C1 Mobile Software & Services - License Agreement

During the course of solution design, research and development, deployment and maintenance of C1 Mobile solutions, this agreement will remain in force regardless of the presence of any purchase order, deposit or other payment.  In addition, this Agreement, and the associated License Agreements may be amended from time to time.  It is the customer’s responsibility to check www.c1au.com or with your C1 services coordinator for any updates to this document which are posted on the C1 public website. This C1 SLA and associated License Agreement may be applied to all C1 research and development and used in relation to various C1 Licensed Products.  Additional License Agreements will be provided with Licensed , GIS data or other accessories and will solutions will be subject to the terms and conditions outlined herein and in any appendices to this document.

C1 MOBILE STANDARD LICENSE AGREEMENT – SOLUTIONS, DESIGN, SOFTWARE & DATA

IMPORTANT: DO NOT COMMENCE ANY RESEARCH & DEVELOPMENT ACTIVITY, REQUEST A SOLUTION OR INSTALL ANY C1 MOBILE MEDIA PACKAGE UNTIL YOU HAVE READ AND AGREED TO THIS LICENSE AGREEMENT.*

This is a legal agreement between you, the end user (or wholesaler, dealer or business partner), and C1 Consulting Pty Ltd (C1).

By commencing any research and development relationship with C1, requesting specific C1 Mobile features, requesting or installing C1 Mobile or associated media packages, or otherwise making use of any C1 staff member’s services, C1 technical design service, or other solution development service, you are agreeing with and consenting to the terms of this agreement and associated License.

If you do not agree to the terms of this non-exclusive Services & License Agreement, do not commence use of any C1 service.  DO NOT REQUEST ANY DESIGN OR ASSESSMENT SERVICES, COMMENCE ANY DESIGN OR DEVELOPMENT RELATIONSHIP WITH C1 OR INSTALL ANY PROVIDED SOFTWARE.* For a refund of any fees pertaining to unused service fees, or for C1 Mobile software media kits, please return the unopened media package and all accompanying materials within seven (7) days to the place where you obtained them.

*Where there is no seal or packaging to open, use of software and or data constitutes acceptance.

DEFINITIONS: As used in this Agreement, "Solution" means any and all design services, both hardware and software, computer programs either contained on the media in the package, or which you have downloaded, together with any additional C1 proprietary designs, technical documentation, manuals, programs, updates or revisions subsequently licensed by you. "Copies" means the actual copies of all or any portion of the designs, proposals, software, including backups, updates, merged or partial copies permitted hereunder or subsequently licensed to you. "Design" and “Data” means the non-Software information contained on the media provided with this package, or downloaded, and which is used and manipulated by the Software. "Data Copies" means the actual copies of all or any portion of the Data, including backups, updates, merged or partial copies permitted hereunder or subsequently provided to you. "Related Materials" means all of the printed materials and whatever is in the package or downloaded. and the non-Software and non-Data contained on the media supplied in the package, downloaded, or otherwise supplied by or from C1 for use with the Software and Data. "License" means the grant of certain limited rights to use and maintain the Software, Software Copies, Data, Data Copies and Related Materials. "Server" means a single computer system. "Named User" means (i) a named person or (ii) a single terminal or a single workstation of a computer used only by a person (and not accessed otherwise). "Concurrent Users” means a specified number of individual workstation licensed to access Software and or Data on a Server at any one time, which once reached, results in prohibition of any further access until such time as one or more workstations discontinues access. In order to preserve and protect its rights under applicable law, C1 is not selling you ownership rights to Software or Data (owned by or licensed to C1). C1 specifically retains title to all C1 Designs, Software, Data and Related Materials, and C1 licensors retain title to items owned by them.

