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CBS License Agreement

CBS License Agreement

This page contains a copy of the basic License Agreement for client organisation users of Compass Business Suite software.

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COMPASS BUSINESS SUITE (CBS) SOFTWARE LICENSE AGREEMENT

I. STANDARD TERMS AND CONDITIONS

A. PARTIES TO THIS AGREEMENT

Licensor: Compass Commercial Australia Pty Ltd (known as "Compass Commercial Australia" or "CCA").
Licensee (also referred to in other parts of this agreement, as "you"):
Where either Licensor and/or Licensee are not nominated above, the Licensor shall be Compass Commercial Australia or its assigns, and the Licensee shall be the person, organisation, enterprise or other legal entity(s) that controls and/or owns the computer system and/or network on which the instance of any or all of the CBS software is loaded.
In no circumstances shall a User of CBS attract any rights whatsoever under this agreement unless an agreed amount has been paid to the Licensor for technical use of CBS software.

B. INTRODUCTION

CBS is provided to Client Organisations for use under a strict License Agreement and Code of Practice.
By loading, starting or using the software, the client organisation implicitly and explicitly agrees to strictly abide by the terms of both the License Agreement and Code of Practice.
This license agreement is a legal agreement between you and Compass Commercial Australia covering your use of CBS (the "software"). Be sure to read the following agreement in its entirety before using the software. Attention: use of the software is subject to the CBS software license terms. If you do not accept these license terms, you must not use the software and you must return the software or where that is not possible, you must destroy all copies in your possession. By starting and/or using the software (regardless if you have registered your ownership or possession of the software with Compass Commercial Australia or not), you are agreeing to be bound by the terms of this agreement.
CBS Users, System Administrators, Systems Operators and Client Organisation General Management should be aware that at program initiation time, a software license warning and agreement screen appears at the beginning of CBS, the RE, and other related stand-alone facilities or engines. That software license warning and agreement screen has a PROCEED button which must be pressed before the user can proceed to use CBS. An approximate copy of that warning is included in the "SCHEDULE OF LICENSE WARNING(S)", appended for reference purposes at the end of this document.
Once the PROCEED button is pressed, this license agreement is legally in force, and must be fully recognised and strictly abided by. The Client Organisation and all its staff, whether business or technical staff, are duly bound to comply with the undertakings accepted by the act of proceeding with the start of any or all of the CBS User Interface, database, engines or other CBS facilities. This condition applies whether the warning was given or not and whether it was effective or not.
THIS IS A CONTRACT. PLEASE READ IT CAREFULLY. BY INDICATING YOUR ACCEPTANCE ON THE START UP SCREEN(S), YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT PROCEED TO OPEN THE APPLICATION, PRESS THE "EXIT CBS NOW" BUTTON, AND YOU WILL BE EXITED FROM THE CBS PROGRAM AND WILL NOT BE ABLE TO USE THE SOFTWARE.
The following License terms & conditions govern your use of the accompanying Software unless you have a separate written agreement with Compass Commercial Australia Pty Ltd that is dated after 30 January 2003 which has been signed and sealed by a duly authorised Director of Compass Commercial Australia Pty Ltd.
Compass Commercial Australia reserves the right to alter and update, from time to time, the license agreement applicable to the use of CBS, for the purposes of eliminating errors, or keeping the contract relevant to current commercial practice or law. Such changes would be notified as part of the warnings included at the start up of the CBS program.

C. DEFINITIONS

Under this agreement, Compass Commercial Australia grants a non-exclusive license to "Use" the "Software".
"Use" means storing, loading, installing, executing or displaying the Software.
"Software" means all of the contents of the disk(s), CD-ROM(s) or other media with which this Agreement is provided or all the electronic files that you download, including but not limited to CBS software; artistic works, related explanatory written materials ("Documentation"); and modified versions, upgrades, updates, additions, and copies of the Software, if any, licensed to you by Compass Commercial Australia (collectively, "Updates").
"You" means the Licensee or any User of CBS.

