This Software License Agreement is a legal agreement (the “Agreement”)
between you (the end user, as either an individual or an entity) and Amazon Commercial
Services Pty Ltd (ACN 616 935 623) (“Licensor”) regarding your use of the AMTU 2
software code and all associated documentation (the “Licensed Code”). The Licensed Code
also includes any updates, upgrades, bug fixes, patches and new versions that Licensor makes
available to you in connection with the Licensed Code, unless other terms accompany any such
items.
By installing or otherwise using the Licensed Code, you agree to comply with
and be bound by the terms of this License. If you do not agree to the terms of this License,
do not install or use the Licensed Code.
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License Grants. Subject to the terms and conditions of this Agreement, Licensor
grants to you a worldwide, non-exclusive, royalty-free, revocable, non-sublicenseable and
non-transferable license to download, reproduce, install and use the Licensed Code in object
code form on one or more computer systems that are under your ownership or control or are
under the ownership or control of a Licensor customer that has engaged you as its service
provider.
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Ownership; Reservation of Rights. As between you and Licensor, Licensor, its
Affiliates and its or their third party providers own all right, title and interest in and
to the Licensed Code. All rights not expressly granted to you in this Agreement are reserved
and Licensor its Affiliates and its or their third party providers do not grant you, under
this Agreement, any other licenses, immunity or rights, whether by implication, estoppel, or
otherwise.
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Limitations.
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Reproduction. You may reproduce the Licensed Code only in its entirety. You
may not modify the Licensed Code in any manner, including without limitation to
revise or remove any copyright, patent, trademark or other notices that are present
in it. You may not reverse engineer, disassemble, or decompile (except to the extent
such right cannot be excluded or limited by applicable law and then only when the
express permission of Licensor has been sought and refused) the Licensed Code.
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Use. You may use the Licensed Code only in connection with related
functionality provided by Licensor.
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Patent Claims. If you institute a patent litigation against Licensor
(including any claim, cross-claim or counterclaim in a lawsuit) alleging that the
Licensed Code or its use under this Agreement constitutes direct or contributory
patent infringement, then your rights under this Agreement (including without
limitation the grants in Section 1) will terminate as of the date such claim is
filed.
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Trademarks. This Agreement does not grant any rights to use Licensor’s or
its Affiliates’ names, logos, or trademarks, except as necessary to reproduce
proprietary rights notices in accordance with this Agreement.
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Third Party Software. Other license terms may apply to certain software
files contained within or distributed with the Licensed Code that are specifically
identified as third party software in this Agreement or in the User Guide for the
Licensed Code (“Third Party Software”). If such other license terms are
identified in the User Guide, they will apply to the corresponding Third Party
Software in lieu of the terms of this Agreement. Without limiting the foregoing, the
Licensed Code includes “install4j” installer software that is Third Party Software
owned by ej-technologies GmbH and its licensors. Please visit
www.ej-technologies.com for more information on how to license this technology for
your own use.
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Termination. If you violate any term of this Agreement, then your rights under it
(including the grant in Section 1) will terminate immediately, with or without notice from
us.
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Support Services. Licensor may, but is not obligated to, provide you with support
services related to the Licensed Code ("Support Services"). Any supplemental software
code provided to you as part of the Support Services will be considered part of the Licensed
Code and subject to the terms and conditions of this Agreement unless other terms accompany
such supplemental software code. If you provide suggestions, ideas, or other feedback to
Licensor in connection with the Licensed Code or Support Services, Licensor will be free to
exercise any and all rights in the same without restriction and without any obligation to
compensate you.
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Disclaimer of Warranty.
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TO THE EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE AND AGREE THAT: (1) THE LICENSED CODE
AND ANY SUPPORT SERVICES OR OTHER SERVICES PROVIDED TO YOU IN CONNECTION WITH THE
LICENSED CODE ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT; (2) YOU BEAR THE RISK OF ANY EXERCISE BY
YOU OF RIGHTS GRANTED BY THIS AGREEMENT; AND (3) THE LICENSOR DISCLAIMS ALL WARRANTIES
OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR
NON-INFRINGEMENT.
