The terms and conditions ascribed hereunder constitute a binding agreement between Mantis Technologies Pty Ltd (ACN 107 280 400) (the "Company") and ACPANA Business Systems Inc (the "Third Party") and each End User of the Mantis Docsafe End User Software Products and all associated Services. End Users should read all of the following terms and conditions carefully, and confirm acceptance prior to proceeding and/or downloading and/or installing this Software Product and/or accessing any Services.
1. The Software Product
The subject of this License Agreement is the Data Deposit Box TM Software Product in which this license is embedded and any related updates provided to End Users including computer software (collectively, the "Software Product") and all related services (the "Services"). The Software Product does not include bug fixers, error connections, patches, new releases, or any other component not specified in this License Agreement.
2. Software License Grant
Upon the following terms and conditions including payment of any applicable Fees:
A. The End User accepts the grant of a non-exclusive, non-transferable and non-assignable license, for the End Users own personal, internal and use purposes only, to install and use the Software Product on one or more computers where such computers are owned or leased by End User; and,
B. The Company and the Third Party agree to use commercially reasonably efforts to provide the Services to the End User.
3. Ownership and Intellectual Property Rights
The Software Product is protected by copyright. The Software Product and the Services are propriety and confidential of the Company (and/or the Third Parties). All rights, title and interest in, and to, the Software Product and Services (including associated intellectual properties rights) are and will remain vested in the Company and/or the Third Party.
The Company and/or the Third Party holds all intellectual property rights in all intellectual property contained and displayed through the Software Product and Services, including;
A. copyright in all content, other than that content contributed by End Users; and,
B. Trade marks and other logos whether registered or unregistered.
The use of such trademarks, logos, or other information and content is expressly prohibited and should not be taken, reproduced, or used by any other person or entity without the prior written consent of the Company.
Nothing in this License Agreement or otherwise contained on this site should be construed as providing a license to use any of the intellectual property associated with the Software Product, the Services, or the Site
4. License Restrictions
The Software Product is licensed to End User, not sold, and as such the End User may not sublicense, assign, resell, share, pledge, rent or transfer any of it’s rights under this License Agreement in relation to the Software Product or any of the Services or any portion thereof.
Except as expressly permitted by copyright laws, no copying, redistribution, displaying, performing, reproducing, licensing, transferring or publications of the Software Product or any of the Services’ content is permitted without the express permission of the Company and the Third Party, which consent should be at their sole discretion. Any copy made is subject to the provisions of this agreement, and all titles, trademarks, copyright notices and other legends should be reproduced on such copy.
End Users may not use or copy the Software Product in whole or in part, except as expressly provided for in this License Agreement. The End User may not modify, translate, reverse engineer, decompile, disassemble, or create derivative works for Software Products or otherwise attempt to:
A. defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Software Product including, without limitation, any such mechanism used to restrict or control the functionality of the Software Product; or,
B. derive the source code or the underlying ideas, algorithms, structure or organisation form of the Software Product.
End Users will, at all times including during and after the term of this License Agreement, keep the Software Product and the content for the Services confidential.
The Company and the Third Party reserve the right to:
(a) modify, amend or cease to offer any of the Services associated with the Software Product upon providing the End User with ten days prior notice, which shall be posted on the website from which the Services are accessed by the End User; and,
(b) modify this License Agreement at any time by posting the amended terms on the website, which posting shall constitute notice to the End User. All amended terms shall be effective immediately upon such notice.
End Users agree to indemnify and hold the Company, the Third Party and their directors, offices and employees, harmless from all claims, liabilities, damages, losses, including reasonable legal fees and expenses, due to arising out of your use of the Software Product and the Services or breach of this agreement by the End User.
In connection with the Services provided, End Users agree as follows:
A. only the registered user of the account may use the Software Product and the Services;
B. End User is solely responsible for the contents of End Users email messages, attachments and stored files and the Company and the Third Party reserves the right to remove from it’s servers any content that may expose the Company and/or the Third Party to potential criminal, civil or other liability. The decision of the Company and/or Third Party may be made at the sole discretion of the Company and Third Party without recourse.
C. End User may not distribute through the Services any attachments, documents or files that:
- infringe on any copyright, patent, trade secret, trade mark or other third party proprietary rights;
- violate any law, statute, ordinance or regulation;
- is defamatory;
- are obscene; or,
- contain viruses, trojan horses, worms, time bombs or similar harmful programming routines.
D. End User may not use the Software Product or the Services for any unlawful purpose;
E. End User may not use the Software Product in a manner that may damage, disable, overburden or impair either the Services or the networks connected to the Services;
F. End User may not attempt to gain unauthorised access to the Service, including but without limitation, through hacking or password mining;
G. End User may not use the Software Product or Services to collect information about third parties, including without limitation, email addresses.
5. Payment of Fees
In consideration of the Services provided to End User and the use of Software Product, the End User agrees to pay the Company by authorised credit card any applicable fees (the "Fees"), together with all applicable taxes as prescribed on the Docsafe site.
End User has thirty days from the date that any discrepancy appears in End User statement or any invoice to notify the Company in order to receive an adjustment or credit, after which time, all Fees will be deemed correct and no refund will be payable.
