IMPORTANT: You must read the following carefully and agree to it before you may proceed with the software installation.
This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Mesh Assist Pty Ltd ("Mesh") for the software product that accompanies this EULA, which includes computer software and may include associated media, printed materials, "online" or electronic documentation, and Internet-based services ("Software"). An amendment or addendum to this EULA may accompany the Software.
YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE; YOU MAY RETURN THE SOFTWARE TO YOUR PLACE OF PURCHASE.
MESH SOFTWARE LICENSE
Definitions
"Mesh" – Mesh Assist Pty Ltd supplier of the software product.
"Software" – software programs accompanying this EULA, including documentation, printed materials and any future updates you are entitled to receive. The term covers software produced by Mesh Assist Pty Ltd or produced by a third party and supplied by Mesh Assist Pty Ltd. Software also include the application (‘Simpatico’), either as web, mobile, Microsoft Teams or any other derivative application or interface of the Simpatico application.
“Mesh Licence Registration” – Licence registration component developed and distributed by Mesh Assist Pty Ltd as part of its product installation utility.
"Trial Version" – a version of the software may be supplied for evaluating purposes. The version will be clearly marked as trial in Mesh Product Registration management page and is set to expire (cease functioning) at the end of the trial period. You might be able to purchase and register your trial version to convert it to a full version of the software. In this case it will not expire and is to be treated as a regular version for all intents and purposes.
“SaaS License” – right to use the Software on Mesh front-end and Admin server. For the purposes of this agreement, front- end and Admin platform are the ones responding to web request by end users in a product environment. The definition does not apply to database servers, mail servers or application server unless used in the capacity of a web-based server as well.
“User License” – right to use the Software within confines of a Mesh web-based application. You are limited in the number of instances, end users or transactions according to the specific terms of the license and the volumes purchased monthly or annually (subscription period).
Grants of license
Mesh grants you the rights described in this EULA provided that you comply with all terms and conditions of this EULA.
General License Grant. In consideration for your payment of any applicable license fee for the Software, Mesh grants you a non-exclusive, non-transferable (except as set out in clause 3.6 (Transfers)) license to use the Software and Documentation during the period of the license (subscription period), solely for internal business operations and conditioned on compliance with all the terms and conditions of this EULA. Subject to the specific license type purchased you may install and use this Software on front-end server, web application or databases. Depending on the license type and volumes you will be limited in the number of end users utilising the software.
Documentation. You may make and use an unlimited number of copies of any documentation, provided that such copies shall be used only for personal purposes and are not to be republished or distributed (either in hard copy or electronic form) beyond your premises.
Effect of EULA. The Software may contain development tools, utilities and other Mesh software programs (each such tool or software program, a "Component"); such Components may include a separate end-user license agreement (each, a "Component EULA").
License Restrictions
Reservation of rights. Mesh reserves all rights not expressly granted to you in this EULA. The Software is protected by copyright and other intellectual property laws and treaties. Mesh or its suppliers own the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold.
Limitations of reverse-engineering, decompilation and disassembly. You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. The Software is licensed as a single product, and its component parts may not be separated for use on more than one computer. You will not yourself, and will not allow any third party, directly or indirectly, to modify, amend, or create derivative works of the Software Product.
No rental. Unless otherwise provided herein, you may not rent, lease, lend or sublicense the Software.
Upgrades. To use a version of the Software identified as an upgrade, you must first be licensed for the software identified by Mesh as eligible for the upgrade. After upgrading, you may no longer use the software that formed the basis for your upgrade eligibility. You are also obliged to uninstall, destroy and cease using the earlier version of the software and not transfer it to another person or entity.
Not for resale. Software identified as "Not For Resale" or "NFR," may not be sold or otherwise transferred for value, or used for any purpose other than demonstration, test or evaluation.
Transfer. The initial user of the Software may make a one-time permanent transfer of this EULA and Software to another end user, provided the initial user retains no copies of the Software. This transfer must include all of the Software (including all component parts, the media and printed materials, any upgrades this EULA, and, if applicable, the Certificate of Authenticity). The transfer may not be an indirect transfer, such as a consignment. Prior to the transfer, the end user receiving the Software must agree to all the EULA terms.
Termination. Without prejudice to any other rights, Mesh may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Software and all of its component parts.
Limited warranty. The warranties and disclaimers described in this paragraph are collectively the "Limited Warranty". Mesh warrants to you (and only you) that the Software will perform substantially in accordance with the accompanying documentation (if any) for a period of ninety (90) days from the date of original purchase of a license to the Software Product from an authorised retailer or directly from Mesh (or the date you have obtained authorisation from Mesh or an authorised retailer to convert a Trial Version to a Full Version) (in each case the "Purchase Date"). Implied warranties on the Software, to the extent required by applicable law, are limited to ninety (90) days from the Purchase Date. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.
Disclaimer of warranties. The Limited Warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties or similar obligations (if any) created by any advertising, documentation, packaging, or other communications. Except for the limited warranty and to the maximum extent permitted by applicable law, Mesh and its suppliers provide the software and support services (if any) as is and with all faults, and hereby disclaim all other warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the software, and the provision of or failure to provide support or other services, information, software, and related content through the software or otherwise arising out of the use of the software. Also, there is no warranty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement with regard to the software.
Exclusion of incidental, consequential and certain other damages. To the maximum extent permitted by applicable law, in no event shall Mesh or its suppliers be liable for any special, incidental, punitive, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the software, the provision of or failure to provide support or other services, information, software, and related content through the software or otherwise arising out of the use of the software, or otherwise under or in connection with any provision of this EULA, even in the event of the fault, tort (including negligence), misrepresentation, strict liability, breach of contract or breach of warranty of Mesh or any supplier, and even if Mesh or any supplier has been advised of the possibility of such damages.
Subject to the Non-Excludable Provisions and to the full extent permitted by any applicable law, the entire liability of Mesh and any of its suppliers under any provision of this EULA (regardless of the basis of the claim or action, including negligence and gross negligence) and your exclusive remedy hereunder (except for any remedy of repair, resupply or replacement elected by Mesh with respect to any breach of the Non-Excludable Provisions) will be limited to the greater of the Licence Fee paid to Mesh.
Entire agreement; severability. This EULA (including any addendum or amendment to this EULA which is included with the Software) are the entire agreement between you and Mesh relating to the Software and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. To the extent the terms of any Mesh policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
Should you have any questions concerning this EULA, or if you desire to contact Mesh for any reason, please visit Mesh on the World Wide Web at http://www.meshassist.ai.