Software License Agreement

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING OR USING THE SOFTWARE.

BY CLICKING ON THE "ACCEPT" BUTTON, OPENING THE PACKAGE, DOWNLOADING THE PRODUCT, OR USING THE EQUIPMENT THAT CONTAINS THIS PRODUCT, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON AND THE INSTALLATION PROCESS WILL NOT CONTINUE, RETURN THE PRODUCT TO THE PLACE OF PURCHASE FOR A FULL REFUND, OR DO NOT DOWNLOAD THE PRODUCT.

1. License Grant.

(a) SecuTech grants you, for 3 years from the date of download (the “Term”), a temporary, non-exclusive license to use the program with which this license is distributed (the “Software”), and related documentation as provided by SecuTech to you, for evaluation purposes only.

(b) This license does not include any rights to alter, modify, reverse engineer, decompile, disassemble the Software, related documentation, or other proprietary information of SecuTech. SecuTech shall provide no support or maintenance services with respect to the Software.

2. Ownership.

The Software, the related documentation, and all authorized copies thereof, shall remain the exclusive property of SecuTech, and shall not be used in any way other than as allowed by this Agreement. You acknowledge that, as between SecuTech and you, the Software and its related documentation and all copyrights, trade secret rights and other intellectual property rights with respect thereto, are and will at all times be the property of SecuTech, even if suggestions made by you are incorporated into current or subsequent versions of the Software or related documentation.

3. Confidentiality.

(a) You acknowledge that the Software, related documentation and other related materials provided by SecuTech are confidential information of SecuTech (“Confidential Information”). You agree to use the Confidential Information only for the limited term of this license and solely for the purpose of evaluation, and to take all steps reasonably necessary to maintain and protect the Confidential Information in the strictest confidence for the benefit of SecuTech.

(b) You agree that you will not, at any time without the express written permission of SecuTech, disclose the Confidential Information directly or indirectly to any third person, excepting your employees who have expressly agreed in writing to be bound by the terms of this Agreement. This obligation of confidentiality set forth in this Section will survive the termination of this Agreement.

(c) The definition of Confidential Information shall not include information that is (1) already in the public domain; (2) discovered or created by you independently of any involvement with SecuTech or the Software; or (3) otherwise learned by you through lawful means other than from SecuTech or anyone connected with SecuTech.

4. Disclaimer of Warranty.

YOU AGREE AND ACKNOWLEDGE THAT SECUTECH SHALL HAVE NO RESPONSIBILITIES TO YOU TO CORRECT ANY DEFECTS OR PROBLEMS IN THE SOFTWARE OR THE RELATED DOCUMENTATION, OR TO ASSURE THAT THE SOFTWARE OPERATES PROPERLY. SECUTECH DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SOFTWARE AND THE RELATED DOCUMENTATION, WHETHER EXPRESS OR IMPLIED, INCLUDING SPECIFICALLY THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE AND THE RELATED DOCUMENTATION IS PROVIDED “AS IS”, AND YOU UNDERSTAND THAT YOU ASSUME ALL RISKS OF ITS USE, QUALITY, AND PERFORMANCE.

5. Liability.

SecuTech shall have no liability whatsoever to you in connection with this Agreement, including without limitation, liability for any problems in or caused by the Software or the related documentation, whether direct, indirect, special or consequential (including lost profits).

6. Termination.

(a) SecuTech may terminate this agreement immediately upon notice in the case of a breach of this Agreement by you.

(b) You agree to destroy or erase all copies of Software in your possession if you are no longer use or purchase SecuTech products.

7. Export.

The Products are subject to regulation by United States, European Union, and/or other government agencies, which prohibit export or diversion of the Products to certain countries and certain persons.

8. General.

(a) This Agreement may not be assigned by you or by operation of law to any other person, persons, firms, or corporation without the express written approval of SecuTech.

(b) All notices and demands hereunder shall be in writing and shall be served by personal service, facsimile or by mail at the address of the receiving party set forth below (or at a different address as may be designated by such party by written notice to the other party). All notices or demands by mail shall be by certified or registered mail, return receipt requested, or by nationally-recognized private express courier, and shall be deemed complete upon receipt.

(c) This Agreement shall be governed by and construed in accordance with the laws of Australia, as if performed wholly within the state and without giving effect to the principles of conflict of law. If any portion hereof is found to be void or unenforceable, the remaining provisions of this License shall remain in full force and effect. This License constitutes the entire License between the parties with respect to the use of the Software.

(d) SecuTech and you are acting as independent contractors and not as agents, partners, or joint ventures with the each other for any purpose. Except as provided in this Agreement, neither SecuTech nor you shall have any right, power, or authority to act or to create any obligation, express or implied, on behalf of the other.

(e) THE TERMS AND CONDITIONS OF THIS EVALUATION LICENSE AGREEMENT SHALL SUPERSEDED AND REPLACE ANY END USER LICENSE AGREEMENT THAT MAY BE CONTAINED IN THE SOFTWARE. In addition, no provisions in your purchase order or in any other business forms employed by you will supersede the terms and conditions of this Agreement, and no supplement, modification, or amendment of this Agreement shall be binding.

(f) You have read this Agreement and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communications, oral or written, and all other communications between them relating to the license and to the subject matter hereof. No representations or statements of any kind made by SecuTech, which are not expressly stated herein, shall be binding on SecuTech.

Last updated: 2015-11-27