End User may cancel End Users subscription to the Services prior to the renewal period by providing the Company with 5 days written notice by email or letter.
6. Duration of License
This license shall be in effect from a time that End User installs the Software Product and/or accesses any of the Services and/or accepts the terms and conditions of this License Agreement.
The license shall remain in effect for so long as the End User subscribes to the Services unless this license is otherwise terminated.
This license will terminate upon the conditions set forth in this License Agreement or if End User fails to comply with any term or condition of this License Agreement, including failure to pay any applicable Fees.
In addition the Company may terminate this agreement without cause by providing you with 15 days prior notice by email. End Users agree upon expiration of termination of this License Agreement to immediately uninstall the Software Product and destroy all copies of the Software Product in it's possession and or under their control.
7. Disclaimer of Warranty
The Company and the Third Party seek to provide a quality Software Product to End Users. However, the Company cannot guarantee that events beyond their control will not impede the Software Product, the Services, or the Site. As such the Software Product is provided on an 'as is' basis, and any reliance on the Software Product or Services is at the sole risk of the End User.
The End User releases the Company and the Third Party and the Company and the Third Party expressly disclaim any and all liability and responsibility for:
(a) any act or omission made by any person or otherwise, in reliance on the Software Product or the Services;
(b) any loss associated with the use or reliance upon Software Product, the Services, or data contained on this Site;
(c) any loss or damage associated with the use of the Software Product;
(d) any loss or damage associated with a failure of the Software Product to perform as intended (where such failure was not reasonably preventable by the Company or the Third Party);
(e) any representation made to the End User which was relied upon to the End User's detriment.
The Company does not guarantee nor does it represent or warrant, whether express or implied, that:
(a) the Software Product or Services will meet the End Users requirements;
(b) the operation of the Software Product or Services will be uninterrupted or error free or secure or accurate or complete or current.
The Company is not responsible for any content recorded, provided, or transmitted by End Users, nor any loss, damage or otherwise that results therefrom. The Company is under no obligation to vary, delete, or otherwise monitor content as contributed by End Users.
Any End User intending to rely on this site , Services, or Software Product is individually responsible for independently verifying the accuracy, currency, and completeness of the information and data contained herein. The Company makes no representations, warranties, or guarantees, whether express or implied, as to the accuracy, currency, completeness, or availability of the Services, Software Product, or this Site and the information contained herein.
8. Limitation of Liability
The aggregate liability the Company and the Third Party under or in connection with this License Agreement shall be limited to direct money damages not to exceed the total of prior payments made by End User for the Software Product and Services in the six months prior to the act or omission giving rise to the liability.
Notwithstanding anything to the contrary contained herein, in no event shall the Company and/or the Third Party be liable under any theory of contract, tort, strict, statutory liability, or other legal or equitable theory, or otherwise for any indirect, consequential, special or incidental damages, even if the Company and/or the Third Party have been advised of the possibility thereof including, without limitation, loss profits, lost business revenue, other economic loss or any loss of data rising out of the use of or inability to use the Software Product or the Services or the cost for substitute goods or services.
9. Acknowledgment of Third Party
The End User acknowledges and accepts this License Agreement on the basis that:
(a) the Software Product and the Services are supplied by the Company to the End User through the Third Party. The Company does not accept any liability for the acts or omissions of the Third Party in regard to this License Agreement which causes a failure in the operation of the Software Product or Services;
(b) the Company is not responsible for maintaining, securing, and otherwise protecting the Software Product and Services against potential failure which may affect or otherwise cause loss or damage to the content stored using the Software Product.
10. Privacy Policy
End User acknowledges that this privacy policy may be updated from time to time and End User agrees to obtain any consents required from individuals who personal information may be accessed pursuant to the transactions contemplated by this agreement in connection with the users contemplated by this privacy policy
End Users agree that the Company and the Third Party shall be entitled to use any personal information to which the Third Party and or the Company may have access to pursuant to the transaction contemplated by this License Agreement (including, without limitation, access which may be provided by End User making use of the Software Product and the services) in accordance with the terms of the Third Party's privacy policy, which can be accessed at http://mydata.datadepositbox.com/Privacy.asp?html=1
11. General Provisions
(i) Benefit of the Agreement
This License Agreement is binding upon the heir, successors, executors or otherwise, and permitted assigns of each party.
(ii) Severability
If one or more provisions of this License Agreement are found to be invalid or unenforceable, this agreement shall not be rendered inoperative, rather the remaining provisions shall continue in full force and effect.
(iii) Governing Law
This License Agreement shall be governed by the laws of the State of Queensland, Australia and the parties hereby agree to the jurisdiction of the Courts of the State of Queensland.
(iv) End Users Enquiries
The End User has entered into this License Agreement based on their own enquiries and not in reliance on the statements of the Company or the Third Party.
By selecting the "Continue" option, and downloading the Software Product or otherwise accessing any Servers, you consent to be bound by and are a party to this End User Software License and Services Agreement (the "License Agreement"). If you do not agree with all of the terms and conditions of this License Agreement do not download the Software Product or access any related Servers or Services, and do not proceed to click the "Active Account" button.