C1 MOBILE SOFTWARE - PER USER LICENSE: USES PERMITTED:

Software and Data may be used only by a person (and not accessed otherwise) on a single terminal or a single workstation of a computer - or on multiple terminals/stations in accordance with the number of user licenses for which you or your organisation has paid. Software and Data may be installed onto a hard disk drive. One backup copy may be made for each legally obtained media copy or downloaded copy you have received, provided that all C1 and third party licensor information including copyright notices are maintained and possession of the copy is retained by you in a secure location. In addition, you agree to use reasonable efforts to protect the Software and Data from unauthorized use, reproduction, distribution or publication. All rights not specifically granted in this License are reserved by C1.

C1 MOBILE SOFTWARE - PER USER LICENSE : USES NOT PERMITTED:

UNLESS OTHERWISE AGREED TO IN WRITING WITH C1, YOU MAY NOT (1) Make derivative works including but not limited to translations, adaptations, arrangements or any other alteration (each of which would become the property of C1 or its licensors, as applicable) or make copies of the Software or Data, except as permitted above; (2) Make copies of the Related Materials; (3) Use any C1 product to translate the product of another licensor unless you have the legal right to do so; (4) Allow a greater number of users to access the Software and Data at any one time than the total number of user licenses for which you have paid; (5) Rent, lease, sublicense or lend the Software, Software Copies, Data, Data Copies, Related Materials or your rights under this License or allow access to the Software for unlicensed internal users;  (6) Allow third parties to access the Software and or Data through any means to obtain reports, maps or other output (EXCEPT IF YOUR SOFTWARE IS LICENSED AS A SERVER FOR UNLIMITED EXTERNAL  (INCLUDING INTERNET) USE AND YOUR DATA IS LICENSED FOR SUCH USE);  (7) Alter, decompile (except to the limited extent that decompilation by the licensed user only is necessary as the only available way to achieve interoperability with other programs, and in that situation, any resulting information cannot be used in developing, producing or marketing any software substantially similar in expression to the C1 product), disassemble or reverse-engineer the Software; (8) Make any attempt to unlock or bypass any initialisation system, or system designed to control Concurrent Users, or encryption techniques utilized by the Software or Data; or (9) Alter, remove or obscure any proprietary legend, copyright or trademark notice contained in or on Software, Data or Related Materials.

DURATION: This License Agreement is effective from the day you open the sealed media package or download and continues until terminated. If you fail to comply with any provision of the License, termination is automatic, without notice from C1 and without the necessity for recourse to any judicial authority. Upon termination you must destroy the written materials, the Software, Data and all Software and Data copies. C1 can also enforce its other legal and equitable rights.

GENERAL: This Agreement represents our understanding and agreement regarding the Software, Software Copies, Data, Data Copies and Related Materials, and supersedes any prior purchase order, communication, advertising or representation, and may only be modified in a written amendment signed by an authorized C1 representative or by a specific prior or subsequent written agreement between the parties.  If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, that provision shall be deemed severable from, and shall in no way affect the validity or enforceability of, the remaining provisions.

LIMITED WARRANTY

COVERING THE PHYSICAL MEDIA AND PRINTED MATERIALS:  C1 warrants to you, the original licensee and commencing upon receipt in full of license fees, that the media on which the Software  and/or Data is recorded are free from defects in materials and workmanship under normal  use and service FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF LICENSE PURCHASE as evidenced by a copy of the receipt. C1's entire liability and your exclusive remedy as to defective media or Related Material(s) shall be, at C1's option, either return of the license purchase price or replacement of the media or Related Material(s). Each defective item, along with proof of license purchase and date, must be sent in a traceable manner, to: C1 Consulting, Ground Floor, 6 West St, Pymble, NSW 2073.

COVERING THE MAPPING DATA CONTAINED:  The licensee acknowledges that it is purchasing a single version license of the product based on the currently available software and mapping data available.  Ongoing licenses of updates are not included as part of any warranty unless negotiated as part of a separate update subscription package.  Any provided update CDs are NOT covered by a new license but rather fall under the existing license terms.

