Innotech however caused in connection with:
(a) any breach of this agreement by the customer;
(b) any act, omission or negligence of the customer; or
(c) property damage, personal injury or death of any person in connection with the customers use of the training material.
6.2 Continuing obligation
Each indemnity contained in this deed is a continuing obligation notwithstanding:
(a) any settlement of account; or
(b) the occurrence of any other thing,
And it is not necessary for Innotech to incur expense or make payment before enforcing or making a claim under an indemnity.
7 – Costs and Taxes
7.1 Stamp duty
The customer must pay all stamp duty (including penalties and interest) assessed or payable in connection with this agreement.
7.2 Other taxes
The customer must pay all taxes, duties, government charges and other taxes of a similar nature (including fines, penalties and interest) imposed or levied in Australia or overseas in connection with the performance of this agreement.
8 – general
(a) The laws of Queensland, Australia govern this agreement.
(b) Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland, Australia and courts competent to hear appeals from those courts.
(c) Where this agreement contemplates that Innotech may consent to, elect, determine, approve, nominate, decide or consider any matter or thing, Innotech may provide such consent or make such election, determination, approval, nomination, decision or consideration in its absolute discretion and conditionally or unconditionally without being required to give reasons or act reasonably, unless this agreement expressly requires otherwise.
(d) The customer must assign, in whole or part, or novate the customer’s rights and obligations under this agreement without the prior written consent of Innotech.
(e) Unless expressly stated otherwise, this agreement does not create a relationship of employment, trust, agency or partnership between the parties.
(f) Each provision of this agreement will be read and constructed 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 constructed as if the severable provision had never existed.
(g) This agreement represents the parties’ entire agreement, and supersedes all prior representations, communications, deeds, statements and understandings, whether oral, or in writing, relating to its subject matter.
(h) A right under this agreement may only be waived in writing singed by the party granting the waiver, and is effective only to the extent specifically set out in the waiver.
9 – Definitions and interpretation
In this agreement:
Commencement Date: means the date specified in the training request schedule.
Confidential Information – of a party means the terms on this agreement and any information:
(a) relating to the business and affairs of that party.
(b) relating to the party, clients, employees, sub-contractors or other persons doing business with that party;
(c) which is by its nature confidential;
(d) which is designated as confidential by that party; or
(e) which the other party knows or ought to know, is confidential,
And all trade secrets, knowhow, financial information and other commercially valuable information of that party, and in the case of Innotech, the training material.
Corporations Act – Means the Corporations Act 2001 (Cth)..
Insolvency Event – in the context of a person means:
(a) a liquidator, receiver, receiver and manager, administrator, official manager or other controller (as defined in the corporation’s act), trustee or controlling trustee or similar official is appointed over any of the property or undertaking of the person.
(b) the person or the person’s property or undertaking becomes subject to a personal insolvency arrangement under part X Bankruptcy Act 1966 (Cth) or a debt deed under part IX Bankruptcy Act 1966 (Cth).
(c) the person is or becomes unable to pay its debts when they are due or is or becomes unable to pay its debts within the meaning of the corporation’s act or is presumed to be insolvent under the corporation’s act;
(d) the person ceases to carry on business; or
(e) an application or order is made for the liquidation of the person or a resolution is passed or any steps are taken to liquidate or pass a resolution for the liquidation of the person, otherwise than for the purpose of an amalgamation or reconstruction.
Intellectual Property Rights – means all industrial and intellectual property rights, both in Australia and throughout the world, and includes any copyright, moral right, patent, registered or unregistered trade mark, registered or unregistered design, registered or unregistered plant breeders right, trade secret, knowhow, right in relation to semiconductors and circuit layouts, trade or business or company name, indication or source or appellation of origin or other proprietary right, or right of registration of such rights.
Innotech – means the entity specified in the schedule.
Customer – means the customer specified in the training request schedule.
Related Body Corporate – has the meaning given to that term by section 90 Corporations Act.
Training Material – means the training materials specified in the schedule.
Term – means the term contemplated by the clause 3.1.
9.2 – Interpretation
In this agreement:
(a) the meaning of any general language is not restricted by any accompanying example, and the words ‘includes’, ‘including’, ‘such as’ or ‘for example’ (or similar phrases) do not limit what else might be included;
(b) no rule of construction applies in the interpretation of this agreement to the disadvantage of the party preparing the document on the basis that it put forward this document or any part of it;
(c) a reference to a party is a reference to Innotech or the customer, and a reference to the parties is a reference to both Innotech and the customer; and
(d) a reference to applicable law is to any relevant law (including any subordinate or delegated legislation or statutory instrument of any kind) of a jurisdiction in or out of Australia, and also to any relevant judgment, order, policy, guideline, official directive, code of conduct, authorisation or request (even if it does not have the force of law) of any government agency or regulatory body, such as a stock exchange, within or outside Australia.