END USER LICENCE AGREEMENT

 

This End User Licence Agreement (Agreement) is between Code Barrel Pty Ltd (ABN 46 610 708 819) (referred to as Code Barrel) and the each individual or entity agreeing to this Agreement (referred to as you or your), collectively referred to as the Parties and each a Party.

Your access to the Services is subject to your purchase or license of the applicable products manufactured by Atlassian Pty Ltd (Atlassian). Atlassian is not a party to this Agreement.

This Agreement governs your access to and use of Code Barrel software (Software) and any related materials, media or services made available to you via the Atlassian Marketplace including but not limited any hosting or provision of cloud-based environment and any related support services (together with the Software referred to as Services).

 

1. ACCEPTANCE

1.1 This Agreement forms a binding legal agreement between you and Code Barrel. By accessing, installing and/or using the Services, you acknowledge and agree to comply with and be legally bound by the terms of this Agreement. Please read this Agreement carefully. If you have any questions, you should contact Code Barrel using the contact details at the end of this Agreement. If you do not agree to this Agreement, you must not access, install or use the Services.

1.2 If you are agreeing to this Agreement on behalf of an entity, including but not limited to a company or other organisation, you represent and warrant that you have the power and authority to enter into agreements and bind such entity and act on behalf of any person who uses the Services (each a User, collectively referred to as Users).

1.3 You agree the Services will only be used by Users who are your employees, contractors or authorised agents acting in the ordinary course of business and directly working for or managed by you. You must ensure that each User using or accessing the Services does so in accordance with the terms of this Agreement.

1.4 Code Barrel reserves the right to make changes to this Agreement at any time, effective upon the posting of the modified Agreement. Code Barrel endeavours to provide you with at least 14 days’ notice via email prior to those changes become effective. It is your responsibility to ensure that you (and each User where applicable) have read, understood and agreed to the most recent Agreement available on the Site. If you do not agree to these changes, you may terminate these Terms and you must cease and ensure each User ceases to access or use the Services.

1.5 As Code Barrel is a vendor in the Atlassian Marketplace, this Agreement is a ‘Publisher EULA’ as defined in the Atlassian Marketplace Terms of Use and related Atlassian terms and conditions (collectively referred to as Atlassian Terms) also govern your access to the Atlassian Marketplace and order of this Software. You will not be able to use the Code Barrel Services if you do not agree to the applicable Atlassian Terms and have access to the applicable Atlassian product.

1.6 In addition to Atlassian, the supply of Services relies on products and services supplied by third parties (Third Party) including but not limited to third party infrastructure as a service provider. Where any other Third-Party terms apply, Code Barrel will use reasonable endeavours to notify you of such terms via the Services.

1.7 This Agreement supplements and incorporates Code Barrel policies as set out on the Code Barrel website available at www.codebarrel.io (Site) or the Atlassian Marketplace including but not limited to Code Barrel’s Privacy Policy and Website Terms of Use.

1.8 Using the Site or Services may be prohibited or restricted in certain countries. You are responsible for complying with the laws and regulations of the country from which you access or use the Services.

2. SOFTWARE AND SERVICES

2.1 Subject to your agreement to the terms of this Agreement and, if applicable, the payment of fees, Code Barrel grants to you and each User a non-exclusive, non-transferable, non-sublicenseable and revocable licence to access and use the Software and content provided via the Services in accordance with the intended purpose of the Software.

2.2 Depending on the Software you order, Users may: access and use the Services via their Web-browser; or download and install the Software on any computer, mobile, tablet or other device (Device). Code Barrel recommends each User access the Services using the recommended browsers or Device as notified to you.

2.3 To access and permit Users to access the Services, you must:

(a) submit an order to Atlassian or its authorised reseller (Order) and identify details including name, contact details and other related information as reasonably required (User Information) to enable Code Barrel to supply you with access to the Software; and
(b) subscribe to the Services (Subscription) for a period of time as set out on the Order Form (Subscription Period). The fees payable for the Services (Fees) will vary subject to your purchased Software, Subscription and/or the functionalities and Services you request as identified on the Order.

