澳大利亚软使用许可协议英文版.docx

1PREAMBLE序言This document regulates the relationship between any user of the above named Software (the User) and CMO Handheld Software Pty Ltd ACN 106 149 589 (“CMO”). Please take the time to read the document carefully and direct any queries to CMO:In the course of operating a data collection and information management software (CMO COMPLIANCE), CMO provides information, documents, images, software and products (collectively, the Materials) and various services (the Services) subject to the terms and conditions set forth in this document (the Terms of Use) which constitutes an agreement between you and CMO. By accessing or using this Software, you agree to the Terms of Use. CMO reserves the right to change the Terms of Use at its sole discretion. Your use of the Software is subject to the most current version of the Terms of Use posted on the Software at the time of such use. These Terms of Use operate concurrently with any other valid agreement you may have with CMO and with other rules or guidelines that may be posted on the Software including without limitation rules or guidelines posted to regulate the use of a particular section, Service or Material. If you breach any of the Terms of Use, your authorization to use this Software terminates and you must destroy any confidential materials.Valid Agreement means an agreement made in writing signed by authorized officers of CMO and the other party expressly intended to bind CMO.2Acceptable Use of Software软件使用须知You must use the Software in a responsible manner and only for activities connected with your participation in CMO COMPLIANCE or to evaluate your future participation in CMO COMPLIANCE. You must not attempt to breach or circumvent Software security (Hacking) or use the Software in connection with any Hacking activities. In addition, you must not use the Software to:breach any law, third party rights or any applicable codes;send unsolicited or unwelcome electronic mail messages;mislead or deceive;post or transmit information that infringes the rights of a third party, including the right of privacy or publicity;cause the spread of a virus or another harmful object;post or transmit junk mail, spam or chain letters;collect or store personal data about others;promote in any way illegal or unwelcome activities; orundertake promotions or commercial activity not connected with your participation in CMO COMPLIANCE3RegistrationThe Software is only available only to Registered Users. To become a Registered User you must complete and submit a new user form, or registration must be undertaken on your behalf. Registered Users must be 18 years old unless an exemption has been expressly authorized by CMO. If you are applying on behalf of an organization, you warrant that you have the authority to make the application and to bind the organization to these Terms of Use. By submitting the new user form or by becoming registered in another manner, you additionally warrant that you are not excluded by an applicable law or code from becoming a Registered User. CMO reserves the right to accept or reject applications for registration. Once you have received a confirmation from CMO that contains your access details, and have paid all invoices for costs associated with the use of the Software, you are deemed a Registered User and may access the Software. It is the responsibility of the Registered User to ensure their registration information is accurate at all times. For hosted and dedicated installations, CMO reserves the Right to Audit CMO COMPLIANCE either physically or remotely to ensure that the Software is only being used by Registered Users.4Username and password用户名和登录口令Registered Users are responsible for the confidentiality of usernames and passwords. Registered Users are also responsible for all uses of their account, whether authorized or not and must notify CMO immediately upon becoming aware of any breach of confidentiality concerning a username or password or of any other unauthorized use of a Registered Users account by contacting CMO immediately by:5Registered User Use注册用户使用软件Registered Users may only use the Software in connection with their participation in CMO COMPLIANCE. Unless otherwise provided, no rights granted to Registered Users are transferable or assignable. Registered Users recognize that although the Software facilitates certain transactions, CMO is not a party to these transactions or the agent of any Registered User and Registered Users agree to waive to the maximum extent possible any and all rights they may have against CMO arising out of any transaction Registered Users enter into with a third party through the Software.Registered Users must not alter, reverse disassemble, decompile or reverse engineer, or directly or indirectly allow or cause a third party to alter, disassemble, decompile or reverse engineer the whole or any part of CMO COMPLIANCE or Applications.6Monitoring Registered User use对用户使用情况的监测In order to effectively operate CMO COMPLIANCE CMO may be required to monitor and record Registered User use. All information collected will be regulated by CMOs Privacy Policy. Registered Users authorize CMO to collect, store and use such information and waive any right of action in connection with the collection, storage and use of such information by CMO or an authorized associate of CMO as long as the information is dealt with in accordance with CMOs Privacy Policy7Submitted Information提交信息Certain areas of the Software require or are able to accept documents, information and data (Submissions) from Users.8License Governing Submissions用户提交使用申请Users deliveringSubmissionsto the Software grant CMO a license to use the Submissions in certain ways. The