D. LICENSE GRANT

The Software is owned by Compass Commercial Australia and is protected by Australian copyright laws and international treaty provisions. Therefore, you must treat the Software like any other copyrighted material (e.g., a book or musical recording). Paying the license fee to Compass Commercial Australia or its duly authorised agent, or other consideration as agreed in writing with Compass Commercial Australia, for the "Use" right, allows you the right to use the Software only on those computers, network, location and/or situation as specified in the Schedule of Authorised Usage. You may not rent or lease the Software, nor may you modify, adapt, translate, reverse engineer, decompile, or disassemble the Software. If you violate any part of this agreement, your right to use this Software automatically terminates forthwith and you must then destroy all copies of the Software in your possession or under your control.
Licensor grants Licensee a non-exclusive and non-transferable license to load or install the executable code version of the Software, on those computers and for internal business purposes only, as specified in the Schedule of Authorised Usage, provided every installation or copy contains all of the original proprietary notices. This license does not entitle Licensee to receive from Compass Commercial Australia hard-copy documentation, technical support, telephone assistance, or enhancements or updates to the Product. Licensee may not customize the Product unless Licensee has also licensed either the Compass Commercial Australia "Client Customization Kit" ("CCK") or Compass Commercial Australia "Mission Control Desktop" ("MCD"), and then only to the extent permitted in the license agreement for CCK or MCD, as applicable. Licensee may not redistribute the Product unless Licensee has separately entered into a distribution agreement with Compass Commercial Australia such as the "Unlimited Distribution Program Agreement".
In this Agreement "Licensor" shall, as specified above under Parties to this Agreement, mean Compass Commercial Australia except under the following circumstances: (i) if Licensee acquired the Product as a bundled component of a third party product or service, then such third party shall be Licensor; and (ii) if any third party software is included as part of the default installation and no license is presented for acceptance the first time that third party software is invoked, then the use of that third party software shall be governed by this Agreement, but the term "Licensor", with respect to such third party software, shall mean the manufacturer of that software and not Compass Commercial Australia. With the exception of the situation described in (ii) above, the use of any included third party software product shall be governed by the third party's license agreement and not by this Agreement, whether that license agreement is presented for acceptance the first time that the third party software is invoked, is included in a file in electronic form, or is included in the package in printed form. If more than one license agreement was provided for the Product, and the terms vary, the order of precedence of those license agreements is as follows: a signed agreement, a license agreement available for review on the Compass Commercial Australia website, a printed or electronic agreement that states clearly that it supersedes other agreements, a printed agreement provided with the Product, an electronic agreement provided with the Product.
You may only make copies or adaptations of the Software for archival purposes or when copying or adaptation is an essential step in the authorized Use of the Software. You must reproduce all copyright notices in the original Software on all copies or adaptations. You may not copy the Software onto any bulletin board or similar system.

E. HIGH RISK ACTIVITIES

The Product is not fault-tolerant and is not designed, manufactured or intended for use or resale as mission critical operations, or for on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Product could lead directly to high business or commercial risk, death, personal injury, or severe physical or environmental damage ("High Risk Activities").
Accordingly, Licensor and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities. Licensee agrees that Licensor and its suppliers will not be liable for any claims or damages arising from the use of the Product in such applications.

F. PROPRIETARY RIGHTS

The Software is owned and copyrighted by Compass Commercial Australia and is protected by Australian copyright laws and international treaty provisions. Therefore, you must treat the Software like any other copyrighted material (e.g., a book or musical recording).
Title, ownership rights, and intellectual property rights in the Product shall remain in Compass Commercial Australia and/or its suppliers. Your license confers no title or ownership in the Software and is not a sale of any rights in the Software. Compass Commercial Australia's third party suppliers may protect their rights in the event of any violation of these License Terms. Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Compass Commercial Australia's or its suppliers' ownership of or rights with respect to the Product. The Product is protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the Product is the property of the applicable content owner and is protected by applicable law. The license granted under this Agreement gives Licensee no rights to such content.
The Software and documentation have been developed entirely at private expense and are provided as "Commercial Computer Software" or "restricted computer software". You have only those rights provided for such Software and Documentation by the Compass Commercial Australia standard software agreement for the product.

