TERMS AND CONDITIONS OF USE OF USER LICENCE GRANTED FOR FREE TRIAL AND EVALUATION OF RUBY VISION SOFTWARE PRODUCT/S:

Introduction

RUBY VISION GLOBAL SOLUTIONS PTY LTD, of Level 38, 71 Eagle Street, Brisbane, QLD, 4000, Australia is the owner of the Intellectual Property Rights in the Materials and agrees to licence the Materials to the user on the terms set out in this Agreement.

TERMS

  1. DEFINITIONS & INTERPRETATION

    1. Definitions: In this Agreement, unless the context requires otherwise

Australian Consumer Law means the law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Authorised Users means only the person registering for the free software trial.

Commencement Date means the date that you receive confirmation of access by email.

Confidential Information means all information provided by one party to the other in connection with this Agreement where such information is identified as confidential at the time of its disclosure or ought reasonably be considered confidential based on its content, nature or the manner of its disclosure, but excluding information that enters the public domain or is disclosed to a party by a third party, other than through a breach of this Agreement.

User Data means all works and materials:

  • uploaded to, stored on or processed using the Software by or on behalf of the Authorised User, or Ruby Vision on the User’s behalf; and

  • otherwise provided by the User to Ruby Vision in connection with this Agreement.

Intellectual Property Rights means any and all, current and future, intellectual and industrial, property rights and interests, including any:

  • patents, trade marks, service marks, rights in designs, trade names, copyrights, topography rights, utility models, eligible layout rights, inventions, discoveries, trade secrets, Confidential Information, know-how, software and improvements, and any applications, or rights to apply, for registration of any of them;

  • rights under licences and consents in relation to any of them; and

  • other forms of protection of a similar nature or having equivalent or similar effect to any of them,

in Australia and in the world, whether registered or unregistered, for the duration of the rights and interests.

  • means any claim, action, loss, cost, expense, charge, outgoing or payment (including any legal costs, on a full indemnity basis) and damage or liability of any kind.

Licence means the licence granted under clause 2.3.

  • means the Software and any associated media and any information (in writing or in electronic format) at any time provided by Ruby Vision for use with a component of the Software.

Ruby Vision means Ruby Vision Global Solutions Pty Ltd ACN 645 812 157.

Software means the software product for which you have registered for a free trial, that is RUBYFOOD, RUBYF&F or RUBYCOS.

Term means three (3) months from the Commencement Date or any renewal date.

Third Party Software means freeware or open source software or software that is owned by third parties (including database software, e.g. MySQL), ImageMagick).

Update means new versions of, and updates to, the Services, whether for the purpose of fixing an error, bug or other issue or enhancing the functionality of the Services but excludes any software, services or updates marketed, licenced or sold by Ruby Vision as a new version or new release.

  1. Interpretation:  In this Agreement: the Introduction is correct and forms part of this Agreement; neuter includes masculine and feminine; singular includes plural and vice versa; reference to a person includes a body politic or corporate, an individual and a partnership and vice versa; headings do not affect construction; no rule of construction applies to the disadvantage of a party because that party put forward this Agreement or any portion of it; another grammatical form of a defined word has a corresponding meaning; reference to a party: (i) if more than one means each of them jointly and severally; and (ii) includes a successor to the rights or obligations of that party under this Agreement. 

  1. LICENCE

    1. The User acknowledges and agrees that Ruby Vision owns all Intellectual Property Rights in the Materials.

    2. Except as expressly stated herein, this Agreement does not grant the User any Intellectual Property Rights, or any other rights or licences in respect of the Materials.

    3. Subject to agreement to these terms and conditions, Ruby Vision grants to the user, a non-exclusive, non-transferable licence to:

      1. access and use the software installation at the URL provided

      2. for the Term;

      3. solely for the purpose of trial and evaluation of the software for the internal business purposes of the User’s organisation, with the intention to pay licence fees for the solution deployed, or to recommend to clients who are seeking such a solution and have the means and intention to pay licence fees for such a software solution.

      4. subject to and in accordance with the terms and conditions set out in this Agreement.

    4. Any Third Party Software is subject to its own licence agreements. The User agrees that it will read, understand and agree to such terms and conditions when installing any Third Party Software.

    5. Ruby Vision may, in its sole discretion, make Updates available for the Software from time to time.

  2. LICENCE RESTRICTIONS

    1. The Intellectual Property Rights in the Material are owned by Ruby Vision.

    2. The Licence does not confer on the User any ownership or Security Interest in the Materials. The User may not modify or remove any copyright notice that may be in or on the Materials.

    3. Unless permitted by law or as otherwise expressly permitted in this Agreement, the User must not, nor may the User authorise any third person to:

      1. reproduce, copy, download, scrape, store, publish, transmit, transfer, communicate, distribute, disseminate, sell, rent, lend or otherwise use the Materials, or any part of the Materials, in any form or by any means;

      2. modify or make any alterations, additions or amendments to any part of the Materials;

      3. make the Materials available to any person other than an Authorised User;

      4. convert material from the Materials into an electronic format other than the one in which it was supplied;

      5. reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the Materials or reproduce all or any portion of the said components;

      6. remove, alter, circumvent or tamper with any trademarks, copyright notices, copyright protection devices, disclaimers or other legal notices or

      7. use the Materials for remote hosting, ASP services, to act as a bureau or for time-sharing use without the prior written consent of Ruby Vision.