nature of the license varies with the type of Submission. There are two categories of submissions.For Submissions including project-planning documents, documents intended only for the internal use of the Registered User, documents the property of the Registered User and the like, the Registered User or User grants CMO free of charge a worldwide, non-exclusive license to:reproducemodify the format ofstoresuch Submissions only for purposes in connection with CMOs operation and commercial management of the Software.For Submissions such as complaints, advice, suggestions, notification of breach of these Terms of Use and the like, Registered Users grant CMO an unrestricted license.9Registered User Obligations and Warranties with respect to Submissions注册用户的义务与承诺Registered Users must ensure that they have appropriate ownership over any Submissions before delivery to the Software. CMO is not obliged to screen Submissions and Registered Users are entirely responsible for the content of the submissions including without limitation the accuracy, usefulness or completeness of the Submission and CMO makes no warranties thereto. Registered Users warrant that Submissions will not contain anything that violates any applicable laws, rules, codes or these Terms of Use.10Indemnity for Submissions 用户对公司的保障Registered Users fully indemnify CMO against any claims brought against CMO in connection with a Submission or use of the Software, Services or Materials including but not limited to infringement of intellectual property rights, the delivery, non-delivery or late delivery thereof or the inaccuracy or incompleteness of a Submission.11Limited License to Software Materials and Information对软件材料和信息的限制性授权The Materials that comprise this Software are protected by copyright and other applicable laws. Unless expressly provided herein or by Valid Agreement, no rights to any of the materials are transferred under this agreement. This means you may only use the Materials as stipulated in the Terms of Use or in a Valid Agreement. Unless expressly provided, you must not reproduce or modify any section of this Software or anything contained on the Software or modify anything that you obtain from the Software.12Software软件All software and accompanying documentation that is made available for this Software are the property of CMO and/or its licensors or suppliers or of other third parties. Unless otherwise provided, only Registered Users may download software. Except for the generic software offered for download on the Software, which may be used in accordance with the relevant end user agreement, you may use the downloaded software only for activities directly connected to your participation in CMO COMPLIANCE. You may not decompile, reverse engineer, or otherwise attempt to discover the code of any of the software available from this Software except by Valid Agreement. You must not download or use any software from this Software unless you agree to any additional terms of use that may apply, such as particular terms posted elsewhere on this Software or any applicable end user agreement.13Software Information软件信息内容This provision extends only to materials generated or posted by CMO or its authorized agents and sub-contractors and excludes Submissions (information, data and material submitted by Registered Users), which are regulated by the provision License Governing Submissions above. Unless otherwise indicated elsewhere on this Software, you may view, download, reference and print the documents and information available on this Software subject to the following conditions:The documents and information may be used solely for personal, informational, and internal purposes in connection with your participation in CMO COMPLIANCE or to evaluate your participation in CMO COMPLIANCEUnless expressly permitted, the documents and information may not be modified or altered in any wayUnless expressly permitted, the documents and information on the Software may not be distributedYou may not remove any copyright, trademark or other proprietary notices contained in the documents and informationCMO reserves the right to revoke the authorization to view, download, and print the documents and information available on this Software at any time, andThe rights granted to you constitute a limited license and not a transfer of title.You agree not to use any means to circumvent security measures CMO puts in place to restrict access to certain parts of the Software.14New Software Versions软件的版本CMO, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Software. CMO, in its sole discretion, may modify or discontinue or suspend your ability to use features or functions of any version of the Software unless otherwise specified, and/or disable any Software you may already have accessed or installed without any notice to you, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, CMO will not accept any liability in relation to the direct or indirect damages caused by the release and/or the absence of release of new versions of the CMO Software.15Costs用户支付的费用Registered Users agree to pay all costs associated with the use of the Software. Other Registered Users may agree to pay on behalf of other Registered Users in some circumstances, however this does not waive each Registered Users liability to CMO in the event of non-payment by this party.Registered Users are responsible for the costs incurred when ordering any prints from reprographics house or third-parties.Note if a client is using the Fax or SMS Reminder functionality, Fax and SMS will be billed at standard carrier rates from month to month. Depending upon volume, CMO may decide to bill certain clients annually, quarterly or monthly for the