Non-Distributable Software Modification License (NDSML)
End User Licence Agreement (EULA)
These licence terms are a legally binding agreement between Neo Industries Pty Ltd, trading as NeoTheme ABN: 90 147 104 621 and the Licensee(s) named in the form submitted to us when purchasing this license (the ‘NeoTheme Order Form’).
Where multiple Licensees are named in the NeoTheme Order Form, each Licensee so named is bound by the terms of this EULA severally, and this EULA shall operate as a separate agreement with each Licensee.
This EULA, as updated from time to time in accordance with this EULA, governs your use of the modules, extensions and themes specified in the NeoTheme Order Form (the ‘Software’). These terms apply also to any updates or enhancements to the Software.
By using, installing, downloading or making any copy of the Software, you accept these terms. If you do not accept these terms, you must not use the Software, and must remove and delete or destroy any copy of the Software in your possession.
Ownership of the Software
We retain ownership of and reserve all rights in the Software. No proprietary rights are assigned or transferred under this EULA. You may not copy, reproduce, modify, alter, adapt, translate, decompile or reverse engineer the Software except as permitted by law or this EULA.
What this Means: We are giving you a licence to use the Software, but we still own it. You can only use the Software as permitted under this EULA.
Grant of Licence
Upon payment of the applicable licence fees, we grant the Licensee a non-exclusive licence to use, copy, install and operate the Software, subject to the terms of this EULA.
This license extends only to the Licensee named in the NeoTheme Order Form. You may not use, copy, install or operate the Software for the benefit of any entity other than the Licensee.
This license extends only to the Domain(s) named in the NeoTheme Order Form, including related sub-domains, provided those sub-domains are operated only for the benefit of the named Licensee (the ‘Licensed Domains’). You may not use, copy, install or operate the Software in connection with any domain other than the Licensed Domains.
You may install the Software on as many servers and devices as you wish, whether virtualised or physical, partitioned or not, provided the Software is only used by the named Licensee, accessible only through the Licensed Domains.
What this Means: Upon payment of the licence fee, you can install and use the purchased modules. The licence is limited to the Licensee’s business, and restricted to the Licensed Domains. You can install the Software in whatever server configuration you wish.
If you want to use the Software for a third party (e.g. a sub-domain hosting a third party site), that third party needs to buy a separate licence. If you want to use the Software on another domain (including a mirror of the same site), you need to buy another licence.
The Licensee may only grant sub-licences to the Software as permitted by this clause. Upon payment of the licence fee, the Licensee may grant a limited sub-licence to the Software to its:
(a) web designers and developers, as necessary to develop and maintain the website accessible at the Licensed Domains; and
(b) users and customers who access the website through the Licensed Domains.
Restrictions on Use
Unless otherwise permitted by law or this EULA, you must not:
(a) Circumvent any digital rights management (DRM), technological protection measure, or similar limitation in the Software;
(b) Reverse engineer, decompile or disassemble the Software, or disclose the algorithmic nature or describe any part for the source code or inner workings of the Software;
(c) Publish the Software for others to copy;
(d) Use the Software in any defamatory, illegal or obscene way, or for any such purpose;
(e) Use, copy, rent, lease or lend the Software; or
(f) Create any derivative work or program to mimic the data or functionality of the Software.
Third Party Components
The Software incorporates some third party components, which are subject to applicable third party Software licences, incorporated by reference. A list of these third party components is available on our website: http://www.neotheme.com/third-party-software-licenses
BY AGREEING TO THE TERMS OF THIS EULA, YOU AGREE TO BE BOUND BY THESE APPLICABLE THIRD PARTY SOFTWARE LICENCES.
What this Means: The Software includes some code written and owned by third parties – they still own that code, and you also agree to their licence terms.
Website Applications and Content
We are only responsible for the Software itself. We are not responsible for any third party software, applications, code or content, whether or not it incorporates, interacts or integrates with the Software. You are entirely responsible for the development and operation of your website.
