JuxtaCode

Licence Agreement

These are the terms and conditions subject to which we license any of our products to you. By using a Licensed Product, you agree to be bound by them.

We are Yori Mihalakopoulos, a business registered in Australia, ABN: 17 707 184 544.

Our address is Yori Mihalakopoulos, PO Box 24204, MELBOURNE VIC 3001

You are: Anyone who buys a Licence or Licensed Product from us.

It is now agreed as follows:

1. Definitions

In this agreement, the following words shall have the following meanings, unless the context requires otherwise:

“Copy or Publish”with reference to a Licensed Product, means reproducing or publishing in whole or in part, using any means, in any medium. It includes breaking up, changing, cropping or any other change or use as part of some other created work.
“Intellectual Property”means intellectual property owned by us, of every sort, whether or not registered or registrable in any country, including all Licensed Products, intellectual property of all kinds coming into existence after today; and including, among others, patents, trademarks, unregistered marks, designs, copyrights, domain names, discoveries, creations and inventions, together with all rights which are derived from those rights.
“Licence”means a licence granted by us to you in the terms of this agreement for use of a Licensed Product. Where the context requires a reference to the Trial Licence may also include the reference of the Licence.
“Licensed Product”means the JuxtaCode application offered for license by us on Our Website, including the Software, and whether or not bought by you. A reference to “Product” shall be a reference to all or part of a Licensed Product or to a Product changed by you in any way.
“Our Website”means any website or service designed for electronic access by mobile or fixed devices which is owned or operated by us. It includes all web pages controlled by us.
“Restrictions on Use”means first, the restrictions set out in this agreement and second, all restrictions or limitations arising from choices you made at the time of purchase. These may relate to limitations on use, territory, duration, or any other choice which defines the Licensed Product. Third, restrictions include those made by you, if any, in private correspondence between us before your purchase.
“Software”means the software which constitutes the Licensed Product or which provides any electronic function which supports the use of the Licensed Product.

2. Trial Licence terms: Use of Licensed Product during Trial Period

The following terms apply to the use of the Licensed Product during the Trail Period:

“Trial Period”refers to a 14-day period starting from the date of your initial installation of the Software, during which you are granted a Trial License.
“Trial License”means a temporary, non-exclusive, non-assignable, non-transferable license provided to you for evaluating the Licensed Product throughout the Trial Period.

  1. We provide you with a temporary, no-cost Trial License to use the Software for the Trial Period, which is non-exclusive and non-transferable.

  2. The Trial Licence allows you to assess the functionality and features of the Licensed Product before deciding to purchase it.

  3. At the end of the Trial Period, your Trial Licence for using the Licensed Product will automatically expire. To continue using the Licensed Product beyond this period, you must purchase a full License. Failing to purchase a Licence will lead to deactivation and inaccessibility of the Licensed Product, along with any stored data or information.

  4. You agree and understand that use of the Licensed Product after the Trial Period without acquiring a full Licence constitutes a breach of this agreement, which may result in legal consequences and liability.

3. Grant of Licence

  1. After completion of the Trial Period, you are required to pay the full Licence fee to use the Licence Product.

  2. Subject to payment of the Licence fee and to the other terms of this agreement, we then grant to you a Licence to use the Licensed Product.

  3. We do not offer the Licence in all countries. We may refuse or revoke a Licence and return your payment if you live in a country we do not serve.

  4. The Licence is non-exclusive, non-assignable, non-transferable and otherwise as limited by the terms of this agreement.

  5. No express or implied licence of the Licensed Product or any other material is granted to you other than the express licences granted in this agreement. This includes the Trial Licence.

4. Restrictions on Use of Licensed Product

You agree that you will not:

  1. use the Licensed Product for any purpose or in any way except as you selected and paid when you bought it from Our Website.

  2. reverse engineer, decompile, or disassemble the Software;

  3. sub-license, lease, or lend the Software or the Licensed Product;

  4. Copy or Publish a Licensed Product except as specifically allowed in this agreement;

  5. represent or give the impression that you are the owner or originator of any Licensed Product;

  6. remove any identification or reference number or other information which may be embedded in any file of a Licensed Product.

5. Further requirements of the Licence

  1. You must not allow any other person to use a Licensed Product except in the situation or context for which you have bought it.

