This Software License Agreement (Agreement) is a binding agreement between you and Studio Library Pty Ltd (Licensor) for the use of the Software. The “Effective Date” of this Agreement is the date of your initial access to or use of the Software (as defined below).
By clicking on the “I agree” (or similar button or checkbox) that is presented to you at the time or prior to initial access to the Software, or by using or accessing the Software, you agree to be bound by the terms of this Agreement.
1.1 “GST” means Goods and Services Tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
1.2 “Licensed Software” means the software described as Studio Library Pro, being an application for the management of digital assets.
1.3 “Support Services” means support or assistance in relation to the Licensed Software.
1.4 “Updates” means any update, fix, release, revision, variation or enhancement of the Licensed Software that may be provided by the Licensor.
2.1 License Grant. Subject to your compliance with this Agreement, you are granted a limited, non-exclusive, and non-transferable license to use the Licensed Software in accordance with the terms of this Agreement.
2.2 License Restrictions. Except as expressly permitted by this Agreement, you agree not to:
2.3 Duplication of the Licensed Software. You agree not to duplicate or make copies of the Licensed Software for commercial purposes.
2.4 Ownership and Restrictions. All intellectual property rights and title to the Licensed Software shall remain with the Licensor and no interest or ownership therein is conveyed to you. You do not have the right to modify (even for purposes of error correction), adapt, or translate the Licensed Software or create derivative works therefrom, except as necessary to configure the Licensed Software using the menus, options and tools provided for such purposes and contained in the Licensed Software, without the consent of the Licensor.
2.5 Reverse Compiling. You agree not to engage in reverse compiling (including reverse compiling to ensure interoperability), reverse engineering and other source code derivation of the Licensed Software.
2.6 Updates. The Licensor may at its discretion make available for download or distribution Updates of the Licensed Software. You agree that any revised versions of the Licensed Software may contain functionality that is different from the previous version of the Licensed Software. The Licensor is not required to ensure continued compatibility of the Licensed Software with any existing or revised software systems.
2.7 Support Services. This License Agreement does not make express provision for any Support Services. Any support provided in relation to the Licensed Software shall be at the discretion of the Licensor.
2.8 AI Restrictions. You agree that:
3.1 Fees. You agree to pay fees or other charges (if applicable) for the use of the Licensed Software.
3.2 Taxes. The fees are exclusive of, and you are responsible for, duties and taxes (if applicable).
3.3 GST. In addition to the fees and any taxes payable, if applicable, you must pay the Licensor an additional amount equal to the GST that is payable on the supply. Such GST amount must be paid at the same time as the relevant fee.
3.4 Invoicing and Payment. All payments of fees and charges under this Agreement (where applicable) shall be made in USD and shall be made at or before the time of access to the Licensed Software.
4.1 The Licensor provides no warranties in relation to the Licensed Software.
4.2 You agree that any use or installation of the Licensed Software by you is at your own risk. If you intend to rely on this software for a particular use, you must test it prior to use to ensure that it meets your requirements.
4.3 You must not use this Licensed Software in any circumstances where there is a risk that failure might result in physical injury or loss of life.
4.4 You may notify the Licensor of any issues or bugs discovered in the Licensed Software. The defect report will be taken into consideration by the Licensor and investigated at its discretion.
4.5 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LICENSED SOFTWARE IS PROVIDED “AS IS”, AND THE LICENSOR DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY (I) OF MERCHANTABILITY OR SUITABILITY, (II) OF FITNESS FOR A PARTICULAR PURPOSE, OR (III) OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
4.6 You must use the Licensed Software only in accordance with the instructions or manual provided with the Licensed Software and only for the intended purpose for which the Licensed Software is distributed. You agree to indemnify the Licensor for any claims or damages arising out of your misuse or wrongful use of the Licensed Software.
To the maximum extent permitted by applicable law, the Licensor shall not be liable to you or any third party in relation to any losses or damages whatsoever in relation to your use of the Licensed Software. The Licensor expressly excludes all indirect, special, incidental, consequential or punitive damages, including without limitation any lost profits or revenues, loss or inaccuracy of any data, or cost of substitute goods, regardless of the basis of liability (including negligence). The Licensor’s aggregate liability to you for actual direct damages for any cause whatsoever shall be limited to the amount you paid for the use of the Licensed Software.
The license to use the Licensed Software is valid until terminated by the Licensor or by you. Your rights to use the Licensed Software under this Agreement will terminate automatically and without notice if you fail to adhere to any terms of this Agreement. Upon termination of this Agreement, you shall stop using the Licensed Software and delete all copies of the Licensed Software.
7.1 Governing Law and Venue. This Agreement is governed by the laws of the State of Victoria, Australia. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties submit to the exclusive jurisdiction of the courts in Victoria, Australia.
7.2 Electronic Signing. You agree to receiving this Agreement in electronic format.
7.3 Variation. The Licensor may vary the terms of this Agreement from time to time. The Licensor will notify you of any updates to the terms of this Agreement and you will be responsible to review, consider and accept the updated terms. Any failure to accept the updated terms may affect your access to the Licensed Software.
7.4 Assignment. Neither this Agreement nor any right, obligation, or the Licensed Software may be assigned by you. Any purported assignment in violation of the foregoing is void. Subject to the foregoing, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties, and their permitted successors and assigns.
7.5 Severability/Waiver. If any provision of this Agreement is declared unlawful, void, or unenforceable, then that provision shall be limited to the extent enforceable, or otherwise severed, and will not affect the validity and enforceability of the remaining provisions. No waiver of any contractual right will be effective unless in writing by an authorised representative of the waiving party. No waiver of a contractual right will be deemed a waiver of any future right.
7.6 Third Party Rights. Notwithstanding any other provision in this Agreement, nothing in this Agreement shall create or confer any rights or other benefits in favour of any person not a party hereto.
7.7 Intellectual Property Rights/Remedies. Nothing in this Agreement waives or limits extra-contractual rights or remedies available to the Licensor to protect its rights in the Licensed Software, including those available under copyright law, international treaties or national copyright and intellectual property laws of the countries in which you use the Licensed Software.