We do not give any warranty that the Software is compatible with your particular website configuration, code or content, or any other application hosted in association with the Software, other than as specified in the description of the Product on our website at the time of purchase.
What this Means: Your website configuration, code and content is outside our control. We are not responsible for your website. We do not guarantee that the Software is compatible with your website or any other module, unless stated in the Product description.
You may create backup copies of the Software for data recovery purposes, or otherwise as permitted by law. Backup copies may only be used to reinstall the Software, or restore your website, and remain subject to the terms of this EULA (including the restriction to the Licensed Domains).
We may release updates, patches, or new versions of the Software from time to time. You have no automatic right to updates, but where we choose to provide these to you, they shall be considered part of the Software and shall be governed by the terms of this EULA.
This licence is not transferrable without our prior written consent. You may not sell, rent, assign, transfer or novate your rights or obligations under this EULA.
Privacy and Anonymous Reporting
BY USING THE SOFTWARE, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION.
Indemnity and Limitation of Liability
We only accept liability to you as set out in this clause, or as required by consumer or other laws that cannot be excluded by contract. All other implied conditions or warranties are excluded. To the fullest extent allowable at law, any condition or warranty which would otherwise be implied in this EULA is excluded. We make no warranty as to fitness for any purpose, performance or compatibility.
What this Means: The Software is provided as-is. You may have rights under consumer law, but we don’t give any enhanced warranty or other guarantees – e.g. we don’t guarantee it will work with your website configuration, applications, code or content.
To the extent allowable at law our total liability is limited to (at our election), repairing (updating) or replacing the Software, or refunding the price you paid for the Software.
What this Means: If anything goes wrong, we will only replace your copy of the Software, or refund the amount you paid for it, unless otherwise required by law.
To the fullest extent allowable at law, you agree to release, indemnify, defend and hold harmless us, and our officers, employees, agents and contractors from any and all notice, demand, action, proceeding, litigation, investigation, judgment, damage, loss (including indirect, special or consequential loss), cost, expense (including legal fees on a solicitor and own client basis) and liability, however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort (including negligence) or statute and whether involving us or a third party, that arises from or in relation to your website.
What this Means: You are entirely and solely responsible for your website. If anything in relation to your website causes any loss at all, you are responsible. You agree to pay us for any loss we incur from your website.
If any of these terms are held to be invalid or unenforceable by a court of law, that part will be excluded, and the remaining valid terms will remain in full force. This EULA does not affect your rights in relation to any third party from whom you acquired the Software.
This EULA, and those documents expressly incorporated by reference, contain the entire agreement between the parties and supersedes all previous negotiations or agreements relating to your right to use the Software.
Updates to this EULA
We may update this EULA from time to time by notice on our website, or by including the updated EULA in a Software update. Such variation will be effective upon posting those notifications and changes on our website, or your installing the Software update, without further notice to you.
Any delay or failure to exercise or enforce our rights under this EULA will not be construed as a waiver of those rights, nor preclude any future exercise of those rights.
In the event that we obtain the legal assistance to enforce this EULA for your apparent breach of these terms, all legal fees (on a solicitor own client basis) incurred in enforcing this EULA may be recovered from you.
You agree that in case of a dispute or claim, you will first attempt to informally negotiate a settlement or resolution of the dispute by contacting firstname.lastname@example.org and informing us in a comprehensive way of the grounds of your dispute before resorting to any legal action.
The laws of the State of Queensland, Australia apply to this EULA and the parties submit exclusively to the courts of that jurisdiction.
This EULA establishes certain legal rights, but you may have other legal rights under the laws of your state or country. This EULA will only change your rights under the laws of your state or country to the extent permitted by those laws.
Representatives, Successors and Assigns
We may assign or novate our rights and obligations under this EULA at any time by notice on our website. Upon such assignment or novation, our obligations and benefits under this EULA are binding on and shall benefit our respective representatives, successors and assigns.
Please direct any questions, comments or concerns about this EULA to email@example.com