  2. Every publication or appearance of a Licensed Product on a website must be protected as far as the law allows by separate, specific or general provisions against copying or publishing. We allow you to use the definition of “Copy or Publish” used in this agreement.

  3. You must not use a Licensed Product:

    1. except for the use specified at the time of purchase;

    2. in part or as a whole, to incorporate it in any intellectual property of yours;

  4. If any information you give us is inaccurate, we may terminate your Licence and no refund of money will be due to you.

6. Copying the Licensed Product

You may copy the Software for backup and archival purposes only, provided that the original and each copy is kept in your possession and that your installation and use of the Software does not exceed that allowed by the License.

7. Restriction of transfer

You may not assign, delegate, sub-contract, mortgage, charge or otherwise transfer any of your rights and obligations under this agreement without our prior written consent.

8. Security of your credit card

We take care to make Our Website safe for you to use.

Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.

9. Disclaimers and limitation of liability

  1. The law differs from one country to another. This paragraph applies so far as the applicable law allows.

  2. All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.

  3. We make no representation or warranty that the Licensed Product will be:

    1. useful to you;
    2. of satisfactory quality;
    3. fit for a particular purpose;
    4. data-secure;
    5. available or accessible, without interruption, or without error.

  4. We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.

  5. You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12-month period for the Licensed Products concerned.

  6. We shall not be liable to you for any loss or expense which is:

    1. indirect or consequential loss; or
    2. economic loss or other loss of turnover, profits, business or goodwill even if such loss was reasonably foreseeable or we knew you might incur it.

  7. This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies as well as to us.

  8. If you become aware of any breach of any term of this agreement by any person, please tell us by mail. We welcome your input but do not guarantee to agree with your judgement.

  9. Nothing in this agreement shall be construed as limiting or excluding our liability for death or personal injury caused by our negligence.

10. U.S. Government end users

JuxtaCode is a “commercial item” as that term is defined at 48 C.F.R. 2.101. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users buy a licence to use JuxtaCode and any related documentation or service with only those rights set out in this Licence.

11. You indemnify us

You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:

  1. your failure to comply with the law of any country;
  2. your breach of this agreement;
  3. any act, neglect or default by any agent, employee, licensee or customer of yours;
  4. a contractual claim or breach of the intellectual property rights of any person arising from your use of the Licensed Products

  1. You agree that at all times you will:

    1. not cause or permit anything which may damage or endanger our title to any Licensed Product or other Intellectual Property or the title of any other person whose work has been made available to us as a Licensed Product;
    2. notify us of any suspected infringement of the Intellectual Property.

  2. If you use a Licensed Product in a way not allowed by this agreement, we may take legal action anywhere in the World. If loss to us or any other person results from your wrongful action, you will be liable to pay.

  3. If we terminate the Licence on account of your breach, you agree that you will:

    1. immediately stop using the Licensed Product;
    2. destroy all copies of the Licensed Product in your possession or control;
    3. destroy any work of yours derived from a Licensed Product.

  4. If we reasonably believe that you are using a Licensed Product beyond the scope of this Licence, you agree to provide written confirmation of your compliance, in a form to be drawn by us.

13. Miscellaneous matters

  1. Our privacy policy is strong and precise. It complies fully with the current privacy law which is at https://juxtacode.app/privacy/.

  2. You undertake to provide to us your current land address, e-mail address and telephone as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.

  3. So far as any time, date or period is mentioned in this agreement, time shall be of the essence.

  4. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

  5. The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.

  6. Any obligation in this agreement intended to continue to have effect after termination shall so continue.

  7. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.

  8. When you visit Our Website or send messages to us by email, you are communicating with us electronically. We communicate with you by e-mail or by posting notices on Our Website. You agree that all our electronic communications satisfy any legal requirement that such communications be in writing.

  9. Any communication to be served on either party by the other shall be delivered by hand or sent by express post.

    It shall be deemed to have been delivered:

    if delivered by hand: on the day of delivery;

    if sent by post to the correct address: within 72 hours of posting;

  10. In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.

  11. So far as the law permits, and unless otherwise stated, this agreement does not give any right to any third party.

  12. In the event of any conflict between any term of this agreement and the provisions of the constitution of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.

  13. The validity, construction and performance of this agreement shall be governed by the laws of the State of Victoria, Australia and you agree that any dispute arising from it shall be litigated only in that State.