G. LICENSEE OBLIGATIONS - USAGE

Seed Data (including, but not limited to Referential Data and Initialisation Data) delivered or installed with the CBS Software belongs to or becomes the property of Compass Commercial Australia. Unless stated otherwise in the Documentation, you may display, modify and reproduce any of the Seed Data included with the Software. However, you may not distribute the Seed Data to anyone else. Such Seed Data may not be used in the production of libelous, defamatory, fraudulent, infringing material or in any otherwise illegal manner. You may not register or claim any trademark rights in the Seed Data or derivative works thereof.
You must maintain all copyright notices on any copy of the SOFTWARE PRODUCT, so that any copy you make contains all of the original proprietary notices.
Licensee is responsible for any and all taxes imposed or payable for any reason or on any basis whatsoever, by any government or regulatory body whatsoever.
Client Organisations and their staff and agents are hereby warned that the misuse or abuse of data or information concerning staff, customers, suppliers or any other persons or other legal entities, contained in CBS, whether loaded or entered by any means whatsoever, is the sole responsibility of the client organisation.
Privacy legislation now prohibits certain acts or storage of information concerning individuals or other legal entities, and you are strongly advised to acquaint yourself and your organisation of the risks and implications in this regard, for you and your organisation. You should take all necessary action to eliminate any possibility of illegal activity whether actively or passively committed or such illegal acts by omission.
IT Management should make General Management aware of its obligations with regard to privacy legislation and care should be taken to ensure that managers, supervisors or other staff do not gain access to or misuse or disseminate any information concerning any individual or group of individuals or legal entities that could be construed as private information or of a private nature.

H. RESTRICTIONS - USAGE

There are a number of restrictions on the application, use, provision, etc. of this software. Many of these restrictions are contained elsewhere in this agreement. This section contains some of the core restrictions.
Except as otherwise expressly permitted in this Agreement, or in another Compass Commercial Australia agreement to which Licensee is a party such as the CCK license agreement, the MCD license agreement or a distribution agreement, Licensee may not:
a) copy the Software or pre-loaded Seed Data, except as set forth in the "LICENSEE OBLIGATIONS - USAGE" section. Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software. You agree not to modify, adapt or translate the Software. You also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademark owners' names. Trademarks can only be used to identify printed output produced by the Software and such use does not give you any rights of ownership in that trademark. Except as stated above, this Agreement does not grant you any intellectual property rights in the Software. This Agreement provides the terms and conditions under which you are licensed to use the Software. It is not an agreement for the sale of the Software to you.
b) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Product unless Compass Commercial Australia's prior written consent is obtained. In some jurisdictions, Compass Commercial Australia's consent may not be required for disassembly or decompilation, in so far as such activity is expressly permitted by applicable law notwithstanding this limitation. If you do undertake, or plan to undertake any of the above activities, you will provide Compass Commercial Australia with reasonably detailed information regarding any actual or planned decompilation, disassembly, reverse engineering, or other attempt to derive the source code for the Product.
c) modify or create any derivative works of the Product or documentation, including translation or localization;
d) disable any licensing or control features of the Software;
e) allow more than the maximum number of authorized users to Use the Software concurrently
f) decrypt the Software unless decryption is a necessary part of the operation of the Software;
g) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Product;
h) export or re-export the Software or any copy or adaptation in violation of any applicable laws or regulations;
i) distribute copies of the CBS Software to third parties;
j) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product; or
k) publish any results of benchmark tests run on the Product to a third party without Compass Commercial Australia's prior written consent.
In addition to the above, there are a number of other specific restrictions which apply to your use of the software. If you do not abide by these usage restrictions you will be in danger of corrupting the integrity and meaning of the data. Accordingly Compass Commercial Australia takes no responsibility for the consequences of such prohibited action.
a) You may not import, change, delete, or record data directly into the database.
b) Direct manipulation of data in the tables may result in integrity constraints on that data not being properly applied so that the meaning and integrity of that data is corrupted.
c) CBS has audit logs that are intended to be maintained during normal operation and allow management to check for misuse or abuse of system data or events. These audit logs may also be used to detect irregularities in the way FLU Leaders and Managers are handling staff and staff-related matters. These logs are unlikely to be properly updated if data is imported or if data is directly added, changed or deleted in the database tables.
d) Accordingly, any attempt to import data, change or record data directly into the database (without entering the data through the normal CBS screens) is explicitly prohibited by the user license agreement and immediately voids any warranty expressed or implied.
e) This prohibition also applies to the audit log itself. Any addition, alteration, deletion or tampering with any table associated with the audit logs, immediately voids the client organisation's rights to use the software. It also is a breach of the license agreement, whose remedy is the payment of damages and prescribed penalties to Compass Commercial Australia by the client organisation and the person(s) who made such changes to the data or the database table.
f) Client Organisation Enterprise management should ensure that proper controls, at the policy, process and physical levels are in force at all times to guard against any such infringements or related Systems Administration activities.

