talk@xlabs.com.au

License

Standard End User License Agreement (EULA)

PLEASE READ CAREFULLY BEFORE USING THIS PRODUCT: This End-User License Agreement (“EULA”) is a legal agreement between (a) you (either an individual or a single entity) and (b) XLABS Pty Ltd ACN 167 607 927 of level 3 / 33 Guildford Lane, Melbourne, Victoria, 3000, Australia (“XLABS”), that governs your use of XLABS Client Software, installed on your computer or made available by XLABS. BY TAKING ANY STEP TO INSTALL OR USE THE XLABS CLIENT SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE TERMS OF THE PRIVACY POLICY. IF YOU DO NOT ACCEPT THE EULA TERMS AND PRIVACY POLICY, DO NOT USE THE XLABS CLIENT SOFTWARE.

1. ELIGIBLE LICENSEES

The XLABS Client Software is available for license solely to end users who successfully register for access via the XLABS registration website (https://xlabsgaze.com), with NO RIGHT OF DUPLICATION OR FURTHER DISTRIBUTION, LICENSING, OR SUB-LICENSING.

2. OPEN SOURCE SOFTWARE

2.1.  XLABS Client Software includes certain third party open source and free software components (“Open Source Components”), each of which has its own copyright and its own license conditions (“Open Source License”). A list of included Open Source Components and their respective licenses can be viewed within the XLABS Client Software interface using the address: http://xlabs:9522/license.html

2.2.  Upon request XLABS will deliver all the corresponding source code for the Open Source Components at the cost of postage charges incurred. This offer to obtain the source code is valid for three years from the date you acquired the XLABS Client Software.

2.3.  To the extent any Open Source License grants the Licensee rights to use, copy or modify the Open Source Component that are broader than the rights granted by XLABS, then such rights shall take precedence over the rights and restrictions granted in this License solely for such Open Source Components.

2.4.  The Open Source Components are provided “as is” by the third party licensors who disclaim all liabilities, damages, (even if they have been advised of the possibility of such damages), warranties, indemnities and other obligations of any kind, express or implied, with regard to the Open Source Components. The Open Source Components are excluded from any indemnity provided by XLABS in this License. Nothing in the foregoing affects any performance warranty provided by XLABS with regard to the Program(s) as a whole.

3. GRANT OF LICENSE

XLABS grants you the following non-exclusive rights provided you agree to and comply with all terms and conditions of this EULA:

3.1.  Use. You may use the XLABS Client Software on your computer. You may not use the Xlabs Client Software on additional computers and do not have the right to distribute the XLABS Client Software. You agree to only use the XLABS Client Software as expressly permitted herein. You agree that you may not copy the written materials accompanying the XLABS Client Software. Modifying, translating, renting, copying, transferring or assigning all or part of the XLABS Client Software, or any rights granted hereunder, to any other persons and removing any proprietary notices, labels or marks from the XLABS Client Software is strictly prohibited. Furthermore, you hereby agree not to distribute derivative works based on the Software. You may evaluate the XLABS Client Software and create applications that utilise the XLABS Client Software, however you must enter into a separate license agreement with XLABS should you wish to distribute or make available for distribution any of your own applications that use the XLABS Client Software.  To obtain such a license please contact talk@xlabs.com.au

3.2.  Reservation of Rights. The XLABS Client Software is licensed, not sold, to you by XLABS. XLABS own all right, title and interest in and to the XLABS Client Software and reserves all rights not expressly granted to you in this EULA. You agree to refrain from any action that would diminish such rights or would call them into question.

3.3.  Support. Technical support for the XLABS Client Software may be provided by XLABS at its sole discretion. For product support, contact XLABS using the addresses outlined below.

4. TRANSFER

You may not rent, lease or lend the XLABS Client Software or use the XLABS Client Software for commercial timesharing or bureau use. You may not sublicense, assign or transfer the license or XLABS Client Software. You are responsible and liable for the use, supervision, management and control of the XLABS Client Software licensed to you under this EULA. You must ensure that the XLABS Client Software is protected at all times from misuse or unauthorised use or access.

5. PROPRIETARY RIGHTS

All intellectual property rights in the XLABS Client Software and user documentation (including on-line) are owned by and are protected by law, including but not limited to copyright, trade secret, patent and trademark law, as well as other applicable laws and international treaty provisions. The structure, organization and code of the XLABS Client Software are the valuable trade secrets and confidential information of XLABS. You must not remove any product identification, copyright notices or proprietary restrictions from the XLABS Client Software.