2.4 Upon receipt of the completed Order and any applicable Fees, you will obtain an account (Account) for you or your organisation (as applicable). You are responsible for determining:

(a) what Services you require; and
(b) if you are an organisation with an Account to manage multiple users:
(i)] who will be a User of the Services;
(ii) each User’s access level; and
(iii) whether to revoke a User’s access to the Services at any time for any reason via your Account.

3. DATA

3.1 Code Barrel will use commercially reasonable efforts to protect information you submit via the Services, including but not limited to User Information or information otherwise collected by Code Barrel (collectively referred to as Data). Code Barrel may use, and you permit Code Barrel to use this Data as required to provide the Services or technology to you. The storage, use, access or collection of any Data containing personal information will be in accordance with Code Barrel’s Privacy Policy.

3.2 You grant Code Barrel a non-exclusive, worldwide licence to any Intellectual Property rights subsisting in your Data in order to access, use, copy, transmit, reference, disclose or back-up your Data or otherwise for purposes including:

(a) to enable you and each User to access and use the Services;
(b) for Code Barrel’s administrative, support and training purposes; and
(c) in accordance with this Agreement or as otherwise required for Code Barrel to provide the Services including any modifications to the Data.

3.3 You represent and warrant that:

(a) any and all Data you submit (or a User submits) via the Services are your sole and exclusive property; or
(b) you have secured any and all authorisation and rights to use the Data as applicable under the relevant laws.

3.4 Title to and all Intellectual Property rights in any Data you input into the Services remains your property. However, if you have elected for Code Barrel to host your Data, your access to such Data and continued use of the Services is contingent on payment of your Fees for your Subscription.

3.5 You acknowledge and agree that:

(a) Code Barrel is not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by you, your employee(s), contractor(s), agent(s), any User or other third party; and
(b) you are responsible for complying with all laws and regulations regarding the use and disclosure of Data including but not limited to the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth) and any other requirements under Australian law.

3.6 The Services may contain automatic communications features which relay certain non-personally identifiable information to Code Barrel in connection with the operation of the Services. This information may include your Device or browser setting and which version of the product you are using. Code Barrel may use this information for research purposes including statistical analysis of aggregate customer behaviour.

3.7 You and each User acknowledge that, as the Services interoperate with Atlassian products and other Third-Party products whether integrated by Code Barrel or otherwise permitted by you, Code Barrel may allow Atlassian and the relevant Third Party to access any inputted Data as required for the interoperation of such products with the Software. Code Barrel is not responsible for any disclosure, modification or deletion of Data resulting from any such access by third-party application providers.

3.8 You and each User acknowledge that Code Barrel may be granted access to and modify any Data inputted by you and held by Atlassian and relevant Third Parties as required for the interoperation of such products within the Software.

3.9 Code Barrel does not guarantee the security of any Data you store on your Device(s) or server(s) or the Device(s) or server(s) of any User, contractor, service provider or other third party you engage.

3.10 It is your responsibility to maintain copies of all Data which are inputted into the Software. Code Barrel will endeavour to prevent Data loss, however, if your purchased Software is a cloud-based Software, such services are provided through Third Parties and Code Barrel does not make any guarantees that there will be no loss of Data and does not represent or warrant that access to the Services, the Data or an Account will be available without interruption.

4. PAYMENT

4.1 You agree to pay the applicable Fees in advance directly to Atlassian as required to enable you and your Users to access and use the Software. Payment of such fees will be in accordance with the applicable Atlassian Terms.

4.2 Code Barrel’s pricing structure or payment methods may be amended from time to time at its sole discretion.

5. CANCELLATION AND TERMINATION

5.1 You may terminate your Account and/or your access to the Services at any time via your Atlassian product or, where the Software are stored on your Device or server, by not paying the applicable Fees.

5.2 It is your responsibility to retrieve all necessary Data from your Account prior to termination.

5.3 Code Barrel may suspend your access to the Software and/or terminate this Agreement immediately, in its sole discretion, if:

(a) you breach any of the terms of this Agreement;
(b) you store an excessive amount of Data as determined by Code Barrel or create an excessive load on any Code Barrel server;
(c) you do not make payment prior to the applicable payment due date;
(d) Code Barrel is no longer a Vendor in the Atlassian Marketplace as defined in the applicable Atlassian Terms;
(e) Code Barrel suspects that you are attempting to reverse engineer the Software;
(f) Code Barrel considers that a request for Services is inappropriate, improper or unlawful; or
(g) as a result of an event outside Code Barrel’s control, Code Barrel is unable to supply the Services in accordance with this Agreement.

