Licence Agreement

ELECTROTECHNIK PTY LTD SOFTWARE LICENSE AGREEMENTafter

BEFORE YOU COMPLETE THE INSTALLATION PROCESS, CAREFULLY READ THIS AGREEMENT. BY CLICKING THE APPLICABLE BUTTON TO COMPLETE THE INSTALLATION PROCESS, YOU CONSENT TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT WISH TO BECOME A PARTY TO THIS AGREEMENT AND BE BOUND BY ALL OF ITS TERMS AND CONDITIONS, CLICK THE APPROPRIATE BUTTON TO CANCEL THE INSTALLATION PROCESS, DO NOT INSTALL OR USE THE SOFTWARE.

Refer to the Definitions section of this Agreement subsequent to reviewing the following sections.

Upon installing SafeGrid you and your company have already agreed to be bound by the agreement herein. A copy is merely provided here for your reference. Note it may not be the latest version of the agreement to which you have agreed.

This document was last modified on 14/08/2023.

1. Standards
   This SOFTWARE was written using methods and data from the latest Standards and their amendments, or where it is not compliant with the latest, the SOFTWARE release falls within the period of waived compliance as nominated in the relevant Standards (i.e. when a new Standard or amendment is released it may not be compulsory to comply with the new requirements for a period of typically 6 months after its release).This SOFTWARE does not address or utilise all the relevant Standards documents nor clauses of the referenced Standards which may be applicable for the situation, scenario or requirements of the user. It is the responsibility of the user and not the SOFTWARE for ensuring all relevant Standards and clauses are addressed. Therefore the use of this SOFTWARE is not a substitute for the direct use of the Standards documents.It is the user’s responsibility for ensuring the SOFTWARE is not outdated by all the relevant Standards. To do this the user should refer to the Help à Standards menu within the SOFTWARE and then check and compare this information is up-to-date by referring to the website of the relevant Standards authorising body.Versions of the SOFTWARE which are no longer compliant with the latest Standards are not supported by ELEK.

2. Qualified and Experienced Persons
   This SOFTWARE shall only be utilised by suitably qualified and experienced persons. All inputs to and outputs from the SOFTWARE must be checked and verified by qualified and experienced persons.

3. Definitions
   “Agreement.”  Means this Electrotechnik Pty Ltd SOFTWARE Licence Agreement.
   “Computer.” or “computer.” Means one computing hardware device.
   “ELEK.” Means Electrotechnik Pty Ltd and is a trademark of this company which is organised under the laws of Australia.
   “Licence Service.”  Means the service provided by ELEK under the Updates and Support Scheme which is required for activation and deactivation of licences on computers.
   “Maintenance.”  Means maintenance of the SOFTWARE by ELEK which is covered under the Updates and Support Scheme.
   “SOFTWARE.”  Means the computer SOFTWARE provided with this Agreement (including all upgrades that may be provided by ELEK as part of the Updates and Support Scheme for which you have paid the applicable fees) that you are authorised to install together with the accompanying documentation. Third party SOFTWARE is not included in the definition of the term “SOFTWARE” which are licenced pursuant to the specific terms of their Agreements.
   “Updates and Support Scheme.”  Means the updates (maintenance) and support (technical or administrative) associated with the SOFTWARE or other SOFTWARE services program provided by ELEK and lasting for the duration of time identified in the applicable quote or other offer documentation.
   “Upgrade.” Means any supplemental or replacement code for SOFTWARE you have previously licensed from ELEK.
   “You.”  Means you, the individual using the SOFTWARE, as well as your employer, if you are using the SOFTWARE within the scope of your employment. If you are using the SOFTWARE within the scope of your employment, then you represent that you are authorised to bind your employer to this Agreement.

4. Grant of Licence
   In consideration of, and conditioned upon, your payment of the applicable fees to ELEK, ELEK hereby grants you a limited, non-exclusive right to use (in accordance with one of the license types listed below) the specific SOFTWARE, as such SOFTWARE and license type are identified in the applicable documentation provided by ELEK to you, but only pursuant and subject at all times to the terms and conditions of this Agreement. Unless otherwise provided in the applicable documentation provided by ELEK to you, the applicable license type is a named user license as described in Section 4.1. below. While your use rights may extend to a prior version of the SOFTWARE, your use rights do not extend to any Upgrades for the applicable SOFTWARE unless such Upgrades are provided to you during the Limited Warranty period noted below in Section 10 or are provided to you as part of the SOFTWARE Service for which you have paid the applicable fees. The SOFTWARE is in "use" when loaded into temporary memory (i.e. RAM) or installed into permanent memory (e.g. hard disk, CD-ROM, DVD-ROM or storage device). Except as expressly authorise floating, concurrent, or shared use is not permitted under this Agreement.

