PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY.
By downloading and using the SHOTPlus Software, You agree to be bound by this agreement.
The SHOTPlus Software and associated information has been developed by or on behalf of and is licensed to You by Orica International Pte Ltd (Registration Number 200802587K) having its registered office at 78 Shenton Way #06-15/16/17, Tower 2, Singapore 079120 (“Orica”).
In this agreement:
(a) “Orica Group” means Orica and each of its Related Companies from time to time.
(b) “Related Company” means a related body corporate as that expression is defined in the Corporations Act 2001 (Cth).
(c) “SHOTPlus Software” means the software application, and the data, information, graphics and all other material used with the software application, which is made available for download by Orica (or a member of the Orica Group) from time to time from the Blasters Desktop application, and includes any upgrades or updates to the software or data, and any associated or related documentation or printed materials. The SHOTPlus Software will be provided in object code format only.
(d) “You” or “Your” means the entity or individual downloading the SHOTPlus Software, and in whose name the SHOTPlus Software has been registered.
1 LICENCE
(a) In consideration of payment by You of the fees and charges payable prior to the download and installation of the SHOTPlus Software, as determined by Orica from time to time (the “Licence Fee”), and completion of the registration and activation process as part of the Blasters Desktop activation process, Orica grants You a non-exclusive, non-transferable, non-sublicensable, personal licence (“Licence”) to use the SHOTPlus Software, for Your own internal business purposes, subject to the terms of this agreement.
(b) The Licence is issued to You for use on one computer/machine at a single site or location at any point in time.
(c) You must not use, rent, lend, lease, sell, distribute or otherwise transfer the SHOTPlus Software or any copy, modification, translation or adaptation of the SHOTPlus Software in whole or in part except as permitted by law or as expressly set out in this agreement.
(d) You must not allow a third party to use the SHOTPlus Software and generally must not deal with the SHOTPlus Software other than in a manner consistent with Your own internal use. Except as permitted under the Copyright Act 1968 (Cth), You must not reproduce, download to a third party location, perform or use in public, adapt, modify, copy, transmit in any form by any process whatsoever, reverse compile, disassemble or otherwise reverse engineer all or any portion of the SHOTPlus Software.
2 LICENCE PERIOD
(a) The Licence commences on the date the SHOTPlus Software is activated via a unique code supplied by or on behalf of Orica, and continues for a period of 12 months, unless extended in accordance with this clause or terminated earlier in accordance with clause 5 of this agreement (the “Licence Period”).
(b) Thirty days prior to the expiry of the then current Licence Period, You may renew the Licence Period and this agreement for an additional 12 months for an additional Licence Fee at the then current prevailing rates. On receipt of such additional Licence Fee Orica will provide a re-activation code for the SHOTPlus Software.
(c) Upon expiry of the Licence Period or termination of this agreement, the SHOTPlus Software will cease to operate (unless the Licence is then renewed and the SHOTPLUS Software is reactivated).
3 MAINTENANCE
(a) Orica will provide support services during the term of the Licence Period, including, but not limited to, telephone and email support, as well as software fixes, upgrades and updates which are generally made available to all users of SHOTPlus 5.
(b) SHOTPlus will incur an annual support fee as notified to you by Orica payable in advance at the start of the License Period.
(c) The terms of the SHOTPlus Software Support services may be updated from time to time by Orica.
(d) By accepting this agreement, You are accepting the legal terms relating to SHOTPlus Software Support services. Any supplemental software code or related materials that Orica provides You as part of any SHOTPlus Software Support services, paid or otherwise, are to be considered part of the SHOTPlus Software and are subject to this agreement.
(e) Orica may use any technical information You provide to Orica for any Orica business purposes, without restriction, including for product support and development.
4 RIGHTS IN SHOTPLUS SOFTWARE:
(a) In this agreement, “Intellectual Property Rights” means all intellectual property rights throughout the world and includes rights in respect of copyright (including future copyright), inventions, patents (registered or otherwise), trade marks (registered or otherwise), designs, trade secrets, know-how and confidential information.
(b) All Intellectual Property Rights in the SHOTPlus Software including, without limitation, copyright in the SHOTPlus Software and associated data in all text, images, diagrams and layouts incorporated into SHOTPlus Software are owned or licensed by Orica. You acknowledge that this agreement does not transfer any rights, including Intellectual Property Rights, in the SHOTPlus Software to You.
(c) You must not remove any copyright, trade mark or other proprietary notices of Orica or its suppliers or licensors incorporated into or displayed by the SHOTPlus Software.
(d) You acknowledge and recognise that SHOTPlus, ORICA and the interlocking rings device are trade marks of Orica. Any third party trade marks are trade marks of the respective third parties.
(e) Except as permitted under the Copyright Act 1968 (Cth), You must not reproduce, copy, download to a third party location, perform or use in public, adapt, transmit in any form by any process whatsoever, reverse compile, disassemble or otherwise reverse engineer all or any portion of the SHOTPlus Software.
(f) You may make any copies of the SHOTPlus Software reasonably required for:
(i) operational use in accordance with this agreement;
(ii) backup and security purposes; and
(iii) in-house educational and training purposes.
(g) If the SHOTPlus Software is modified, altered or merged by You (whether with or without Orica’s consent), You must:
(i) pay all costs associated with the modification, alteration or merger; and
(ii) indemnify Orica against all liability, including any loss, cost or damage, which may be incurred by Orica if the modification, alteration or merger infringes any third party’s Intellectual Property Rights or otherwise causes Orica to suffer or incur any loss, cost or damage.