5.4 On termination of this Agreement, Code Barrel may retain your documents (including copies) as required by law or regulatory requirements. Your acceptance of this Agreement constitutes your authority for Code Barrel to retain or destroy documents in accordance with the statutory periods, or on termination of this Agreement.

6. YOUR OBLIGATIONS

6.1 You warrant that all information including User information provided to Code Barrel is true, accurate and complete.

6.2 You acknowledge and agree that you are responsible for how Users use the Services and that:

(a) you use and each User uses the Services at its own risk;
(b) the Services will only be used for your or the User’s own lawful personal or business purposes in accordance with this Agreement and any applicable Atlassian Terms;
(c) all usernames and passwords required to access the Services are kept secure and confidential;
(d) if there is any unauthorised use of your passwords or any other breach of security, you will immediately notify Code Barrel of such activity;
(e) it is your responsibility to determine that the Services meet your and each User’s needs and are suitable for the purposes for which the Services are used;
(f) you are responsible for obtaining any consents, licences, permits and permissions from other parties as required for the Services to be provided, at your cost, and for providing Code Barrel with the necessary consents, licences and permissions; and
(g) the reliability and availability of the Services is dependent upon factors including but not limited to: your or each User’s device and operating system; internet connection and choice of web-browser and you should consider the potential for disruption or other difficulties that may affect your use of the Services.

6.3 You acknowledge and agree that each User:

(a) is authorised to use the Services and to access any Data, User Information or other information they input into the Software or provide to Code Barrel as required for the Services; and
(b) will keep all usernames and passwords required to access the Services secure and confidential.

6.4 You may use the Software on behalf of others or in order to provide services to others but if you do so you must ensure that you are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to you.

6.5 Other than as set out in this Agreement, Code Barrel is not responsible to any person or entity other than you and nothing in this Agreement confers, or purports to confer, a benefit on any other person or entity. You agree that:
(a) If you use the Services on behalf of or for the benefit of any third party:
(i) you are responsible for ensuring that you have the right to do so;
(ii) Code Barrel does not warrant the fitness for purpose or suitability of the Software for such third party’s purposes and third parties may not rely on Code Barrel for any purpose;
(b) you are responsible for authorising any person who is given access to your Data, and you agree that Code Barrel has no obligation to provide any person or entity with access to such Data without authorisation from you and may refer any requests for access to the Data to you to address; and
(c) you will indemnify Code Barrel, on first demand, against any and all claims, expenses, liabilities or losses arising out of or in connection with Code Barrel’s refusal to provide any persons with access to your Data in accordance with this Agreement and Code Barrel making Data available to any person with authorisation from you.

6.6 You remain solely responsible for complying with all applicable laws. It is your responsibility to ensure that the storage of and access to your Data via the Software comply with laws which are applicable to you, including any laws requiring you to retain records of your Data.

6.7 You and each User must have its own safeguards and back up processes in place to recover from any failures or loss of Data which might occur whilst using the Services and protect the confidentiality of your and Users’ Data with suitable management procedures, as you may see fit.   

7. PROHIBITED USE

7.1 You acknowledge and agree that you and each User will not:

(a) use the Services in any manner that is illegal or violates any applicable law or regulation;
(b) attempt to circumvent or disable the Software or any technology features or measures in the Software by any means or in any manner;
(c) attempt to modify, copy, adapt or reproduce the Software except as necessary to use it for normal operation;
(d) attempt to decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Software;
(e) distribute, encumber, sell, rent, lease, sub-license, or otherwise transfer, publish or disclose the Software to any third party (except as permitted under this Agreement);
(f) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the Software or used in connection with the Services;
(g) use the Site or Services in any manner to aid in the violation of any third party Intellectual Property, including but not limited to another’s copyrights, trade secrets and patents;
(h) take any action that interferes in any manner with Code Barrel’s rights with respect to the Site or Services;
(i) attempt to undermine the security or integrity of Code Barrel’s computing systems or where the Software, Site or any and all part of the Services is hosted by a third party, that third party’s computing systems and networks;
(j) use, or misuse, the Site or Services in any way which may impair the functionality of the Site or Services or other systems used to deliver the Software or impair the ability of any other user to use the Site or Services;
(k) attempt to gain unauthorised access to any materials, other than those to which you have been given express permission to access, or to the computer system on which the Software is executed or Services provided; and
(l) transmit or input into the Site or Software any files that may damage any other person's Devices or software, content that may be offensive or material or Data in violation of any law (including any content protected by copyright or trade secrets which you do not have the right to use).