I. CODE OF PRACTICE - USAGE

The principal items in the CBS Code of Practice are:
a) no-one will use CBS for or as an aid to illegal purposes
b) no-one will enter data into CBS for malicious or defamatory purposes
c) staff or management will not use information in CBS to victimise or discriminate against individuals or minorities
d) except for purely technical backup and retrieval purposes, IT management will not copy or proliferate information concerning staff or business activities without authority from the client organisation and the express permission of those concerned
e) data contained in or passing through CBS will not be on sold to other business concerns whether directly or indirectly, without the express permission of those concerned unless otherwise required by law to do so
f) no-one will use their knowledge of CBS or the data which it contains to cause duress to another person, group or legal entity
g) client organisations will maintain appropriate control over the data held in CBS and will administer appropriate disciplinary action on those within its control who breach or would attempt to breach this Code of Practice
h) client organisations will make reasonable efforts to use CBS, wherever practicable, for or as an aid to improving the working life and environment for their staff, management and other stakeholders of the enterprise
It is also expected that the client organisation will extend the code of practice to include all areas and aspects of the business in which CBS is deployed or affects.

J. LICENSEE OUTSIDE AUSTRALIA

If Licensee is located outside Australia, then the provisions of this Section shall apply.
a) The parties confirm that this Agreement and all related documentation is and will be in the English language.
b) Licensee is responsible for complying with any local laws in its jurisdiction which might impact its right to import, export or use the Product, and Licensee represents that it has complied with any regulations or registration procedures required by applicable law to make this license enforceable.

K. COOPERATION WITH COMPASS COMMERCIAL AUSTRALIA

During the term of this Agreement, if requested by Compass Commercial Australia, you will provide feedback to Compass Commercial Australia regarding testing and use of the Software, including error or bug reports.
If the Licensee has been provided the Software pursuant to a separate written agreement, such as the Compass Commercial Australia Early Adopter Partner Agreement, your use of the Software is also governed by such agreement.

L. ENCRYPTION

If Licensee wishes to use the cryptographic features of the Product, then Licensee may need to obtain and install a signed digital certificate from a certificate authority or a certificate server. Licensee may be charged additional fees for certification services.
Licensee is responsible for maintaining the security of the environment in which the Product is used and the integrity of the private key file used with the Product.
In addition, the use of digital certificates is subject to the terms specified by the certificate provider, and there are inherent limitations in the capabilities of digital certificates.
If Licensee is sending or receiving digital certificates, Licensee is responsible for familiarizing itself with and evaluating such terms and limitations.

M. TERMINATION

Without prejudice to any other rights, Licensor may terminate this Agreement if Licensee breaches any of its terms and conditions. Upon termination, Licensee shall destroy all copies of the Product.
Upon receipt of a later unreleased version of the Software or release by Compass Commercial Australia of a publicly released commercial version of the Software, whether as a stand-alone product or as part of a larger product, you agree to destroy all earlier unreleased versions of the Software received from Compass Commercial Australia and to abide by the terms of the End User License Agreement for any such later versions of the Software. Notwithstanding anything in this paragraph to the contrary, if you are located outside the United States of America, you agree that you will return or destroy all unreleased versions of the Software within thirty (30) days of the completion of your testing of the Software if such date is earlier than the date for Compass Commercial Australia's first commercial shipment of the publicly released (commercial) Software.
Transfer of rights to use CBS is strictly prohibited by this agreement. Nonetheless, should there be, by court order or other force majeure, a transfer of the license agreement, then the terms of this section will apply. Your license will automatically terminate upon any transfer of the Software. Upon transfer, you must deliver the Software, including any copies and related documentation, to the transferee. The transferee must accept these License Terms as a condition to the transfer.
Compass Commercial Australia may terminate your license upon notice for failure to comply with any of these License Terms. Upon termination, you must immediately destroy the Software, together with all copies, adaptations and merged portions in any form.