(h) The SHOTPlus Software remains Orica’s property even if modified, altered or merged, whether or not the modification, alteration or merger is made in accordance with this agreement. You hereby assign on creation to Orica all Intellectual Property Rights You may have arising out of any modification, alteration or merger of the SHOTPlus Software undertaken by or on behalf of You.
(i) You must notify Orica immediately if You become aware of any unauthorised access or use of the SHOTPlus Software by any person.
5 TERMINATION
(a) Orica may terminate this agreement immediately by notice to You if:
(i) You commit a breach of any of Your obligations under this agreement and either that breach cannot be remedied or You do not remedy that breach within 14 days of receipt of a notice from Orica specifying the breach and requiring the breach to be remedied;
(ii) You breach any obligation under clauses 1, 4, or 7; or
(iii) You are involved in an insolvency event which may include any of the following:
(A) You cease conducting Your business in the normal manner;
(B) You are unable to pay Your debts when they are due or are deemed under the Corporations Act to be insolvent;
(C) a liquidator or provisional liquidator is appointed to You or a receiver, administrator, trustee or similar official is appointed over any of Your assets or undertakings; or
(D) an application or order is made or a resolution is passed for the winding up of Your business.
(b) You may terminate this agreement at any time on three (3) months written notice to Orica.
(c) On termination or expiry of this agreement:
(i) the Licence immediately terminates;
(ii) Orica will cease providing any services associated with the SHOTPlus Software to You;
(iii) You must immediately cease all use of the SHOTPlus Software;
(iv) You must immediately and permanently remove the SHOTPlus Software from any computer or other apparatus or medium in Your possession, power or control; and
(v) each party must pay to the other party any outstanding amounts due under this agreement, but Orica is under no obligation to refund to You any portion or percentage of the Licence Fees or any other fees paid by You in relation to the SHOTPlus Software.
6 WARRANTY AND LIABILITY
(a) Each party represents and warrants to the other that its obligations under this agreement are valid, binding and enforceable, and that it will at all times comply with any laws relevant to it in the performance of its obligations under this agreement.
(b) The information contained in the SHOTPlus Software has been compiled by Orica, and whilst reasonable care has been taken to ensure the accuracy of such information, Orica does not warrant the accuracy, adequacy or completeness of the SHOTPlus Software or any information or data associated with it. All information is subject to change without notice and is provided on an ‘as is’ basis.
(c) In no event does Orica warrant that the SHOTPlus Software is error free, that the SHOTPlus Software will meet Your requirements, or that You will be able to operate the SHOTPlus Software without problems or interruptions.
(d) To the extent permitted by law:
(i) Orica makes no representation or warranty regarding the quality, accuracy, availability, merchantability or fitness for purpose of the SHOTPlus Software;
(ii) Orica does not represent or warrant that the SHOTPlus Software will not cause damage or be free of defects or errors, including any computer virus;
(iii) Orica does not represent or warrant that anything in or derived from the SHOTPlus Software or any SHOTPlus Software is free of errors; and
(iv) Orica is not liable for the corruption, degradation, loss or erasure of any data (including Your data), which occurs in the course of operation or use of the SHOTPlus Software.
(e) All terms implied by law, except those which can not be lawfully excluded, are excluded.
(f) Except as set out in this agreement or implied by laws which cannot be excluded, Orica and its directors, officers, employees, and agents are not liable to You for any indirect or consequential loss, loss of profit or revenue (except in respect of Orica’s entitlement to Licence Fees), lost business or lost goodwill, howsoever caused, whether in contract, tort including negligence, statute or otherwise, in respect of Your use of the SHOTPlus Software or its content or any error or omission in the content of the SHOTPlus Software.
(f) To the extent permitted by law, the maximum liability of Orica under this agreement or in respect of Your use of the SHOTPlus Software or its content or any error or omission in the content of the SHOTPlus Software, whether in contract, tort, equity, under statute or otherwise, will be the sum of all fees paid by You to Orica under this agreement.
7 CONFIDENTIAL INFORMATION
(a) In this agreement, “Confidential Information” means information that is by its nature confidential or is designated by Orica as confidential and includes:
(i) information which has any actual or potential commercial value or is comprised in or relating to any Intellectual Property Rights of Orica or any member of the Orica Group;
(ii) the SHOTPlus Software;
(iii) information relating to the financial position of the Orica Group, including information relating to the assets or liabilities of Orica and any other matter that does or may affect the financial position or reputation of Orica, and includes the Licence Fees; and
(iv) information relating to the internal management and structure, policies and strategies of the Orica Group.
(b) You may not disclose any Confidential Information to a third party without the prior written consent of Orica.
(c) Despite clause 7(b), either party may:
(i) disclose Confidential Information which it is legally required to disclose; and
(ii) disclose the terms of this agreement to its Related Entities, solicitors, auditors, insurers or accountants, however the discloser must ensure that every person to whom disclosure is made under this clause uses the information disclosed solely for the purposes of advising or reporting to the disclosing party.
(d) You must take all reasonable steps to ensure that any person who has access to any Confidential Information does not disclose the Confidential Information other than in accordance with this agreement.
(e) You must, on request by Orica, return to Orica or destroy any Confidential Information supplied by Orica to You.
8 GENERAL
(a) You must not assign, novate or sub-license all or any part of the SHOTPlus Software, the data and software included on it, or this agreement, without the prior written consent of Orica. Orica may assign, novate, or sub-licence all or any part of the Licence or this agreement, or transfer or otherwise deal with the SHOTPlus Software, in its absolute discretion without reference to You.
(b) If any provision of this agreement is declared void or unenforceable, the remaining provisions of this agreement and the Licence shall remain in full force and effect.
(c) This agreement is governed by and construed in accordance with the exclusive laws of Victoria, Australia.