7.2 Title, ownership rights and Intellectual Property rights in and to any content displayed on the Site or Services, or accessed through the Site or Services, are the property of the applicable content owner and may be protected by applicable copyright or other law. This Agreement gives you no rights to such content.

7.3 You acknowledge that any breaches of this clause may lead to termination of this Agreement.

8.  INTELLECTUAL PROPERTY

8.1 If you hold a current Subscription, Code Barrel grants you a personal, non-exclusive, non-transferable, limited and revocable licence to use any reports or related materials containing your Data generated from the Services for your personal or non-commercial purpose. All other uses are prohibited unless you obtain Code Barrel’s prior written consent.

8.2 Title to, and all Intellectual Property rights in the Site or Services and any documentation relating to the Services remain the property of Code Barrel and its successors and permitted assigns. Your right to use such Intellectual Property is subject to the terms of this Agreement.

8.3 You grant Code Barrel a non-exclusive, worldwide, royalty-free, irrevocable license to use any Intellectual Property which subsists in any materials you provide in connection with a User’s Account or otherwise make available via the Site or Services, including intellectual property rights, including copyright in any third-party logos or other materials.

8.4 For the avoidance of doubt, you grant Code Barrel a non-exclusive, worldwide, royalty-free, irrevocable license to use any of your Intellectual Property in any format for any promotion, publicity, marketing or advertising purposes (Promotional Licence).

8.5 You can revoke the Promotional Licence at any time by submitting a written request via email to contact@codebarrel.io, requesting exclusion from future Code Barrel promotional material. Requests made after purchase may take thirty (30) days to process.

 

9. AVAILABILITY OF SERVICES

9.1 If your Code Barrel Software is a cloud-based product, whilst Code Barrel intends that access to the Software should be available on a full-time basis, it is possible that the Software is unavailable to due to maintenance or other development activity. Code Barrel does not provide any guarantee on uptime and availability of the Software. Where possible, Code Barrel will provide notice to you and Users of any maintenance or development activity in advance via email.

10. UPDATES AND AVAILABILITY OF SERVICES

10.1 Code Barrel may issue updates to the Services (Updates) from time to time for the duration of this Agreement. Unless otherwise agreed between the Parties whether as part of the Atlassian Marketplace or otherwise, Code Barrel has no obligation to provide you with any support for the Software or any Updates.

10.2 If the Software is installed on your Device or server, you must access the Site to download any available Updates. By installing the Software, you agree to automatically request and receive Updates from Code Barrel or third-party servers. You consent to such automatic updating, and agree that the terms and conditions of this Agreement will apply to all such Updates. 

11.  FEEDBACK AND DISPUTE RESOLUTION

11.1 Your feedback is important to Code Barrel. Code Barrel seeks to resolve your concerns quickly and effectively. If you have any feedback or questions about the Services, please contact any member of Code Barrel’s staff or use the contact details at the end of this Agreement.

11.2 If there is a dispute between the Parties in relation to this Agreement, the Parties agree to the following dispute resolution procedure:

(a) The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute.  The Parties agree to meet in good faith to seek to resolve the dispute by agreement between them (Initial Meeting).
(b) If the Parties cannot agree how to resolve the dispute at the Initial Meeting, any Party may refer the matter to a mediator. If the parties cannot agree on who the mediator should be, the complainant will ask the Law Society of New South Wales to appoint a mediator.  The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith to seek to resolve the dispute.

11.3 Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under this Agreement, by law or in equity.

12. LIMITATION OF LIABILITY AND DISCLAIMERS

12.1 Certain legislation including the Australian Consumer Law (ACL) in Schedule 2 of the Competition and Consumer Act 2010 (Cth) or similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of Services by Code Barrel to you which cannot be excluded, restricted or modified (Statutory Rights). If applicable, this Agreement must be read subject to such legislation and nothing in this Agreement removes the applicable Statutory Rights.