6. LIMITATION ON REVERSE ENGINEERING

Except to the extent that such restriction is not permitted under applicable law, you are not permitted (and you agree not to) reverse engineer, decompile, disassemble or create derivative works of or modify the XLABS Client Software. Nothing contained herein shall be construed, expressly or implicitly, as transferring any right, license or title to you other than those explicitly granted under this EULA. XLABS reserves all rights in its intellectual property not expressly agreed to herein. Unauthorized copying of the XLABS Client Software or failure to comply with the restrictions in this EULA (or other breach of the license herein) will result in automatic termination of this Agreement and you agree that it will constitute immediate, irreparable harm to XLABS for which monetary damages would be an inadequate remedy, and that injunctive relief will be an appropriate remedy for such breach.

7. TERM

This EULA is effective unless terminated. This EULA will also terminate immediately and without additional notice in the event you breach this EULA and/or fail to comply with any term or condition of this EULA. All XLABS rights accrued at termination will survive termination.

8. CONSENT TO USE OF DATA

Collection and use of data is governed by the XLABS privacy policy accessible at http://www,xlabsgaze.com/privacy-policy . You agree that XLABS may collect and use statistics on your use of the XLABS Client Software in accordance with our Privacy Policy. XLABS and its suppliers agree not to use this information in a form that personally identifies you except to the extent necessary to provide such services.

9. DISCLAIMER OF WARRANTIES

9.1. YOU AGREE THAT THE USE OF THE XLABS CLIENT SOFTWARE IS AT YOUR SOLE RISK AS TO SATISFACTORY QUALITY PERFORMANCE, ACCURACY AND EFFORT. Use of the XLABS Client Software may adversely affect the operation of other software and devices. The XLABS Client Software is offered on an “AS-IS” basis and XLABS does NOT warrant that the functions contained in the XLABS Client Software will meet your requirements or that the operation of the XLABS Client Software will be uninterrupted or error free or that such errors will be corrected. Computer software is inherently subject to bugs and potential incompatibility with other computer software and hardware. You should not use the XLABS Client Software for any applications in which failure could cause any significant damage or injury to persons or tangible or intangible property.

9.2. XLABS PROVIDES THE XLABS CLIENT SOFTWARE AND THIRD PARTY SOFTWARE “AS IS” AND WITH ALL FAULTS AND WITHOUT ANY OTHER WARRANTY OF ANY KIND (other than warranties or guarantees implied by statute or law which may not be lawfully excluded by agreement) , AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS or IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE AND NON-INFRINGEMENT, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF LACK OF VIRUSES ALL WITH REGARD TO THE XLABS CLIENT SOFTWARE AND THIRD PARTY SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY XLABS OR AN XLABS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR LIABILITY IN AN ACTION OF CONTRACT, TORT OR OTHERWISE ARISING FROM, OUT OF OR IN CONNECTION WITH THE XLABS CLIENT SOFTWARE OR THE USE OR OTHER DEALINGS IN THE XLABS CLIENT SOFTWARE.

9.3. IN NO EVENT DOES XLABS PROVIDE ANY WARRANTY OR REPRESENTATIONS WITH RESPECT TO ANY THIRD PARTY HARDWARE OR SOFTWARE WITH WHICH THE XLABS CLIENT SOFTWARE IS DESIGNED TO BE USED, AND XLABS DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY FAILURES THEREOF.

10. LIMITATION OF LIABILITY

To the extent available at law, notwithstanding any damages that you might incur, the entire liability of XLABS under any provision of this EULA and your exclusive remedy for all of the foregoing shall be limited to the resupply of the XLABS Client Software or the cost of resupply at XLABS’ discretion. IN NO EVENT SHALL XLABS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, FOR LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE XLABS CLIENT SOFTWARE, THIRD PARTY SOFTWARE AND/OR THIRD PARTY HARDWARE USED WITH THE XLABS CLIENT SOFTWARE, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS EULA), EVEN IF XLABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. The limitation under this clause 10 extends to property damage (including your property and the property of third parties); your liability to third parties; and loss or damage occurring as a result of negligence of XLABS, or its officers, directors, employees or agents.

11. INDEMNITY

You agree to indemnify and hold XLABS and its officers, directors, employees and agents harmless from any claim or demand (including but not limited to legal fees (including legal costs on an indemnity basis and patent attorney costs)) made by a third party against XLABS due to or arising out of or related to your use of the XLABS Client Software or violation of the terms and conditions of this Agreement, your violation of any laws, regulations or third party rights or your negligent act, omission or willful misconduct.

12. COMPLIANCE WITH LAWS

You shall comply with all laws and regulations of Australia and other countries (“Export Laws”) to ensure that the XLABS Client Software is not (1) exported, directly or indirectly, in violation of Export Laws, or (2) used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation. You further agree that you will not use the XLABS Client Software for any purpose prohibited under applicable law.

13. APPLICABLE LAW

This EULA is governed by the laws in force in the state of Victoria, Australia and each party submits to the non-exclusive jurisdiction of the courts of Victoria.