The specific use rights granted to you depend upon the following type of license you have acquired.

4.1   Named User Licence (Default)

The licence for this SOFTWARE that is supplied by default (unless otherwise stated in the offer documentation) is for a Single Named User. The SOFTWARE may be installed on up to two (2) computers in a single workplace of the Named User. Only the designated Named User, however, may use or otherwise run the SOFTWARE and the SOFTWARE shall not be run concurrently (i.e. shall only be launched on one computer at a time).

4.2   Computer Based Licence

At your discretion, you may convert a named user license to a computer based license. If you have acquired a computer based license or converted a named user license to a computer based license the SOFTWARE may only be installed and used on one (1) computer in your workplace. While the SOFTWARE must be installed and used on the same computer under a computer based license, there is no limitation on the number of your employees that may access and use the SOFTWARE on such computer; provided, however, that the SOFTWARE may not be run concurrently (i.e. only one instance of the SOFTWARE shall be launched on one computer at a time).

Regardless of whether the SOFTWARE is used under a named user license or a computer based license, in no event may any of the SOFTWARE be installed or used on a network storage device.

4.3   SOFTWARE Key

The SOFTWARE requires a SOFTWARE Key code, and as such you acknowledge that the SOFTWARE will not function without a certain, unique SOFTWARE key code or hardware key. This SOFTWARE key code or hardware key will be furnished to you by ELEK and you agree that such SOFTWARE key code and hardware key is to be used solely with the SOFTWARE for which it is provided. While ELEK may (in its sole discretion) provide you with the applicable key prior to receipt from you of the applicable license fees, you will remain obligated to pay such fees to ELEK.

The ongoing use of SOFTWARE Keys for activating and deactivating licences on computers requires access to the Licencing Service which is a service paid for under the Updates and Support Scheme. SOFTWARE which is licenced is permitted to be installed onto multiple computers of the Named User’s workplace however it may be used concurrently only by the licenced number of users allowed.

4.4   Third Party Contractors

If you have acquired one of the licenses set forth in Section 4.1, 4.2, and 4.3 above, then third party contractors that you have engaged may (if you desire) access and use the SOFTWARE solely for your benefit; provided: (i) the contractor (or, if applicable, its employee) shall be considered, as applicable, the Named User or Authorised User for purposes of the applicable license type, and all use by such contractor shall be in accordance with the terms and conditions of this Agreement, (ii) before accessing the SOFTWARE, the contractor agrees in writing that (a) the SOFTWARE shall be used solely in accordance with the terms of this Agreement and solely for your benefit and (b) the contractor shall be liable to ELEK for any breach by it of this Agreement, (iii) you hereby agree and acknowledge that you will be liable for any and all actions or omissions of the contractor with respect to the use of the SOFTWARE, as if such actions or omissions were your own.

4.5   Licence Transfer
If you have a named user license or computer based license, you may transfer the SOFTWARE to a third party in the same country provided that you notify ELEK in writing of such transfer (including the name and location of such third party), such third party accepts the terms and conditions of this Agreement, and after such transfer, you uninstall and do not retain any copies of the SOFTWARE (including all Upgrades that you may have received) nor retain any of the written materials accompanying the SOFTWARE. ELEK may, in its discretion, charge you a fee for the transfer of the SOFTWARE. If you have purchased an academic institution licence the license is non-transferable and you may not, without the prior written consent of ELEK, distribute or otherwise provide the SOFTWARE to any third party or to any of your sites or facilities not expressly identified in the applicable sales documents.

5. Compliance
   You agree that the SOFTWARE may collect and communicate certain SOFTWARE, hardware, and use information through ELEK’s Licencing Service (Section 7.1) for the purposes of (i) checking for, notifying of and performing any updates, (ii) ensuring that you have complied and are complying with the terms and license conditions in this Agreement, including your use of valid SOFTWARE key codes or hardware keys or both, and (iii) ELEK's internal product development. The information collected and communicated does not include any proprietary data of the user. ELEK will not provide any of the information to any third party except as required (i) by law or legal process, or (ii) to enforce compliance with the terms and license conditions in this Agreement, including your use of valid SOFTWARE key codes or hardware keys or both.

6. License Term

This Agreement shall continue until the earlier of (i) any termination as provided in this Agreement, or (ii) the expiration of the Agreement as set forth below.

6.1   Fixed-term Licences

You hereby acknowledge and agree that this Agreement will expire automatically at the end of the Term. However, if you have not acquired a perpetual license, subject to ELEK’s acceptance, you may continue the Term for an additional period by remitting the then-current applicable license fee to ELEK. You hereby acknowledge and agree that the SOFTWARE may stop working and become unusable unless you pay the license fee and, if applicable, are provided with new authorisation codes. Any use of the SOFTWARE after the term expires will violate the terms of this Agreement.

