Clickwrap License

Clickwrap License

• EPRACTICE TECHNOLOGIES PTY LIMITED
• ABN 44 604 779 259M
• ACN 604 779 259

Clickwrap Licence Agreement

Permission to use this on line application (“Application”) is conditional upon you, the customer, agreeing to the terms set out below. This Application is only offered to you on condition that you read and accept all the terms of this licence and wish to become a licensee of the Application. Acceptance will bind you and all of your employees to the terms of the licence. By logging on, you will be deemed to have accepted the following terms. If you do not wish to accept the terms, you must not log on and you may not use the Application.

1. Licence

• 1.1 Pursuant to this licence, the licensee acquires a non-exclusive right to: use the attached Application on the terms and conditions set out in this document; and use the Application strictly in accordance with the provisions of this licence.
• 1.2 The licensee is not permitted to view the source code of the Application.

2. Licence fee

• 2.1 The licensee is not entitled to use the Application until the licence fee has been paid. In the case of payment by cheque, payment will not be deemed until the cheque has been cleared.

3. Documentation

• 3.1 This licence extends to any accompanying documentation. The documentation may not be copied, modified or used in any way not contemplated or expressly authorised by this agreement.

4. Licensee’s obligations

4.1 The licensee hereby undertakes the following obligations:

• (a) to not copy, reproduce, translate, adapt, vary or modify the Application or download any pages or parts of the Application without the express consent of ePractice Technologies Pty Ltd, except as expressly authorised by this agreement or Pt III Div 4A of the Copyright Act 1968
• (b) to supervise and control the use of the Application in accordance with the terms of this licence;
• (c) to ensure its employees, sub-contractors and other agents who have authorised access to the Application are made aware of and will abide by the terms of this licence; and
• (d) to not provide or otherwise make available the Application in any form to any person other than those referred to in paragraph (c) without the written consent of ePractice Technologies Pty Ltd.

5. Warranty

• 5.1 The licensee acknowledges that the Application cannot be guaranteed error free and further acknowledges that the existence of any such errors will not constitute a breach of this licence.
• 5.2 Notwithstanding the abovenamed, ePractice Technologies Pty Ltd warrants that the Application will in all material respects perform in accordance with the documentation.
• 5.3 In the event any statute implies terms into this agreement which cannot be lawfully excluded, such terms will apply to this agreement, save that the liability of ePractice Technologies Pty Ltd for breach of any such implied term will be limited, at the option of ePractice Technologies Pty Ltd to any one or more of the following:

  the replacement of goods to which the breach relates or the supply of equivalent goods; the repair of such goods;

  (c) the payment of the cost of replacing the goods or of acquiring equivalent goods;

  or

  (d) the payment of the cost of having the goods repaired.

• 5.4 Except as expressly provided to the contrary in this agreement, ePractice Technologies Pty Ltd will not be liable to the licensee for any loss or damage, including special, indirect or consequential damages (such as loss of profits) arising out of a breach of this licence or arising out of the supply of a defective Application.
• 5.5 The licensee acknowledges that it has exercised its independent judgment in deciding to use the Application and has not relied on any representation made by ePractice Technologies Pty Ltd which has not been stated expressly in this agreement or upon any descriptions or illustrations or specifications contained in any document including catalogues or publicity material produced by ePractice Technologies Pty Ltd.

6. Copyright

• 6.1 The licensee acknowledges that the Application and documentation are the subject of copyright. The licensee will not during or any time after the expiry or termination of this licence permit any act which infringes that copyright and, without limiting the generality of the foregoing, the licensee specifically acknowledges that it may not copy the Application except as otherwise expressly authorised or acknowledged by this agreement.
• 6.2 The licensee will indemnify ePractice Technologies Pty Ltd fully against all liabilities, costs and expenses which ePractice Technologies Pty Ltd may incur to a third party as a result of the licensee’s breach of the copyright provisions of this licence.

7. Term of licence

• 7.1 This licence commences upon payment of the licence fee and is granted for the period of months agreed to by ePractice Technologies Pty Ltd, but may be terminated in the following circumstances:
  
  (a) if the licensee is in breach of any term of this agreement;
  
  (b) if the Licensee or its directors are convicted of a criminal offence;
  
  c) if the licensee, being a corporation, becomes the subject of insolvency proceedings;
  
  (d) if the licensee, being a firm or partnership, is dissolved; or
  
  (e) if the licensee destroys the Application and documentation for any reason.
  
  
• 7.2 Upon termination, the licensee or its representative will destroy any remaining copies of the Application and documentation or otherwise return or dispose of such material in the manner directed by ePractice Technologies Pty Ltd.
• 7.3 Termination pursuant to this clause will not affect any rights or remedies which ePractice Technologies Pty Ltd may have otherwise under this licence or at law.
• 7.4 If the Licensee terminates this licence before the expiry of the agreed term the licensee will immediately pay the licence fee payable for the balance of the agreed term.

8. Assignment

• 8.1 The benefit of this licence and the right to use the Application will not be dealt with in any way by the licensee (whether by assignment, sub-licensing or otherwise) without ePractice Technologies Pty Ltd written consent.

9. Waiver

• 9.1 Failure or neglect by either party to enforce at any time any of the provisions of this agreement will not be construed or deemed to be a waiver of that party’s rights under this licence.

10. Governing law

• 10.1 This licence will be governed by and construed according to the law of New South Wales.

11. Acceptance

• 11.1 Do not log on unless you agree to abide by the terms of this licence and the web site terms and conditions.
• 11.2 By logging on the licensee will be deemed to have accepted the web site terms and conditions and the terms and conditions of this licence.