N. DISCLAIMER OF WARRANTY ON SOFTWARE

Disclaimer of warranty. The product is provided on an "as is" basis, without warranty of any kind, including without limitation the warranties that it is free of defects, merchantable, fit for a particular purpose or non-infringing. The entire risk as to the quality and performance of the product is borne by licensee. Should the product prove defective in any respect, licensee and not licensor or its suppliers or resellers assumes the entire cost of any service and repair. In addition, the security mechanisms implemented by the product have inherent limitations, and licensee must determine that the product sufficiently meets its requirements. This disclaimer of warranty constitutes an essential part of this agreement. No use of the product is authorized hereunder except under this disclaimer.
You acknowledge that the Software may contain bugs, errors and other problems that could cause system failures. Consequently, the Software is provided to you "as is", and Compass Commercial Australia disclaims any warranty or liability obligations to you of any kind. You acknowledge that Compass Commercial Australia has not promised or guaranteed to you that such Software will be announced or made available to anyone in the future, that Compass Commercial Australia has no express or implied obligation to you to announce or introduce the Software and that Compass Commercial Australia may not introduce a product similar or compatible with the Software. Accordingly, you acknowledge that any research or development that you perform regarding the Software or any product associated with the Software is done entirely at your own risk. Compass Commercial Australia and its suppliers do not and cannot warrant the performance or results you may obtain by using the software or documentation. Some states or jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you.

O. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, in no event will licensor or its suppliers or resellers be liable for any indirect, special, incidental, punitive or consequential damages arising out of the use of or inability to use the product, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. In any case, licensor's entire liability under any provision of this agreement shall not exceed in the aggregate the sum of the fees licensee paid specifically nominated for this license (if any), excluding any consulting or other fees or amounts, and fees for support of the product received by Compass Commercial Australia under a separate support agreement (if any). Compass Commercial Australia is not responsible for any liability arising out of content provided by licensee or a third party that is accessed through the product and/or any material linked through such content.
The remedies provided above are customer's sole and exclusive remedies. In no event shall Compass Commercial Australia be liable for any direct, indirect, special, incidental or consequential damages (including lost profit) whether based on warranty, contract, tort or any other legal theory.
In no event will Compass Commercial Australia or its suppliers be liable to you for any consequential, indirect, incidental, punitive or special damages, including any lost profits or lost savings, even if a representative of Compass Commercial Australia or any supplier has been advised of the possibility of such damages, or for any claim by any third party. Some states or jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you.

P. EXPORT CONTROL

Licensee agrees to comply with all export laws and restrictions and regulations of Australia or foreign agencies or authorities, and not to export or re-export the Product or any derivative product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. As applicable, each party shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to its own export of the Product from Australia.
Neither the Product nor the underlying information or technology may be downloaded or otherwise exported or re-exported (i) into Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country subject to Australian or U.S. trade sanctions covering the Product, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions. By downloading or using the Product, Licensee agrees to the foregoing and represents and warrants that it complies with these conditions.
This product is provided to the licensee as "not for export". Unless Licensee has an exemption from the Australian government, the following applies: Except for export to New Zealand for use in New Zealand by New Zealander citizens, the product and any underlying encryption technology may not be exported outside Australia or to any foreign entity or "foreign person" as defined by Australian government regulations, including without limitation, anyone who is not a citizen, national or lawful permanent resident of Australia. By downloading or using the product, licensee agrees to the foregoing and warrants that it is not a "foreign person" or under the control of a "foreign person".