6.2   Perpetual Licences

Pursuant to a perpetual license, you can use the SOFTWARE indefinitely, subject to the termination provisions in this Agreement however you must understand and agree that SOFTWARE which relies on the Licencing Service to activate and deactivate licences onto computers requires the user to have a paid up-to-date account under the Updates and Support Scheme (Section 7) for the licence to remain in perpetual use.  Perpetual licences which are protected by hardware key (dongle) do not generally have this requirement.

6.3   Termination

This Agreement shall automatically terminate upon failure by you to comply with its terms.

6.4   Effect of Termination or Expiration

Upon termination or expiration of this Agreement, regardless of the reason, the license grants contained herein shall terminate and you must immediately cease all use of the SOFTWARE and immediately remove all installed copies of the SOFTWARE. Sections 8, 9, 10, 11, 12 of this Agreement, shall survive any expiration or termination of this Agreement.

6.5   Upgrades: Additional Licenses for Prior Versions

If the SOFTWARE is an Upgrade, you may only use the SOFTWARE if (i) you have (at the time you receive the Upgrade) a valid license to use the pre-existing SOFTWARE (the Pre-existing License) and (ii) the Upgrade was provided to you in accordance with the Limited Warranty noted below in Section 10 or provided to you as part of the SOFTWARE Service for which you have paid applicable fees. The license Agreement accompanying the Upgrade (the Upgrade License) applies to your use of the Upgrade; provided, however, (i) you may only install and use the Upgrade on those computers on which you are authorised to use the pre-existing SOFTWARE pursuant to the Pre-existing License and (ii) in no event may you run both the Upgrade and the pre-existing SOFTWARE concurrently. Further and with respect to any SOFTWARE delivered and licensed under this Agreement (Delivered SOFTWARE), you may elect to install and use a pre-existing version of the applicable SOFTWARE (rather than the Delivered SOFTWARE); provided, (i) you have an authorised copy of the pre-existing version of the Delivered SOFTWARE, (ii) all use will be pursuant to and in accordance with this Agreement (including the license type acquired for the Delivered SOFTWARE), and (iii) that notwithstanding anything in this Agreement to the contrary, in no event shall ELEK be required to support any versions of the SOFTWARE (including providing applicable SOFTWARE key codes or hardware keys) other than the then most current version of the Delivered SOFTWARE.

7. Updates and Support Scheme (Maintenance)

The SOFTWARE maintenance updates, technical and administrative support of the SOFTWARE which incorporates the provision of the Licencing Service falls under the Updates and Support Scheme. The Updates and Support Scheme is included for the first twelve (12) months. Thereafter the user shall pay the applicable renewal fee for continuing access to the benefits of the scheme including for access to the Licencing Service. If the user has allowed the Updates and Support Scheme to lapse but would like to reinstate the service then a payment based on the current SOFTWARE price is to be determined by ELEK.

7.1   Licencing Service

ELEK provides the specific licencing service for the SOFTWARE under the Updates and Support maintenance scheme. The Licencing Service provides a flexible, reliable and secure platform for ELEK to regulate the licencing under the terms of the Agreement and for the user to control their own SOFTWARE licence(s). ELEK shall provide unique identifying codes for usage with the Licencing Service which it is the responsibility of the user to keep safe as ELEK will not be held responsible for their misuse.

7.2   Licence Activations/Deactivations

You may activate or deactivate a licence (transfer between computers) an unlimited number of times provided your Updates and Support Scheme maintenance is up-to-date (included for the first 12 months). The SOFTWARE is activated (locked) onto a particular computer or up to two (2) computers for a Named User licence using the Licencing Service. Therefore a user must activate a licence onto a computer to enable the SOFTWARE to be used and in doing so the Licencing Service will decrement from the total number of computer activations allowed depending on the licence type. The licence can be used on the activated computer for as long as it remains in working order or does not undergo significant maintenance such that it results in loss of the SOFTWARE being installed or causes for the re-prompting of the SOFTWARE to be activated.

A user may deactivate the licence using the Licencing Service for a particular computer and transfer it to another computer provided that the user is subscribed to the Updates and Support Scheme. If a computer unexpectedly malfunctions before a user is able to deactivate a licence for transfer to another computer then ELEK may manually deactivate the computer as part of the Licensing Service as long as the users Updates and Support Scheme maintenance is current and up-to-date.