    4. If the User transfers possession of any copy of the Materials to another party, without obtaining Ruby Vision's prior written consent, the Licence shall be automatically terminated.

    5. The User must ensure that, prior to use of the Software by the User its employees or agents, all such parties are notified of the Licence and the terms of this Agreement.

  3. USER DATA

    1. The User has no Intellectual Property Rights in data entered by the user into this trial instance of the software.  However, companies who take a commercial licence of the software, will have full intellectual property rights of their data.

    2. The User shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the User Data.

    3. In the event of any loss or damage to User Data, Ruby Vision shall not be responsible for any loss, destruction, alteration or disclosure of User Data caused by the User or any third party.

  4. CONFIDENTIALITY

    1. A party will not, without the prior written approval of the other party, disclose the other party's Confidential Information.

    2. Information entered by the User into the trial instance cannot be considered confidential data, as this instance is used by others who are evaluating the software.

    3. A party will not be in breach of clause 7.1 in circumstances where it is legally compelled to disclose the other party's Confidential Information or where disclosure is made by Ruby Vision to its employees, agents or contractors for the purposes of supplying the Materials or providing support, Updates or bug fixes.

    4. Each party will take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged for the purposes of this Agreement, do not make public or disclose the other party's Confidential Information.

    5. Despite any other provision of this clause, a party may disclose the terms of this Agreement (other than Confidential Information of a technical nature) to its related companies, solicitors, auditors, insurers and accountants.

    6. This clause will survive the termination of this Agreement.

  5. WARRANTIES, LIABILITY & INDEMNITY

    1. Ruby Vision warrants that, to the best of knowledge, the Materials do not infringe the Intellectual Property Rights of any third party.

    2. To the full extent permitted by law, Ruby Vision excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in this Agreement.

    3. Without limiting the above:

      1. The Materials are not a substitute for professional advice, expertise, knowledge or training. Ruby Vision recommends users exercise skill and care when using the Materials and that users carefully review the accuracy and completeness of the results obtained before applying them, and as far as possible independently verify the results.

      2. The data (e.g. regulatory data, raw material data, etc) contained in the Materials is not guaranteed or warranted for accuracy and completeness. The data could contain technical inaccuracies or typographical errors. The use of such data is not a warranty of the accuracy of that data or an endorsement or guarantee of the data. The User should draw on independent inquiries and the User's own knowledge and expertise before acting on the basis of results obtained from the Materials.

    4. This Agreement is to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, guarantees, conditions or obligations (including the Australian Consumer Law).

    5. To the full extent permitted by law, Ruby Vision excludes all Liability in respect of loss of data, interruption of business or any consequential or incidental damages.

    6. Either party’s Liability for any claim relating to this Agreement will be reduced to the extent to which the other party contributed to the damage arising from the Liability.

  6. TERMINATION OF THE LICENCE

    1. The Licence shall terminate on the earliest of:

      1. The expiration of the Term or any renewed term of the Agreement;

      2. A date agreed by Ruby Vision and the User; and

      3. The date this Agreement is terminated under clause 9.2 or 9.3.

    2. Ruby Vision may terminate this Agreement and any Licence granted immediately by giving notice in writing to the User if the User breaches a term of this agreement.

  7. EFFECT OF TERMINATION

    1. After this Agreement is terminated or expires the User must:

      1. immediately stop using the Materials;

      2. deliver up to Ruby Vision all Confidential Information of Ruby Vision in its possession or under its control, or in the possession or under the control of its servants or agents.

    2. The termination of this Agreement shall not affect any right of action which may have accrued to either party in respect of any breach prior to the date of such termination.

  8. GENERAL

    1. This Agreement is taken as accepted by the user, on electronic acceptance of terms and conditions at the time of registering for a free trial account.

    2. Ruby Vision may assign any and all of its right, title and interest under this Agreement. 

    3. The User may not assign its right, title and interest in this Agreement to any person without the prior written consent of Ruby Vision (which consent may not be unreasonably withheld).

    4. This Agreement will be governed by and construed in accordance with the laws for the time being in force in Queensland, Australia and the parties agree to submit to the jurisdiction of the courts and tribunals of Queensland.

    5. No forbearance, delay or indulgence by a party in enforcing the provisions of this Agreement will prejudice or restrict the rights of that party, nor will any waiver of those rights operate as a waiver of any subsequent breach.

    6. Should any part of this Agreement be or become invalid, that part will be severed from this Agreement. Such invalidity will not affect the validity of the remaining provisions of the Agreement.

    7. If a dispute or difference arises out of or relates to this Agreement, or the breach, termination, validity or subject matter of it, any party must give the other party a notice of dispute.

      1. Within five (5) Business Days after receiving a notice, the parties will meet to resolve the dispute.  Each party will be represented by a person having authority to agree such resolution or methods.  All aspects of the meeting, except the fact of its occurrence, will be confidential and without prejudice to the parties’ rights, obligations and liabilities. 

      2. If the dispute is not resolved in accordance with clause 12.10.1, the parties may agree to endeavour in good faith to settle the dispute by mediation in accordance with the Australian Centre for International Commercial Arbitration (ACICA) Mediation Rules before having recourse to litigation.

      3. If the parties do not agree to submit to mediation in accordance with clause 12.10.2 within five (5) Business Days of a request to do so by either party or the dispute cannot be resolved at mediation, then either party may initiate court proceedings in relation to the dispute.