Q. GOVERNING OR CONTROLLING LAW, SEVERABILITY, INTERPRETATION AND GENERAL PROVISIONS

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof.
Variations to this LICENSE AGREEMENT are valid only where they are expressly contained in a license addendum which accompanies this license in a written document that has been signed by both you and a duly authorised Director of Compass Commercial Australia Pty Ltd. No representations by Compass Commercial Australia personnel or any associated provider shall be taken so as to supersede, modify or add to the terms and conditions of this LICENSE AGREEMENT.
Except to the extent applicable law, if any, provides otherwise, this Agreement shall be governed by the laws of the State of New South Wales, Australia.
Unless otherwise agreed in writing, all disputes relating to this Agreement (excepting any dispute relating to intellectual property rights) shall be subject to final and binding arbitration in New South Wales, Australia, under the auspices of the relevant Statutory Authority, with the losing party paying all costs of arbitration.
This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
If for any reason a court of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be illegal or unenforceable, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.
The controlling language of this Agreement is English. If Licensee has received a translation into another language, it has been provided for Licensee's convenience only.
A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not constitute a general waiver of such term or condition or any subsequent breach thereof.
The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination.
Licensee may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein. In the case of a merger or the sale of all or substantially all of Licensee's assets to another entity, the license will remain with the original licensee, unless a specific transfer agreement is authorised and signed by Compass Commercial Australia, for which authorisation, a commercial fee is payable.
This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.
Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.
The relationship between Licensor and Licensee is that of independent contractors and neither Licensee nor its agents shall have any authority to bind Licensor in any way.
If any dispute arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith.
If any Compass Commercial Australia professional services are being provided, then such professional services are provided pursuant to the terms of a separate Professional Services Agreement between Compass Commercial Australia and Licensee. The parties acknowledge that such services are acquired independently of the Product licensed hereunder, and that provision of such services is not essential to the functionality of such Product.
The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning.
The expressions "licensee" or "user" or "client" or "client organisation" shall be a reference to each of the said persons severally as well as to any two or greater number of them jointly.
The word "person" shall include a corporation.
Words importing the singular number or plural number shall be deemed to include the plural number and the singular number respectively.
References to the software or CBS software shall mean all of the software or any part thereof.
Words importing any gender shall include every gender.
Licensor may use Licensee's name in any customer reference list or in any press release issued by Licensor regarding the licensing of the Product and/or provide Licensee's name and its officers and the names of the Product licensed by Licensee to third parties.
Unpublished-rights reserved under the copyright laws of the Australia. Compass Commercial Australia, Level 1, 20 Hunter St, Parramatta NSW Australia 2050 - tel:+61 2 9880 7722.

II. SCHEDULE OF AUTHORISED USAGE

Applicable for 12 months from: .......................

A. Note: Text in blue writing or linked by underscored spacing, denotes a value which is specific to this Officially Numbered CBS License Agreement. If any of these values is omitted from the document, the value shall be as recorded in the "Client Organisation File" record stored and maintained by Compass Commercial Australia or the relevant Implementation Partner organisation.

B. Licensee: enter_value_here_in_the_following_example_form (eg Acme Banking Corporation Limited)

C. Official CBS License Number:
enter_value_here_in_the_following_example_form (eg 1,000,001-ABC)

D. Date Printed and Issued: enter_value_here_in_the_following_example_form (eg 7 Mar 2003)

E. Date Officially Signed: enter_value_here_in_the_following_example_form (eg 7 Mar 2003)

F. Location and Situation 0001:
enter_value_here_in_the_following_example_form (eg 0001-Acme Banking Corporation, Sydney; 0002-Acme Banking Corporation, Melbourne)