12.2 Code Barrel’s liability for the Services provided to consumers is solely governed by the ACL to the extent applicable and this Agreement. To the extent Statutory Rights apply and notwithstanding any provision of this Agreement, Code Barrel limits its liability pursuant to such provisions: for any goods, to the replacement, repair or refund of the cost of goods; or for any services, to the re-supply or the payment of the cost of having the services supplied again.

12.3 To the fullest extent permitted by applicable law, the Services and all material or work are provided to you without warranties of any kind, either express or implied, and Code Barrel disclaim all warranties, without limitation: any implied warranties of merchantability; fitness for a particular purpose; that the Services will not infringe third party intellectual property rights; the Services will be delivered without interruption; or that the Services will be free of viruses, bugs or other harmful components or defects or that such defects will be corrected from the Services.

12.4 You acknowledge that whilst Code Barrel will take reasonable steps to ensure that the Services will be fit for the advertised purposes, Code Barrel gives no guarantees that:

(a) the Services will meet your requirements as the functionality of the Software is dependent upon factors including but not limited to configuration with the end user‘s system and availability of Third Party products or services;
(b) the Site or Services will work in each of your desired use case scenarios; or
(c) the Site or Services can be executed on every operating system, as it is impossible to test each variant.

12.5 The Services use third party hosting services which are provided without any sort of warranties, and Code Barrel cannot ensure that these third-party hosting services are provided free of defect or without interruption.

12.6 Code Barrel does not warrant that use of the Site or Services will be uninterrupted or error free. The operation of the Site or Services is dependent on public telephone services, computer networks and the internet, which can be unpredictable and may from time to time interfere with the use of the Services. Code Barrel accepts no responsibility for any such interference or prevention of your or a User’s use of the Services.

12.7 You acknowledge and agree that while the information and materials provided on or via the Site or Services or otherwise provided to you by Code Barrel is provided in good faith on an “as is” basis, Code Barrel and its directors, officers, employees, contractors and agents accept no responsibility for and make no representations or warranties to you or to any other person as to the reliability, accuracy, currency or completeness of the information in such materials or information generally contained or produced via the Site or Services. You are solely responsible for (and where applicable you must ensure each User understands they are responsible for) determining the suitability of any Services and you rely on and information provided to you through the Site or Services at your own risk.

12.8 Code Barrel makes no representations regarding, and accepts no responsibility for, the suitability, accuracy or legality of any forms or results produced by the Services. Further, Code Barrel assumes no obligation to notify you of any changes in the suitability, accuracy or legality of the forms or results produced by the Services including but not limited to the accuracy of financial projections and modelling.

12.9 All risk arising out of the use or performance of the Services remains with you. You understand and agree that the use of the Services, material or data downloaded or otherwise obtained through the use of the Services, is at your own discretion and risk and that you will be solely responsible for any infections, contaminations or damage to your computer, system or network. Code Barrel is not responsible or liable for delays, inaccuracies, errors or omissions arising out of your use of the Services, any third party software or operating system.

12.10 You acknowledge that Code Barrel may pursue any available equitable or other remedy against you as a result of your failure to ensure that each and every User complies with all provisions of this Agreement.

12.11 In no event will Code Barrel or its licensors be liable for any consequential, incidental, indirect, special, punitive or other damages whatsoever arising out of this Agreement or the interruption to, use of or inability to use the Services, even if Code Barrel has been advised of the possibility of such damages.

12.12 Code Barrel or its licensors’ liability for breach of any of its obligations under this Agreement for the Services, or breach of any warranty implied by law, will be limited, to the extent permitted by law, to the total Fees paid to access and use the services in the 12 months preceding the date which liability arose. The foregoing limitations, exclusions and disclaimers will apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

13. INDEMNITY

13.1 You will be liable for and agree to indemnify, defend and hold Code Barrel harmless from and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from:

(a) any information that is not accurate, up to date or complete or is misleading or a misrepresentation;
(b) any breach of this Agreement by you or a User;
(c) any misuse of the Services, from or by you, your employees, contractors or agents or a User;Z
(d) any breach of law, regulation or licence by you or a User; and
(e) any claim brought by a third party including any User against a Party arising out of or in connection with: your or a User’s use of the Site or Services; or your Data.

