Software Licence Terms and Conditions

A pdf copy of these terms & conditions can be downloaded here

This Software Licence Agreement of Rubicon Water (refer to clause 3 for Rubicon Water contracting entity) applies, unless otherwise agreed in writing, to the licensing of all Software by Rubicon Water.

Definitions

Designated Equipment means the equipment specified in the quotation.

Designated Purpose means collection, storage, and management of water resource information as defined in the Rubicon Documentation for use within the existing areas of responsibility of the Licensee.

Enterprise Licence means a licence where the amount of designated equipment licensed is unlimited.

Licence Fee means the licence fees for the software as specified in the quotation or Purchase Order.

Licensee means the entity listed in the Purchase Order or quotation, being granted a licence by Rubicon Water in the Software.

Purchase Order means a written authorisation from the Licensee to purchase products, software or services from Rubicon Water, and includes any written agreement to Rubicon Water’s quotation.

Software means the software being licensed by Rubicon Water as specified in the quotation or Purchase Order.

1.  Licence

  1. Rubicon Water hereby grants to Licensee a personal, non-exclusive and non-transferable Software Licence:
    1. to use each item of the Software for which the Licensee has paid to Rubicon Water the Licence Fee subject to the conditions and limitations contained in this Agreement;
    2. to provide to personnel of the Licensee documentation provided by Rubicon Water to assist in the use of the Software; and
    3. to make backup copies of the Software that must include all copyright, patent or other proprietary legends appearing in a location similar to that of the original software.

2.  Charges and Payments

  1. Licensee shall pay to Rubicon Water the Licence Fee and Installation Charges listed in the Schedule.
  2. All charges shall be due and payable within 30 days from the date of invoice.
  3. Licensee shall pay all applicable (if any) value added taxes, sales taxes, user taxes and any other assessments in the nature of taxes however designated on the Software or its licence or use or resulting from this Agreement or on any amount payable or any services furnished under this Agreement.

3.  Restrictions

  1. For the duration of the Licence, the Licensee must only use the Software:
    1. for the Designated Purpose;
    2. on the Designated Equipment; and
    3. on the designated number of sites as purchased by the Licensee, which may be unlimited in the case of an Enterprise Licence.
  2. The Software must not be copied except for backup purposes nor will the Licensee use or allow the use of the Software via or in connection with a bureau or outsourcing arrangement.
  3. Licensee shall keep the Software confidential and shall not use it for any purpose other than its intended purpose. Licensee may not distribute, disclose or make available to third parties the Software, or any parts thereof or associated written materials, in any form without the express written consent of Rubicon Water.
  4. The Software is licensed for specific purposes and may not be used for any other purposes. The Software is neither warranted nor supported if used for any purposes other than the specific purposes.
  5. Licensee may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based upon the Software without the express written consent of Rubicon Water.
  6. Licensee may not modify, adapt, translate or create derivative works based on the associated written materials without the express, prior written consent of Rubicon Water.

4.  Transfer Rights

  1. The Software is licenced only to the Licensee and may not be transferred, assigned, rented, leased, or otherwise disposed of without the express written consent of Rubicon Water.
  2. If the Licence is an Enterprise Licence, the Software is licensed for the use of the original Licensee. If there is a change of control or ownership of the Licensee, the Licensee must notify Rubicon Water in writing and Rubicon Water may reassess the Licence arrangement.
  3. An independent contractor (or any third party), for the purposes of this agreement shall be treated as an employee of the Licensee, provided that the independent contractor only uses the Software and the associated written materials as authorised by this Agreement an on the premises of the Licensee. An independent contractor (or any third party) shall not use the Software or associated written materials at a location other than the Licensee’s premises without the express written consent of Rubicon Water.
  4. If the Licensee has an Enterprise Licence, for the purposes of this clause, the Enterprise Licence will be transferred or assigned to a successor to the Licensee operating within the Enterprise Limitation. Any expansion of the business or operations of the Licensee beyond the Enterprise Limitation will require the payment of additional licence and maintenance fees.

5.  Termination

  1. This Licence Agreement shall continue until terminated pursuant to its terms.
  2. In the event of termination by Rubicon Water arising from Licensee’s default, Rubicon Water will notify the Licensee of the termination which will then become effective upon receipt of the notice by Licensee. Licensee shall promptly forward to Rubicon Water all copies of the Software and associated written materials upon receipt of the termination notice.
  3. Rubicon Water may terminate this Agreement with immediate effect by giving notice to the Licensee if:
    1. the Licensee breaches any provision of this Agreement and fails to remedy the breach within 7 days after Rubicon Water’s notice requiring it to do so;
    2. if the Licensee breaches a material provision of this Agreement where that breach is not capable of remedy;
    3. the Licensee ceases to be able to pay its debts as they become due;
    4. the Licensee becomes subject to any form of insolvency or bankruptcy action that is not dismissed within 60 days; or
    5. any step is taken by a receiver or mortgagee to take possession or dispose of the whole or any part of the Licensee’s assets.

