Pilot Program Licence Agreement
The Pilot Program Licence Agreement lists the terms that grants a temporary licence to Customers (Customer) for the sole purpose of evaluating the suitability of RiskSense Software products.
You should read all sections of this Agreement before making a decision to acquire any of the RiskSense software as supplied by RiskSense Pty Ltd (ABN 12 250 709 702) as trustee of the RiskSense Unit Trust of Level 2, 2 Barrack St, Sydney NSW 2000 (RS).
When you acquire any of the RiskSense services you agree to be bound by the Terms detailed in this Agreement.
Authorised User means a person who is authorised by the Customer to access and use the Software.
Business Day means a day which is not a Saturday, Sunday or bank or public holiday in Sydney, Australia.
Commencement Date means the date that RS provides access to the Software via Internet to Customer.
Documentation means manuals, user guides, training materials and other printed or electronic materials required to operate and maintain the Software.
Permitted Purpose means trialling the Software during the Evaluation Period.
Personal Information has the same meaning as defined in the Privacy Act 1988 (Cth).
Software means the risk management programs entitled “RiskSense Events” and “RiskSense101” comprising a web-based software solution to assess risk and record incidents.
Evaluation Period has the meaning specified in clause 2.
Territory means Australia.
2. Evaluation Period
This Agreement commences on the Commencement Date and remains active for ninety days, or until first Business Day following ninety days, whichever occurs last.
3. Access rights
RS grants to the Customer a temporary, non-exclusive, non-transferable, royalty free right to access and use the Software and the Documentation during the Evaluation Period in the Territory for the Permitted Purpose, subject to the terms of this Agreement .
4. Authorised Users
(a) may allow an unlimited number of Authorised Users to access and use the Software and Documentation; and
(b) must ensure that each Authorised User:
(i) maintains the confidentiality of their password; and
(ii) does not transfer to or permit another person to use their nominated password to access or use the Software or to permit any other period to use the Documentation.
5. Prohibited Use
The Customer must not:
(a) reproduce or copy the Software or Documentation;
(b) modify, merge, alter adapt, translate, decompile, or reverse engineer the Software or Documentation; or
(c) otherwise compromise the intellectual property rights in the Software or the Documentation.
6. Privacy and Confidential Information
6.1 Disclosure of personal information
(a) Where the Customer has indicated that it agrees to disclose and share a risk description or incident description to RS (as provided in the Software), the Customer must ensure that it has removed:
(b) any Personal Information from that data; and
(c) any commercially sensitive information from that data, before disclosing that data to RS.
7. Confidentiality obligations
The Customer must ensure that it maintains the confidentiality of the Software and Documentation and does not disclose details of the Software or the Documentation to any third person without the prior written consent of RS.
8. Intellectual Property Rights & Ownership
The parties acknowledge and agree that RS owns all intellectual property rights in the Software, the Documentation and in any related data or databases that have been or are created in connection with the Software or Documentation.
9. Intellectual Property Rights retained by each party
All intellectual property rights in the Software and any software tools, object libraries or methodologies created or enhanced by RS during the Evaluation Period are owned by RS at all times. Nothing in this agreement grants to the Customer any right, title, or any interest in the Software or in any associated intellectual property rights.
To the extent permitted by law, RS is not liable to the Customer for any loss, liability, damage or injury incurred or suffered while accessing and using the Software and Documentation during the Evaluation Period, including any liability for indirect or consequential loss, loss of profit or loss of revenue.
11. Other Issues
If, after expiration of the Evaluation Period, the Customer wishes to continue using and accessing the Software, the Customer and RS will enter into a licence and support agreement, a copy of which will be supplied by RS to the Customer. Nothing in this clause operates to exclude or limit any rights that the Customer may have under law which cannot be excluded or limited including any rights the Customer may have such as statutory guarantees under Australian Consumer Laws. To the extent permitted by law, the liability of RS under any statutory guarantees which apply to the goods and services provided by RS under this agreement are limited to, and at the discretion of RS:
- replacing or repairing the goods.
- reimbursing the cost of the repairing or replacing the goods.
- resupplying services
- reimbursing the Customer for paying someone else to supply the services.
This Agreement constitutes the entire agreement between the parties relating to its subject matter.
The benefit of this Agreement may not be assigned by Customer without RS’s prior written consent.
The provisions of this Agreement may only be varied by agreement in writing executed by the parties. Agreed variations will be outlined as Product Specific Terms in the RiskSense order form.
This Agreement will be governed by and construed according to the law of the State of New South Wales and the parties irrevocably submit to the jurisdiction of the courts and tribunals of that State.