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NOTHING IN THIS AGREEMENT, IS INTENDED TO EXCLUDE, RESTRICT OR MODIFY ANY RIGHT OR
REMEDY YOU HAVE IN STATUTE OR OTHERWISE TO THE EXTENT THAT RIGHT OR REMEDY CANNOT BE
EXCLUDED, RESTRICTED OR MODIFIED UNDER LAW. TO THE FULLEST EXTENT PERMITTED BY LAW WE
LIMIT OUR LIABILITY UNDER ANY SUCH NON-EXCLUDABLE RIGHT OR REMEDY TO AT OUR OPTION: (i)
RESUPPLY OF THE SERVICES; OR (ii) THE COST OF RESUPPLY OF THE SERVICES
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Limitation of Liability. EXCEPT AS AND TO THE EXTENT REQUIRED BY APPLICABLE LAW
NOTWITHSTANDING THIS PARAGRAPH, IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER IN TORT
(INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WILL LICENSOR OR ITS AFFILIATES BE LIABLE TO
YOU FOR DAMAGES OR LOSSES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR
INABILITY TO USE THE LICENSED CODE OR ANY SUPPORT SERVICES OR OTHER RELATED SERVICES
(INCLUDING BUT NOT LIMITED TO DAMAGES RELATED TO LOSS OF GOODWILL, BUSINESS INTERRUPTION,
LOST PROFITS OR DATA, COMPUTER FAILURE, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES), EVEN IF
LICENSOR OR ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
NOTHING IN THIS AGREEMENT WILL OPERATE TO EXCLUDE: (I) LIABILITY FOR DEATH OR PERSONAL
INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF EITHER PARTY, ITS EMPLOYEES, AGENTS, OR
AUTHORIZED REPRESENTATIVES, (II) EITHER PARTY’S CONTRACTUAL LIABILITY FOR GROSS NEGLIGENCE
OR WILFUL MISCONDUCT, OR (III) ANY LIABILITY WHICH MAY NOT BE EXCLUDED OR LIMITED UNDER
APPLICABLE LAW.
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Limitation of Liability and Remedies
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If applicable law provides that Licensor incurs any liability to you for damages or
losses notwithstanding the terms of Section 7, then with respect to any damages or
losses that you might incur for any reason whatsoever (including, without limitation,
all damages or losses referenced in Section 7), the entire liability of Licensor and any
of its Affiliates under or in relation to this Agreement and your exclusive remedy for
any and all claims, damages and losses in connection with this Agreement is limited to
the greater of the amount actually paid by you for the Licensed Code or U.S.$10.00.
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The foregoing limitations, exclusions and disclaimers will apply to the maximum extent
permitted by applicable law.
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Without limiting any rights an Amazon Affiliate may have (at law or otherwise) under
or in respect of this Agreement, the Licensor may elect to enforce any rights, recover
any remedies or bring any claims under or in respect of this Agreement, as if the
relevant rights, and any loss suffered or claimed, and any remedies sought by the Amazon
Affiliate, subsisted in or were suffered by the Licensor.
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Applicable Law; Jurisdiction.
This Agreement will be construed and enforced in
accordance with the laws of the State of New South Wales, Australia. Notwithstanding the
foregoing, either party may seek injunctive relief in any state, federal, or national
court of competent jurisdiction for any actual or alleged infringement of such party’s,
its affiliates’ or any third party’s intellectual property or other proprietary rights.
The United Nations Convention on Contracts for the International Sale of Goods does not
apply. You agree that the state and federal courts of New South Wales, will have sole and
exclusive jurisdiction over, and will be the sole and exclusive venue for, any claim,
action or proceeding arising out of or relating to this Agreement, and you irrevocably
waive any argument of forum non conveniens with respect to such courts.
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Miscellaneous
No failure or forbearance by Licensor to insist upon or enforce
performance of any of the terms of this Agreement or to exercise any rights or remedies
under this Agreement or otherwise at law or in equity will be construed as a waiver or
relinquishment to any extent of Licensor’s right to assert or rely on any such term, right
or remedy in that or any other instance. This Agreement is the entire agreement between
you and Licensor relating to the Licensed Code and Support Services and it supersedes all
prior or contemporaneous oral or written communications and representations with respect
to the Licensed Code, Support Services or any other subject matter covered by this
Agreement.