6.  Warranty

  1. Rubicon Water warrants that at the time of installation, when properly used and installed, its unaltered Software will be free from reproducible defects that cause a material variance from published specifications. Rubicon Water does not warrant that Software operation will be uninterrupted or error-free, that each defect will be corrected, or the Software will meet Licensee’s particular requirements. Rubicon Water does not warrant or make any representation regarding the use, or the results of the use of the Software or associated written materials in terms of correctness, accuracy, currentness or otherwise. The Licensee assumes all risks for any instruction code or derivative works prepared using the Software.
  2. Rubicon Water’s total liability and Licensee’s sole remedy for any warranted software shall be limited to, at Rubicon Water’s option, software replacement or return of the actual Licence Fee. This warranty is the sole warranty of any kind, either express or implied, including, without limitation, the warranties of merchantability and fitness for a particular purpose.
  3. Non-Rubicon Water owned software is excluded from this warranty but such programs are subject to the warranty provided by their manufacturers, a copy of which will be supplied to Licensee on specific written request.
  4. This warranty and any associated system warranties shall be voided in the event that Licensee deposits data into the Software’s database by any means other than that specifically authorised or approved in writing by Rubicon Water and the Licensee shall be in material breach of the terms of the Licence.

7.  Limitation of Liability

  1. The entire Rubicon Water liability to Licensee for damages concerning performance or non-performance of the Software under this Licence agreement or in any way related to the subject matter of Licence agreement shall be limited to the payment by Rubicon Water of actual damages or an amount not to exceed the total Licence Fee paid by Licensee for the Software whichever is the lesser amount.
  2. In no event shall Rubicon Water be liable for special, incidental, or consequential damages (including without limitation loss of use, time or data, inconvenience, commercial loss, lost profits or savings) to the full extent such may be disclaimed by law even if Rubicon Water has been advised of the possibility of such damages or for any claim against Licensee by any other party.

8.  Patent and Copyright Indemnity

  1. Rubicon Water agrees to defend, at its expense, any suits against Licensee based upon a claim that any item of Software furnished hereunder directly infringes any third party’s intellectual property rights and to pay costs and damages finally awarded in any such suit provided that Rubicon Water is notified promptly in writing of the suit and at Rubicon Water’s request and at its expense is given control of the suit and Licensee provides all reasonable requested assistance for defence of same.
  2. If Rubicon Water cannot obtain the right for Licensee to use functionally equivalent software to the Software, Licensee may terminate this Agreement and Rubicon Water shall refund all moneys paid by Licensee.
  3. This indemnity does not extend to any suit based upon any infringement or alleged infringement of copyright by the combination of any item of Software furnished by Rubicon Water and other elements nor does it extend to any software of Licensee’s design or formula.

9.  Protection and Security

  1. Title to the original of any item of Software delivered hereunder and any copies made by Licensee, in whole or in part for the purposes specified herein, is and shall at all times remain with Rubicon Water.
  2. Licensee acknowledges Rubicon Water’s claim that the Software contains valuable proprietary information and trade secrets and that unauthorised dissemination of the Software (including without limitation disassembly or reverse engineering) could cause irreparable harm.
  3. All copies of the Software made by Licensee including translations, compilations, partial copies within modifications and updated works, and all rights in patents, copyrights, trade secrets, and other intellectual property rights therein, are the property of Rubicon Water or its suppliers, and no title to the Software resides with or is transferred to Licensee. Licensee will reproduce and include all copyright and trademark notices, and other proprietary legends, on any such copies in accordance with Rubicon Water’s, or its suppliers’, instructions. Licensee acknowledges and agrees that the existence of any copyright notice on any item of Software shall not be construed as an admission or presumption that publication of such item of Software has occurred.
  4. The terms of this Section shall survive the termination of this Agreement.

10.  Contracting Party, Governing Law and Jurisdiction

You are domiciled in Rubicon Water Contracting Entity Contracting Entity address is Governing Law is Applicable Currency is
Australia Rubicon Systems Australia Pty Ltd, an Australian Company Rubicon Water 1 Cato Street Hawthorn East VIC 3123 Australia Victoria, Australia Australian Dollars
New Zealand Rubicon Systems New Zealand Limited Rubicon Water 18 Kermode Street Ashburton 7700 New Zealand New Zealand New Zealand Dollars
The United States of America or Canada Rubicon Systems America Inc, an American Company Rubicon Water 1501 S. Lemay Avenue, Suite 101 Fort Collins, CO 80524 USA State of Colorado, United States of America US Dollars
The People’s Republic of China Rubicon Water Systems (Tianjin) Co. Ltd, a Chinese Company Room 5-902-B No. 158 Xisan Road Tianjin Free Trade Zone (Airport Economic Area) The People’s Republic of China The People’s Republic of China Chinese Yuan
Europe excluding Spain Rubicon Global Pty Ltd, an Australian Company Rubicon Water 1 Cato Street Hawthorn East VIC 3123 Australia United Kingdom Australian Dollars
Spain Rubicon Water, S.L.U., a Spanish Company C/Melcior de Palau, 131/133 Oficina 4 (Bajos) Barcelona 08014 Spain Spain Euro
All countries not otherwise specified Rubicon Global Pty Ltd, an Australian Company Rubicon Water 1 Cato Street Hawthorn East VIC 3123 Australia Victoria, Australia Australian Dollars
A pdf copy of these terms & conditions can be downloaded here

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