Outdoor Kitchen Planner
The Outdoor Room Australia Pty. Ltd grants you a non-exclusive, non-transferable license to use the Software, in accordance with the following terms and conditions:
The Software may be used on a single desktop or laptop computer, or downloaded on server for multiple use. The Software may not be copied, altered, modified or rebranded in any way.
Accordingly, you hereby irrevocably agree and warrant that:
(i) neither your use of the Software, nor the manner in which you intend to use such Software, will directly or indirectly infringe the legal rights of any third party,
(ii) you have all requisite power and authority to execute this Agreement and to perform your obligations hereunder and
(iii) you agree to comply with all applicable laws and regulations. You may not make, sell, rent, lease, sublicense or otherwise distribute copies of the Software, or electronically transfer the Software from one computer to another or over a network, nor use the Software to develop any software or other technology having the same primary function as the Software, including but not limited to using the Software in any development or test procedure that seeks to develop like software or other technology, or to determine if such software or other technology performs in a similar manner as the Software.
You agree that The Outdoor Room Australia Pty. Ltd may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse The Outdoor Room Australia Pty. Ltd for all reasonable expenses related to such audit, in addition to any other direct or indirect liabilities that may result out of such non-compliance.
Except as otherwise set forth herein, all rights, titles and interests in and to all
(i) registered and unregistered trademarks, service marks and logos;
(ii) patents, patent applications, and patentable ideas, inventions, and/or improvements;
(iii) trade secrets, proprietary information, and know-how;
(iv) all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired;
(v) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software; and
(vi) all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with The Outdoor Room Australia Pty. Ltd.
("The Outdoor Room Australia Pty. Ltd Intellectual Property Rights") are exclusively owned by The Outdoor Room Australia Pty. Ltd, and you agree to make no claim of interest in or ownership of any such The Outdoor Room Australia Pty. Ltd Intellectual Property Rights.
The Outdoor Room Australia Pty. Fresco Frames and other trademarks contained in the Software are trademarks or registered trademarks of The Outdoor Room Australia Pty. Ltd. and/or its subsidiaries.
Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. Unauthorized copying of the Software or any accompanying documentation, or failure to comply with the terms and conditions contained herein will result in automatic termination of the present License Agreement and will make available to The Outdoor Room Australia Pty. Ltd all available legal remedies.
YOU AGREE THAT THE SOFTWARE IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND “AT YOUR OWN RISK” BASIS, EXCEPT AS OTHERWISE NOTED IN THE PRESENT AGREEMENT.
The Outdoor Room Australia Pty. Ltd EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
The Outdoor Room Australia Pty. Ltd DOES NOT MAKE ANY WARRANTY THAT THE SOFTWARE LICENSED HEREUNDER WILL MEET ANY REQUIREMENTS, OR THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES The Outdoor Room Australia Pty. Ltd MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH SAID SOFTWARE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM The Outdoor Room Australia Pty. Ltd SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU HEREBY IRREVOCABLY AGREE THAT The Outdoor Room Australia Pty. Ltd'S ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND/OR FOR ANY BREACH OF THIS AGREEMENT, IS SOLELY LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE DURING THE TERM OF THE PRESENT AGREEMENT. IN NO EVENT SHALL The Outdoor Room Australia Pty. Ltd, ITS LICENSORS AND SUB-CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF The Outdoor Room Australia Pty. Ltd HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A COUNTRY, PROVINCE OR STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, The Outdoor Room Australia LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH COUNTRY, PROVINCE OR STATE. The Outdoor Room Australia Pty. Ltd, its licensors and sub-contractors disclaim any and all loss or liability resulting from, but not limited to:
(i) loss or liability resulting from access delays or access interruptions;
(ii) loss or liability resulting from data non-delivery or data mis-delivery;
(iii) loss or liability resulting from acts of god or acts beyond The Outdoor Room Australia Pty. Ltds control;
(iv) loss or liability resulting from the unauthorized use or misuse of any account number, password, security authentication option; or
(v) loss or liability resulting from errors, omissions, or misstatements in any and all information provided under this Agreement. The Warranty Disclaimer and Limited Liability set forth above are fundamental elements of the basis of the agreement between The Outdoor Room Australia Pty. Ltd and you. The Outdoor Room Australia Pty. Ltd would not be able to provide the Software on an economic basis without such limitations. Such Warranty Disclaimer and Limited Liability inure to the benefit of The Outdoor Room Australia Pty. Ltd's licensors.
You acknowledge that all information concerning the Software is "Confidential and Proprietary Information". You agree that you will not allow the duplication, use or disclosure of any such Confidential and Proprietary Information to any person (other than your own employees who must have such information for the performance of their duties), unless authorized in writing by The Outdoor Room Australia Pty. Ltd. "Confidential and Proprietary Information" is not meant to include any information which, at the time of disclosure, is generally known by the public.
You agree to release, indemnify, defend and hold harmless The Outdoor Room Australia Pty. Ltd and any of its sub-contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses, relating to or arising out of
(i) this Agreement or the breach of your warranties, representations and obligations under this Agreement,
(ii) your use of the Software, including without limitation infringement or dilution by you and
(iii) any intellectual property or other proprietary right of any person or entity. The Outdoor Room Australia Pty. Ltd shall have the irrevocable right to participate in any defense of a third-party claim related to your use of the Software, with counsel of its choice. The terms of this paragraph shall survive any termination or cancellation of this Agreement.
Your rights under the present License Agreement are not assignable or transferable. Any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at The Outdoor Room Australia Pty. Ltd's option.
You acknowledge and agree that you shall not import, export, or re-export, directly or indirectly, any products incorporating or using the Software and/or any of The Outdoor Room Australia Pty. Ltd Intellectual Property Rights in violation of any laws and regulations of any applicable jurisdiction.
No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of The Outdoor Room Australia Pty. Ltd. The remedies of The Outdoor Room Australia Pty. Ltd under this Agreement shall be cumulative and not alternative, and the election of one remedy for a breach shall not preclude pursuit of other remedies. The failure of a The Outdoor Room Australia Pty. Ltd, at any time or from time to time, to require performance of any obligations hereunder shall not affect its right to enforce any provision of this Agreement at a subsequent time, and the waiver of any rights arising out of any breach shall not be construed as a waiver of any rights arising out of any prior or subsequent breach.
The Software may contain third party software which requires notices and/or additional terms and conditions. By using the Software, you are also accepting the additional terms and conditions, if any, set forth therein.
This Agreement will be governed and interpreted in accordance with the Laws of Australia and without regard to the United Nations Convention on the International Sale of Goods. This Agreement is the entire agreement between the Parties and supersedes any other representations, communications or advertising with respect to the Software, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.
If you have any questions, please contact in writing:
The Outdoor Room Australia Pty. Ltd
Suite 1, 13-25 Church St.
Hawthorn, Victoria, 3123 Australia.