8. Copyright

The SOFTWARE, and all copies of the SOFTWARE, are owned by ELEK or its suppliers and are protected by applicable copyright laws and international treaty provisions. The SOFTWARE, and copies thereof, are licensed only, and are not sold or leased. Therefore, you must treat the SOFTWARE like any other copyrighted material. You may, however, (i) make a reasonable number of copies of the SOFTWARE solely for backup or archival purposes and (ii) make a reasonable number of copies of the documentation that accompanies the SOFTWARE solely for your internal use in connection with your use of the SOFTWARE. In no event may you remove or alter any copyright, patent, trademark, or other legal notices or disclaimers that exist in the SOFTWARE. All rights not expressly granted to you in this Agreement are reserved to ELEK. Further, and without limiting the foregoing, no license or any right of any kind (whether by express license, implied license, the doctrine of exhaustion, or otherwise) is granted under any ELEK intellectual property right of ELEK with respect to any other product(s) of ELEK or of any third party, including the right to use any of these other products.

9. Restrictions

You may not (i) reverse engineer, decompile, or disassemble the SOFTWARE; (ii) use the SOFTWARE to gain access to unencrypted data in a manner that defeats the digital content protection provided in the SOFTWARE; (iii) sub-license, lease, lend, or rent the SOFTWARE; (iv) disclose in whole or in part, distribute in whole or part, modify, or create derivatives of the SOFTWARE; or (viii) directly or indirectly, export, re-export, download, transmit, or ship the SOFTWARE in violation of any applicable laws or regulations in which you use or are downloading the SOFTWARE. Further, all uses of the SOFTWARE shall be in accordance with the applicable documentation that accompanies the SOFTWARE and not in any manner intended to (or that) circumvents such documentation or the intent of this Agreement.

10.   Marketing

By using our SOFTWARE, you acknowledge and agree that we have the right to use and display your business’ logo and trade names for marketing and promotional purposes in connection with our Services, subject to your business’ trademark usage guidelines as provided to ELEK. If you do not wish for us to use your logo in our marketing material, you may provide written notice that you withdraw your consent for us to do so.

11.   Limited Warranty

Except for SOFTWARE provided under an evaluation license which SOFTWARE is provided without warranty, ELEK warrants, for your benefit alone, that for a period of ninety (90) days from the date the SOFTWARE is shipped to you (or, if downloaded, from the date the SOFTWARE is first downloaded by you) (i) the SOFTWARE will perform substantially in accordance with the accompanying documentation, and (ii) the medium on which the SOFTWARE is recorded will be free from defects in materials and workmanship under normal use and service ("Limited Warranty"). Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Some states/jurisdictions do not allow limitations on duration of an express or implied warranty, so the above or any other limitation provided herein may not apply to you. In such event, such warranties are limited to the minimum warranty period allowed by applicable law. You must obtain a Return Material Authorization number from ELEK before returning the SOFTWARE under warranty to ELEK and you agree to pay expenses for shipment fees (not applicable for downloadable software) and administrative fees as determined by ELEK. The Limited Warranty is void if failure of the SOFTWARE has resulted from accident, abuse, misapplication, improper calibration by you, third party products (i.e., hardware or SOFTWARE) used by you which are not intended by ELEK for use with the SOFTWARE, utilization of an improper hardware or SOFTWARE key (if applicable), or unauthorised use or application of the SOFTWARE.

12.   No Other Warranties

EXCEPT AS EXPRESSLY SET FORTH ABOVE, NO WARRANTIES, EITHER EXPRESS OR IMPLIED ARE MADE WITH RESPECT TO THE SOFTWARE, THIRD PARTY SOFTWARE OR SOFTWARE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THERE ARE NO OTHER WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. ELEK DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT RELATING TO THE SOFTWARE, THIRD PARTY SOFTWARE, AND THE SOFTWARE SERVICES. ELEK DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF THE SOFTWARE OR SOFTWARE SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE AND DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE OR SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

13.   Disclaimer

WHILE EVERY EFFORT HAS BEEN MADE AND ALL REASONABLE CARE TAKEN TO ENSURE ACCURACY OF THE SOFTWARE, THE CONTRIBUTORS AND PUBLISHERS OF THIS SOFTWARE SHALL NOT BE HELD RESPONSIBLE IN ANY WAY WHATSOEVER AND EXPRESSLY DISCLAIM ANY LIABILITY OR RESPONSIBILITY FOR ANY LOSS OR DAMAGE, COSTS OR EXPENSES, HOWSOEVER INCURRED BY THE PERSON WHETHER THE USE OF THIS SOFTWARE OR OTHERWISE INCLUDING BUT WITHOUT IN ANY WAY LIMITING ANY LOSS OR DAMAGE, COSTS OR EXPENSES INCURRED AS A RESULT OF OR IN ANY CONNECTION WITH THE RELIANCE, WHETHER WHOLE OR PARTIAL BY ANY PERSON AS AFORESAID UPON ANY PART OF THE CONTENTS OF THIS SOFTWARE.

Electrotechnik Pty Ltd http://www.elek.com