Zeller SDK EULA

The purpose of this EULA is to provide Licensee with Software to develop software that runs in conjunction with certain proprietary Zeller software (Zeller Software). Therefore, all licenses granted for Software are granted solely for the purpose of designing, developing, and testing software that operates in conjunction with Zeller Software. Licensor reserves all rights not expressly granted.

Licensor grants to Licensee a personal, non-exclusive, nontransferable, royalty-free
license to:

1. use and copy the Software;
2. create derivative works of the Sample Code and Libraries; and
3. distribute the Sample Code and Libraries, and any derivative works thereof that Licensee creates, in object code form as part of Licensee's software (Licensee
   Software).

If Licensee chooses to exercise rights under Section 1.2, Licensee agrees:

1. not to remove or obscure any copyright, trademark or patent notices that appear on the Software as delivered to Licensee;
2. to remain at all times responsible and liable for the misuse of the Software by Licensee's employees and consultants;
3. not to use Licensor's name, logo, or trademarks to market the Licensee Software;
4. to distribute the Licensee Software that is based on any Sample Code, or Libraries, pursuant to an industry standard end user license agreement that protects Licensor's rights to the same or greater degree than this EULA;
5. to be solely responsible to Licensee's customers for any update or support obligation or other liability which may arise from such distribution;
6. not to make any statements that the Licensee Software is “certified,” or that its performance is guaranteed, by the Licensor;
7. to indemnify, hold harmless, and defend Licensor from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of the Licensee Software.
   

Licensee agrees not to:

1. reverse engineer, decompile, modify or disassemble the Software;
2. modify, adapt, alter, translate, or incorporate into or with other software or create a derivative work of any part of the Software, except as expressly permitted;
3. publish the Software for others to copy;
4. use the Software to create, develop, or use any program, software, or service which:
   1. takes away the functionality of any Licensor software or product;
   2. contains any viruses, Trojan horses, worms, logic bombs, cancel bots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
   3. when used in the manner in which it is intended, violates any applicable law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, competition and consumer law, antidiscrimination, false advertising, or privacy);
   4. interferes with the operability of other Licensor or third-party programs or software.
      
      

This EULA shall continue perpetually but may be terminated by either party upon prior written notice. Without prejudice to any other rights, Licensor may terminate this EULA upon immediate written notice if Licensee fails to comply with the terms and conditions of this EULA. In such event, Licensee must destroy all copies of the Software and all of iits component parts in its possession.

Licensee is not obligated to provide any upgrades or future versions of the Software. Licensee reserves the right to discontinue offering the Software or to modify the Software at any time, in its sole discretion. If Licensee is dissatisfied with any aspect of the Software at any time, the sole and exclusive remedy is to cease using the Software.

Licensee is not obligated to provide any technical or other support for the Software.

With respect to any technical or other information Licensee provides to Licensor (whether oral or written) in connection with the Software (including but not limited to reporting errors, or making suggestions for improvements or changes to the Software), Licensee agrees that Licensor has a perpetual, irrevocable, unrestricted right to use such information for its business purposes, including for product support and development.

Licensor warrants that the Software will perform substantially in accordance with the accompanying materials for a period of ninety (90) days from the date of receipt (Limited Warranty).

The Limited Warranty is the only express warranty made to Licensee and is in addition to rights under the Australian Consumer Law described in clause 5.4 and in addition to any other rights and remedies that may be available to you under law.

THE SOFTWARE IS LICENSED 'AS IS'. ANY REPRESENTATION, WARRANTY, CONDITION, GUARANTEE, INDEMNITY, OR UNDERTAKING THAT WOULD BE IMPLIED IN, OR AFFECT, THIS AGREEMENT BY LEGISLATION, COMMON LAW, TORT, EQUITY OR BY PERFORMANCE, DEALING, TRADE, CUSTOM, OR USAGE IS EXCLUDED. HOWEVER, THE LICENSEE HAS RIGHTS BY LAW UNDER THIS AGREEMENT THAT CANNOT BE EXCLUDED, AND THIS AGREEMENT IS SUBJECT TO THOSE RIGHTS.

Nothing in the EULA excludes, restricts or modifies any consumer guarantee, right or remedy conferred on Licensee by the Australian Consumer Law or any other applicable law that cannot be excluded, restricted or modified by agreement. To the fullest extent permitted by law, the liability of Licensee for a breach of either a non-excludable guarantee referred to in this clause or the Limited Warranty is limited, at Licensor's option, to: (a) in the case of goods, any one or more of the following: (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of the goods; (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of the cost of having the goods repaired; or (b) in the case of services: (i) the supplying of the services again; or (ii) the payment of the cost of having the services supplied again. This is the Licensor's sole and exclusive remedy in relation to the Limited Warranty.

This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use, or a virus.

Licensee's exclusive remedy for any breach of the Limited Warranty is contained in clause 5.4.

In no event shall the Licensor be liable to the Licensee for any indirect, incidental, consequential or special damages or any loss of profit or revenue. The Licensor's cumulative liability under the EULA (including relating to any indemnity) shall not exceed AUD$1,000.

Licensee shall defend, indemnify, and hold harmless Licensor and its related bodies corporate and their respective directors, officers, employees, contractors, agents, and end users (Indemnified Parties) against any third party claim, suit, or proceeding (Claim) and any liability, damage, loss, cost, and expenses (including legal fees) arising from the Claim (Damages) threatened or brought against any Indemnified Party alleging that any product of the Licensee which uses or incorporates the Software infringes (including contributory infringement) or misappropriates any third party intellectual property right. The Indemnified Party shall provide Licensee written notice of any Claim within a reasonable time after the Indemnified Party receives written notice of the Claim. The Indemnified Party’s failure to provide timely written notice will not excuse Licensee’s obligation under this Agreement unless lack of actual notice of the Claim has a substantially adverse effect on Licensee’s ability to defend the Claim. Licensee shall not settle any Claim, and no settlement of a Claim will be binding on the Indemnified Party, without its prior written consent, which will not be unreasonably withheld.

The EULA is governed by and must be construed in accordance with the laws in force in Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria and the Commonwealth of Australia in respect of all matters arising out of or relating to this EULA, its performance or subject matter.

This EULA is the entire agreement between Licensor and Licensee relating to the Software and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.