- 1. INTRODUCTION AND NATURE OF AGREEMENT
- 1.1. By downloading Banksia Software from P & C Micros Pty. Ltd. or its subsidiaries or related entities (‘P&C’), you (‘User’) agree to the terms and conditions contained herein (‘Agreement’).
1.2. This Agreement is made by the User in favour of P&C in relation to the use of a Demonstration Instance of the Banksia Software.
- 1.3. This Agreement confers upon the User a Demonstration License to use the Demonstration Instance of the Banksia Software, for a limited-term at a single location.
1.4. Where the User or the User’s related corporate entity has entered into a Banksia User Agreement with P&C for the provision of a Site License for the Banksia Software, then this Agreement shall be fully superseded by that Banksia User Agreement, as at the date it is executed.
- 1.5. This Agreement is to be governed and determined in accordance with the law of the State of Victoria, Australia, and the parties must submit to the jurisdiction of the courts of that state.
- 1.6. P&C reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Demonstration Instance. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as “Additional Terms”) will be effective immediately and incorporated into this Agreement. Your continued use of the Demonstration Instance following will be deemed to constitute your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference. A copy of the full current Demonstration Licence Agreement will always be made available on the Banksia website (www.banksiafems.com).
- 2. DEMONSTRATION LICENSE
- 2.1. P&C hereby grants to the User a limited, non-exclusive, and non-transferrable Demonstration License to use the Demonstration Instance of the Banksia Software.
- 2.2. The Demonstration License is provided for the sole purpose of the User trialling the Banksia Software to determine its suitability for implementation into the User’s family entertainment centre or similar business.
- 2.3. The Demonstration License is valid for a period of three months from the date of acceptance of this Agreement.
- 2.4. At the expiry of the Demonstration License period, the Demonstration Instance will cease to be operable.
- 2.5. The term of the Demonstration License may be extended by written agreement with P&C, prior to the expiry of the three-month Demonstration License.
- 3. INTELLECTUAL PROPERTY
- 3.1. The User acknowledges that the Software, services, trademarks and logos, Material, and Intellectual Property provided under this Agreement are original and valuable to P&C.
- 3.2. The User acknowledges that P&C has the superior right and title to all the Intellectual Property in the Software and any other Material.
- 3.3. This Agreement does not confer in favour of the User any rights to the Intellectual Property other than those expressly provided by this Agreement.
- 3.4. The User agrees to keep confidential all information and data disclosed by P&C, which is not publically available.
- 3.5. The User may not sell, copy, supply, reverse compile, or otherwise deal with the Intellectual Property in any manner other than that expressly provided by this Agreement.
- 3.6. The User agrees that it will only use the Intellectual Property for the use contemplated at clause 2.2, and not for any other purpose.
- 3.7. The User undertakes not to breach or infringe the Intellectual Property rights in any way, either directly or indirectly, through application or otherwise.
- 3.8. The User provides P&C a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, and distribute any of the User’s content which you submit, post or display on or through, the Demonstration Instance.
- 4. WARRANTIES AND RISK
- 4.1. The Demonstration Instance (and any Material) are provided ‘as is’ and without warranty of any kind.
- 4.2. P&C disclaims all warranties with regard to the Software and Material, express or implied, including, without limitation, any implied warranties of fitness for a particular purpose, merchantability, merchantable quality, or non-infringement of third-party rights.
- 4.3. P&C assumes and bears no liability whatsoever for the Demonstration Instance, and the User acknowledges that the entire risk as to the quality and performance of the Software and Material rests with the User.
4.4. P&C is not required to provide any support or software updates in relation to a Demonstration Instance, but may do so at its sole discretion and as a gesture of goodwill.
- 4.5. In no event will P&C be liable to the User for any loss of use, interruption of business, or any direct, indirect, special, incidental, or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract, tort (including negligence), strict product liability or otherwise, even if P&C has been advised of the possibility of such damages.
- 5. SOFTWARE USE
- 5.1. The User agrees not to, and not to cause or permit others to:
- 5.1.1. make alterations to the Software or any of its elements;
- 5.1.2. assign, transfer, sub-license, rent, lease, loan, or otherwise grant rights to the Software to others;
- 5.1.3. use the Software in any manner to derive any source code, or, for any reason, decompile, translate, disassemble, decode, or reverse engineer the Software;
- 5.1.4. disclose to any third-party any non-public information concerning the Software’s internal design, structure, operation,
- 5.1.5. remove, conceal or obliterate any copyright, trademark, patent, copy registration, or product identification notices,
numbers, or markings on or in the Software; or
- 5.1.6. disclose the results of any benchmark tests, performance tests or measurements, or other information or data, on the Software to any third-party without P&C’s prior written approval.
- 6. TERMINATION OF DEMONSTRATION LICENSE
- 6.1. P&C may, at its absolute discretion, and with no notice or reason being provided, terminate the Demonstration License
provided by this Agreement, without prejudice to any other rights of P&C.
- 6.2. The User may discontinue the use of its Demonstration Instance at any time by ceasing to use it and deleting it.
- 7. DEFINED TERMS
“Software” shall mean executable object code of software programs and the patches, scripts, modifications, enhancements, designs, concepts or other materials that constitute the Software programs necessary for the proper function and operation of the system as delivered by P&C and accepted by the Customer.
“Material” means user manuals, instructional guides, installation manuals, and any material on the Banksia website or otherwise provided to the User by P&C.
“P&C” means P&C Micros. Pty. Ltd, Australian Company Number A.C.N. 007 106 407, of Melbourne, Australia.
“Intellectual Property” includes but is not limited to the software, trademarks, patents, copyrights, processes, designs, know how, confidential information, and other intellectual property, registered or unregistered in or pertaining to Banksia, licenced to the User.