Software Licence Agreement

Software Licence Agreement

1.        Definitions

A.        "Guarde" shall mean Guarde Software Pty Ltd as trustee for the Guarde Family Trust, ABN : 69 779 108 933

B.        "Customer" shall mean the original customer either as an individual or as a company.

C.        "Program" shall mean the software, related materials and any related documentation supplied to the customer.

D.        "Computer" shall mean a stand alone computing device, including mobile telephone, tablet, lap top, desktop computer.

E.        "Licence" shall mean this agreement.

2.        Licence

Guarde grants to the customer the right to use the supplied copy of the program on a single computer as long as the customer complies with the terms of this licence.

The program is the sole and exclusive property of Guarde.  In the event that customer uses the program simultaneously on more than one computer, customer agrees to pay licences for additional user copies.  

The licence is granted annually for a prescribed amount, normally payable in twelve (12) equal payments monthly in advance, or by other arrangement with the written prior consent of Guarde.

Failure to pay for any fees within the prescribed period as documented on any invoice pertaining to any program governed by this licence shall be a breach of provisions.

3.        Transfer and Reproductions

Customer agrees to take all responsible steps and exercise due diligence to protect the program from unauthorised reproduction, publication, disclosure or distribution.  Unauthorised transfer and/or reproduction of these materials may result in prosecution.  Customer may not transfer any copy of the program to any other person without the written prior consent of Guarde.

4.        Termination of Licence

Guarde reserves the right to terminate this licence if the customer breaches any of its provisions.  Guarde also reserves the right to seek any other legal remedies to which it is entitled.

5.        Limited Warranty

The program is supplied "as is" without warranty as to performance, merchantability of fitness for any particular purpose.  The entire risk as to the results and performance of this program is assumed by the customer.

In addition, Guarde warrants the software to be free of significant errors that make it unusable for ninety days from the date of purchase.  In the event that such errors are found, Guarde will attempt to correct them or to help a customer to avoid them in such way as Guarde in its absolute discretion deems suitable to the problem or at Guarde's option to authorise a refund of the licence fee.  Customer's sole and exclusive remedy in the event of a defect is expressly limited to the above provisions.  Guarde makes no warranty against material that has been lost, stolen or damaged by accident, misuse or unauthorised modification.  Guarde makes no other warranty express or implied to customer or any other entity or person.  Specifically, Guarde makes no warranty that this software is fit for a particular purpose.  Any implied warranty of merchantability is limited to the ninety day duration of this limited warranty and is otherwise expressly and specifically disclaimed.

Guarde will not be liable for special, incidental, consequential, indirect or other similar damages even if Guarde or Guarde's agent has been advised of the possibility of such damages.  This means Guarde is not responsible or liable for damages or costs incurred as a result of loss of time, loss of data, loss of profits or revenue or loss of use of the software or software created by the software or any other losses whatsoever.  In addition, Guarde is not responsible or liable for damages or costs incurred in connection with obtaining substitute software, claims by others, inconvenience or similar costs.

In no event will Guarde's liability for any damages to customer or any other entity or person ever exceed the price paid for the licence to use the software regardless of any form of claim.

6.        Severance

Should any part of this agreement be or become invalid that part shall be severed from this agreement.  Such invalidity shall not affect the validity of the remaining provisions of this agreement.

7.        Miscellaneous

Guarde maintains a policy of on-going updates and product improvement.  The program specifications and features are subject to change without notice.

8.        Representations

This agreement shall represent the only agreement between customer and Guarde and it may not be modified by the representations of anyone unless a written amendment has been signed by an officer of Guarde.