Servers and Network:
a) Number of computer devices (including hard disks or other storage devices) on which you may install the Oracle-based Database Software: enter_value_here_in_the_following_example_form (eg 2 or NIL)
b) Number of computer devices (including hard disks or other storage devices) on which you may install the FileMaker Pro-based Database Software for use on the same single network of computers as for the Oracle-based Software mentioned above: enter_value_here_in_the_following_example_form (eg 2 or NIL)
c) You may NOT make any copies of the Software, as Compass Commercial Australia provides you with a backup copy for recovery purposes only, and on the condition that it is not otherwise installed or used on any computer.
Roster Engine Servers:
a) You may have commissioned a maximum of enter_value_here_in_the_following_example_form (eg 2 or NIL) Roster Engine Servers connected to the live production network and enter_value_here_in_the_following_example_form (eg 2 or NIL) Roster Engine Server for backup purposes, which is not connected to the live production network whilst the other Roster Engine Servers are deployed on the network.
b) You may install enter_value_here_in_the_following_example_form (eg 2 or NIL) copy of the Rostering Engine Software onto a hard disk or other storage device for use on each Roster Engine Server, which the client organisation is authorised to have commissioned as provided above.
ON-FLOOR terminals:
a) Number of ON-FLOOR terminal PCs on which you may deploy the ON-FLOOR Oracle-based Main Menu Form: enter_value_here_in_the_following_example_form (eg 2 or NIL)
b) You may load the ON-FLOOR Oracle-based Forms on any of the ON-FLOOR terminal PCs on which the ON-FLOOR Oracle-based Main Menu Form is deployed, purely for the purposes of network performance improvement.
OFF-FLOOR terminals:
a) Number of OFF-FLOOR terminal PCs on which you may deploy the OFF-FLOOR Oracle-based CBS Portal Form: enter_value_here_in_the_following_example_form (eg 2 or NIL)
b) You may load the ON-FLOOR and OFF-FLOOR Oracle-based Forms on any of the OFF-FLOOR terminal PCs, purely for the purposes of network performance improvement.
Authorised Internal Business Purpose:
a) You may use the software for the purpose of enter_value_here_in_the_following_example_form (eg Staff Appraisals Support) within the Location and Situation nominated above.
b) You may allow a maximum of enter_value_here_in_the_following_example_form (eg 2 or NIL) staff members to operate the system as concurrently registered users of CBS.

G. This schedule (E&OE) has been authorised by:

For and on behalf of Compass Commercial Australia Pty Ltd

Director: .......................

III. SCHEDULE OF LICENSE WARNING(S)

A. Before the CBS Software can be opened, any user who starts the software application is presented with a USER DECLARATION AND ACCEPTANCE screen. The user is required to specifically declare that he/she accepts all terms and conditions of the license agreement and holds appropriate authority to start the CBS application on behalf of the person, organisation, enterprise or other legal entity(s) that control and own the computer system and network on which that instance of CBS, or any part thereof, is loaded.

Then two buttons are presented:
"PROCEED TO OPEN CBS"
Against this button, the following declaration would appear:
"I, the User of this computer, hereby declare that I accept all terms and conditions of the license agreement and hold appropriate authority to start the CBS application on behalf of the person, organisation, enterprise or other legal entity(s) that control and own the computer system and network on which this instance of CBS, or any part thereof, is loaded."
"DO NOT OPEN - EXIT CBS NOW"

B. A warning notice is included in the first screens that appear when the system is opened, whether directly on the On-Floor system or via the CBS Portal. The essence of that warning, which is the approximately the same in both cases, is recorded below for identification and reference purposes. It applies to IT professionals, General Management, contractors to and agents of the Client Organisation and End Users alike, and is worded as follows:

ON and OFF-FLOOR LICENSE WARNING
"This warning applies to IT professionals, General Management, contractors to and agents of the Client Organisation and End Users alike.

WARNING:
You are about to enter CBS - a new way of business life!

This Suite of Business Processes and Computer Software is provided by Compass Commercial Australia, an Australian business, registered in the State of New South Wales, and its associates on the basis that use of Compass Business Suite (CBS) is solely at the risk of the user and their enterprise.

No warranty whatsoever is given or implied as to its safety or worthiness of purpose. If any system failure, data corruption or damage to the business occurs as a direct or indirect result of the use of this product or associated material or advice whether explicit, inferred or implied, or any combination of the above, no duty of care or responsibility shall be attributed to the designers or developers of the system or business processes, nor to any installer, implementer or advisor, nor to Compass Commercial Australia, their agents or associates.

You are given a choice here to proceed to open this CBS application, or to exit CBS now.
By proceeding to open CBS, you hereby agree to accept full responsibility for its application. You also warrant that you and your enterprise will hold Compass Commercial Australia, its agents and associates, fully indemnified against any claim for loss or consequential event or outcome as a result of opening or using CBS.

You also state that you know that the person, organisation, enterprise or other legal entity that controls the computer system on which CBS is loaded, is an authorised legal licensee of all parts of the CBS software which are deployed on the system that you are using and that to your knowledge it is not and has not been in breach of the strict terms of its License Agreement or its associated Code of Practice.

You also state that you currently hold appropriate authority to start the application on behalf of the person, organisation, enterprise or other legal entity that controls the computer system on which CBS is loaded."

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