Supply Chain Sim Evaluation User Licence Agreement

1.1 Supply Chain Sim is a product which has been developed to assist in the analyis of supply chains through simulation modelling.

2.1 Pursuant to agreement to the following terms of use, InterDynamics hereby grants you a non- exclusive and non-transferable license to use the Supply Chain Sim software (”the Software”) as detailed in your written purchase contract.
2.2 Should you not have such a contract, your use of this software may be illegal and you must contact InterDynamics before proceeding.
2.3 The licence only permits you to use the licensed number of copies of the Software, at your site/s and on the designated equipment. The licence only permits you to use the object code version of the Software.

You agree to use the Software for its intended purpose only. You agree not to decompile, reverse engineer or disassemble the Software. You agree not to modify, rent, lease, loan, sublicense, distribute, transmit, share (physically or over an electronic network) or provide internet access to functionality of the Software except where permission is otherwise explicitly granted in your purchase contract. You agree to undertake to prevent the Software from unauthorised disclosure or use.

You shall ensure that the Software is protected at all times from access, misuse, damage or destruction by any person not authorised by InterDynamics.

5.1 Subject to the following sub-clauses of this clause, you shall not copy the Software, in whole or in part.
5.2 You may make such number of copies of the Software as is necessary to serve its internal needs for system’s back-up and security. All copies of the Software and the media in which the copies are contained shall be and remain the property of InterDynamics.
5.3 You shall mark all copies of the Software and the media in which the copies are contained with a notice of –
(a) InterDynamics’ ownership of the Software and the media; (b) The confidentiality of the Software; and
(c) Such other information as InterDynamics requires.
5.4 You shall maintain records of all copies of the Software made by you and the place at which those copies are situated. Such records shall be furnished to InterDynamics upon reasonable notice.
5.5 You shall notify InterDynamics immediately on becoming aware of any unauthorised use or copying of the whole or any part of the Software or of any manual of specifications.
5.6 If this agreement is terminated, you shall deliver up to InterDynamics the Software (including all copies, authorised or otherwise), the media and any manual of specifications, whether in their original form or as modified by you.

6.1 You shall not modify the whole or any part of the Software or combine or incorporate the whole or any part of the Software in any other program or system without the prior consent in writing of InterDynamics.
6.2 If the Software is modified in accordance with the preceding sub clause, the modifications shall, unless InterDynamics directs otherwise, be made in accordance with a written proposal submitted by you to InterDynamics.
6.3 You shall fully indemnify and hold harmless InterDynamics against any liability incurred if any unauthorised modifications of the Technology infringe the intellectual property rights of a third person.
6.4 The Software as modified remains the property of InterDynamics.
6.5 This agreement shall continue to apply to the Software as modified.

Title, ownership, rights and intellectual property rights, including any patent rights, in and to the Software shall remain inInterDynamics and/or its licensors or suppliers. the Software is protected by Australian and International copyright law.

License to use the Software is not transferable and shall terminate automatically if the conditions and obligations made in this agreement are not maintained.

9.1 You understand and agree that InterDynamics cannot be responsible for how the Software is activated, the accuracy and integrity of the inputs to the Software, the integrity of the hardware and software environment within which the Software executes and how outputs from the Software are collected, processed and subsequently interpreted and acted upon.
9.2 You agree to indemnify InterDynamics against any liability (including losses, damages, fines and expenses) arising as a result of your negligent use or misuse of the Technology or derivative products thereof.
9.3 The indemnity provided in clause 9.4 does not include liability in relation to any indirect or consequential loss or damages suffered or incurred by InterDynamics, including loss of opportunity, loss of profit or revenue, loss of business or any other loss of a special or punitive nature
9.4 Except as set out in clause 9.6, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise relating in any way to the services or this agreement are expressly excluded.
9.5 Except as set out in clause 9.6, InterDynamics’ liability to you for any breach of this agreement, or in connection with this agreement, shall be limited to repayment of the amounts which have been paid by you to InterDynamics . InterDynamics shall not be under any further liability to you in respect of any loss or damage (including consequential loss or damage) however caused (whether by InterDynamics’ negligence or otherwise) which may be suffered or incurred or which may arise directly or indirectly in respect of the Software or this agreement.
9.6 Where any act of Parliament implies in this agreement any term, condition or warranty, and that act avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of or liability under, such term, condition or warranty, such term, condition or warranty shall be deemed to be included in this agreement. InterDynamics’ liability for any breach of such term, condition, or warranty shall be limited, however, at InterDynamics’ option, to any one or more of the following:
(a) If the breach relates to goods:
(i) The replacement of the goods or the supply of equivalent goods; (ii) The repair of the goods;
(iii) The payment of the cost of replacing the goods or of acquiring equivalent goods; or
(iv) The payment of the cost of having the goods repaired;

(b) If the breach relates to services:
(i) The supplying of the services again; or
(ii) The payment of the cost of having the services supplied again.