In agreeing to this license agreement the licensee acknowledges that the associated data this product makes use of is not perfect and may contain imperfections based on current accuracy of the sources of this data – Including but not limited to government and commercial GIS mapping data sources.  While the manufacturer has made all reasonable efforts to ensure that the best possible data is used, the licensee acknowledges these faults and that it is aware of the mapping data age and version of the product that is being licensed.  Any imperfections in the version licensed do not constitute a fault or warrantable claim and the version of mapping / software supplied constitutes the sum total of product provision obligation by C1.   Further updates may be purchased or made available at costs based on the nature of additional licensing required to procure the new version data or software licenses.  Please contact your C1 Mobile dealer, support contact or retailer prior to installing this software if you are unclear about any aspect of the warranty, ongoing license conditions or update costs associated with this product.   There is NO obligation to purchase any maintenance, updates or additional services to use this product ongoing.  The use of the GPS service is currently provided free of charge by the US Government.

DISCLAIMER REGARDING THE SERVICES, SOFTWARE, DATA AND RELATED MATERIALS:

THE SERVICES OF C1, SOFTWARE, DATA AND THE RELATED MATERIALS ARE PROVIDED "AS IS." EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH HEREIN, C1 MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THE SERVICES, SOFTWARE, THE DATA OR THE RELATED MATERIALS, INCLUDING BY WAY OF EXAMPLE AND NOT LIMITATION, THE IMPLIED WARRANTIES OF DELIVERABILITY, TIMELINESS, ACCURACY OF DATA, TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BY WAY OF FURTHER EXAMPLE AND NOT LIMITATION, C1 MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE DATA OR THE RELATED MATERIALS.

THE ENTIRE RISK AS TO THE USE OF C1 SERVICES, SOFTWARE, DATA AND THE RELATED MATERIALS IS ASSUMED BY YOU. IN NO EVENT SHALL C1 BE LIABLE TO YOU OR ANY OTHER PERSON, REGARDLESS OF THE CAUSE, FOR THE EFFECTIVENESS OR ACCURACY OF THE SERVICES, SOFTWARE, ANY ASSOCIATED DATA OR THE RELATED MATERIALS, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR OCCASIONED BY YOUR PROPOSED OR ACTUAL USE OF THE SOFTWARE, THE DATA OR THE RELATED MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN THE EVENT THE FOREGOING IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE INEFFECTIVE, YOU HEREBY AGREE THAT C1'S MAXIMUM LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH C1 SERVICES, SOFTWARE, THE DATA AND/OR THE RELATED MATERIALS (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE) SHALL NOT EXCEED THE LICENSE FEES PAID BY YOU WITH RESPECT TO THE SERVICES, SOFTWARE,  DATA UNIT(S) AND/OR RELATED MATERIALS AT ISSUE.

ACKNOWLEDGEMENT: In making use of C1’s Services, Software or otherwise engaging C1 Group for design assistance or quotation services,  you acknowledge that you have read this LIMITED WARRANTY, understand it, and agree to be bound by its terms and conditions.  You also agree that: (1) No oral or written information or advice given by C1, its dealers, distributors, agents or employees shall in any way increase the scope of this Limited Warranty, and you may not rely on any such information or advice. (2) Unless a written governing agreement signed by you and C1 exists, this License Agreement is the complete and exclusive statement of agreement of C1 and you, and supersedes all proposals, oral or written, and any other communications you may have had prior to purchasing your license. (3) Except for the price and delivery terms agreed upon by both parties, the terms and conditions of this License Agreement shall supersede those set forth in any purchase order where the purchase order conflicts or is inconsistent with or adds to the terms and conditions of this License, and those superseded purchase order terms and conditions shall be null and void. (4) If your organization has purchased a multiple user License, you agree to assure that copies of this License Agreement are distributed, read and agreed to by each person using a licensed product.

GOVERNING LAW: This Agreement shall be governed by the laws of the State of New South Wales, excluding its conflicts of laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods. You agree to exclusive jurisdiction of New South Wales courts, for resolution of any dispute related to this Agreement.