13.2 You agree to co-operate with Code Barrel (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of the Site or Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given to Code Barrel. 

13.3 The obligations under this clause will survive termination of this Agreement.

14.  EXPORT RESTRICTIONS

14.1 You may not use or otherwise export or re-export any Services except as authorised by United States law and the laws of the jurisdiction in which the Services were obtained. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list.

14.2 Code Barrel is not liable for your or a User’s use of the Site or Services in countries other than as specified on the Site or in this Agreement.

15. US Government Users

15.1 If you and your User are a U.S. Government end user, Code Barrel is providing the Services to you as a "Commercial Item" as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights granted to you by Code Barrel for the Services are the same as the rights Code Barrel customarily grant to others under this EULA.

16. NOTICE

16.1 Any notice required or permitted to be given to you under this Agreement will be addressed to you at the email address provided by you on the Order.

16.2 Any notice required or permitted to be given to Code Barrel under this Agreement must be addressed to Code Barrel using the contact details at the end of this Agreement.

17. RELATIONSHIP OF PARTIES

17.1 Neither Party is authorised to bind the other Party in any way without the prior written consent of the other Party.

17.2 The Parties acknowledge and agree that they will not seek to bind the other Party other than with the prior written consent of the other Party.

18. RIGHTS OF THIRD PARTIES

18.1 Any person or entity who is not a party to this Agreement has no right to benefit under or to enforce any of the terms of this Agreement.

19. ASSIGNMENT

19.1 This Agreement is personal to you.  You must not assign or deal with the whole or any part of your rights and/or obligations under this Agreement without the prior written consent of Code Barrel.

19.2 Any purported dealing in breach of this clause is of no effect.

20. WAIVER OR VARIATION OF RIGHTS

20.1 Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right.

20.2 A Party is not liable to any other Party for any loss, cost or expense that may have been caused or contributed to by the failure, delay, waiver or exercise of a power or right.

21. POWERS, RIGHTS AND REMEDIES

21.1 Except as expressly stated to the contrary in this Agreement, the powers, rights and/or remedies of a Party under this Agreement are cumulative and are in addition to any other powers, rights and remedies of that Party.  Nothing in this Agreement merges, extinguishes, postpones, lessens or otherwise prejudicially affects any power, right, or remedy that a Party may have at any time against the other Party to this Agreement or any other person.

22. FORCE MAJEURE

If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either Party’s reasonable control (Force Majeure), and if the Party unable to carry out its obligations gives the other Party prompt written notice of such event, then the obligations of the Party invoking this provision shall be suspended to the extent necessary by such event.  The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, national emergencies, insurrections, riots, wars, strikes, lock-outs and work stoppages. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased.  An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party or its employees, officers, agents or affiliates.

23. CONSENTS AND APPROVALS

23.1 Where this Agreement provides that a Party may conditionally or unconditionally give or withhold any consent or approval in relation to any matter in this Agreement, that Party may in its absolute discretion, and without being obliged to give reasons for doing so, withhold any consent or approval or give consent or approval conditionally or unconditionally.

24. FURTHER ASSURANCE

24.1 Each Party must from time to time and in a timely manner do all things reasonably required of it by another Party to give effect to this Agreement.

25. ENFORCEABILITY

25.1 If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provision in question will not be affected.

26. ENTIRE AGREEMENT AND UNDERSTANDING

26.1 The date of this Agreement is the date that this Agreement is accepted by you.

26.2 In respect of the subject matter of this Agreement:

(a) this Agreement contains the entire understanding between the Parties; and

(b) all previous oral and written communications, representations, warranties or commitments are superseded by this Agreement and do not affect the interpretation or meaning of this Agreement.

27. GOVERNING LAW AND JURISDICTION

27.1 This Agreement is governed by the laws of New South Wales and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales.

28. DEFINITIONS

Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, company names or internet domain names.

 

For any questions or notice, please contact Code Barrel at:

Code Barrel Pty Ltd (ABN 46 610 708 819)
34 Little Comber St
Paddington NSW 2021

Email: contact@codebarrel.io

 

Last update: 2o June 2017
LegalVision ILP Pty Ltd owns the copyright in this document and use without permission is prohibited.