provision of SMS services.The addition of Users and Auditees may incur additional licensing costs, and CMO reserves the right to bill clients annually, quarterly or monthly for any increase in the number of Users or Auditees. If a Registered User is subject to a charge per Auditee, and if no audits are performed on an Auditee during the period of 1 year, the costs for such an Auditee may be waived by CMO.If clients require CMO COMPLIANCE to be customised for their needs, additional costs may apply. Note it is assumed that all intellectual property rights in customisations delivered will be owned by CMO unless specified otherwise. Please contact CMO for further information.If clients require additional support outside their Support Allowance (see 20 Support Allowance below), additional costs may be incurred as agreed between the parties.For more information on costs, please contact your Account Manager or CMO Handheld Software 16Links用户链接其他网站The Softwares may contain links to other Web Sites (Linked Sites) that are not under the control of CMO. CMO is not responsible for the contents of any Linked Site. CMO is not responsible for any form of transmission received from any Linked Site. CMO is providing these links to you merely as a convenience and the inclusion of any link does not imply endorsement by CMO of the Software or any association with its operators nor guarantee of the accuracy of content of such Linked Site.17Notification of Infringement of Rights通报侵权情况Users should notify CMO immediately of any breach of these Terms of Use or infringement of intellectual property rights as a result of material available on the Software. Users should notify by email to .18General Warranty and Disclaimer一般性保证和免责声明While CMO has made efforts to ensure the Software is free from errors, it is possible that the Software could contain errors, inaccuracies and omissions. It is also possible that, from time to time, the Software will be temporarily inaccessible. However, unless otherwise provided by Valid Agreement, CMO supplies the Software, Services, Links and Materials as is and makes no warranties of any kind implied or express except as required by law. To the maximum extent permitted by law, CMO excludes all liability for any loss or damage suffered in connection with the use of the Software. If any law prohibits the exclusion of such liability, CMO limits its liability, to the extent possible, to the re-supply of the service or the relevant information or paying for the service or relevant information to be re-supplied or repaired.19Software Maintenance软件维护From time to time, CMO may be required to undertake maintenance on the Software that may result in the loss of access to some or all areas and functionality of the Software. Although CMO will undertake to minimize as far as possible the inconvenience of any such down-time and, if possible, notify users by email ahead of time, the General Warranty and Disclaimer above applies equally to any losses or damage that may result regardless of whether such loss or damage may have been foreseeable.20Support Services技术支持服务CMO represents and undertakes that it will provide the following support services pursuant to the terms of this agreement:Support requests should be in the format of the Fault Report Form available at /support, as well as clearly identify the exact issue, so that the CMO Support team can attempt to replicate the error if required.21Support Allowance技术支持的费用Each Web Software Licence holder will be allocated an allowance of issues before additional charges are incurred for Support fees (see 14 Costs above).a)Each Web Software Licence will be given an allowance of 12 independent issues per year, irrespective of the time it takes the CMO Support team to resolve each issue.b)Issues are to be recorded with the CMO Support team as per the above clause.c)Integration with existing systems, custom report development and other customisation of the application for particular users is not included in the support allowance.22Error Correction Services对软件的纠错服务CMO shall use its reasonable endeavours to correct any defects or errors found in CMO COMPLIANCE on the following basis:(a)If a Registered User discovers that the latest release of the software (The “Current Release”) fails to function as documented, a Registered User shall then as soon as reasonably practicable notify CMO of such defect or error and shall provide CMO (so far as it is able) with details of the defect or error as follows:(i)if the defect or error arises during the Support Hours, a Registered User shall contact CMO to discuss the defect or error in question pursuant to this agreement.CMO may require a Registered User to complete and submit to CMOs relevant point of contact by electronic mail CMOs fault report form which shall contain sufficient information to describe the nature of the defect or error and its impact on a Registered Users operations to enable CMO to classify the defect or error which shall be classified into one of the three following priorities:(b) Forthwith upon such correction being completed, CMO shall deliver to a Registered User the corrected version of the object code of the Current Release. The Registered User shall evaluate the corrected version of the Current Release pursuant to Clause 5.6 in order to ascertain whether or not the defect or error has either been resolved to its reasonable satisfaction. The Registered User shall not unreasonably withhold or delay its agreement to any such reclassification.(c)CMO shall provide a Registered User with all such assistance including site visits (to be charged at CMOs tariff then current) as may be reasonably required by a Registered User to enable a Registered