Raptor Services

Software Licence

This Agreement sets out the terms and conditions on which Raptor Developments Pty Ltd (Raptor) makes available its software products to you through this website. Before you may use the software you must read, agree with and accept all of the terms and conditions set out in this Agreement.

By taking the affirmative act of clicking on any acceptance button or placing a check mark in a box indicating your acceptance and by purchasing our software products, you are taken to have read, understood and accepted the terms of this Agreement. If you are not willing to be bound by the terms of this Agreement, you should not place a check mark in the acceptance box and you should not continue with your purchase transaction.

Raptor reserves the right to update and amend this Agreement from time to time by posting to this website the amended terms and conditions of this Agreement without prior notice to you. Any new features that augment or enhance the current software products, including the release of new tools, services and resources will be subject to this Agreement. If after such changes to this Agreement you continue to use Raptor’s software products, you will be considered by Raptor to have accepted the varied terms and conditions as part of this Agreement.

In this Agreement “you” refers to a user of our Raptor’s software products and where the context permits, a reference to “you” includes anyone acting on your behalf or with your express or implied authority.

1. Definitions

'Confidential information' means information that is by its nature confidential but does not include:

(a) information already known to the receiving party at the time of disclosure by the other party; or

(b) information in the public domain other than as a result of disclosure by a party in breach of its obligations of confidentiality under this Agreement;

'Help Manual' means the document which forms part of the Software and which contains technical information relating to the Software;

'Intellectual property rights' means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, business and domain names, inventions, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields, whether registrable or not;

'Licence' means the licence of Software granted pursuant to this Agreement;

'Licence fee' means the amount payable for the Software;

'Media' means the media on which the Software is recorded or printed;

'Moral right' means:

(a) a right of attribution of authorship; or

(b) a right not to have authorship falsely attributed; or

(c) a right of integrity of authorship; or

(d) a right of a similar nature;

which is conferred by statute, and which exists or comes to exist anywhere in the world in a deliverable form comprised within this Agreement;

'New release' means Software which has been provided primarily to implement an extension, alteration, improvement or additional functionality to the Software;

'Software' means any of the EZ Realty, EZ Autos and EZ Rider computer programs and the Help Manual;

'Update' means Software which has been produced primarily to overcome defects in the licensed Software.

‘Use of the Software’ means that the Software is either loaded in the temporary memory (that is, RAM) of a computer or installed on the permanent memory of a computer (that is, hard disk, CD ROM, etc).

Words importing the singular include the plural and vice versa and words importing one gender shall include all other genders. Headings are for ease of reference only and shall not affect the interpretation of this Agreement.

2. Duration

2.1 Subject to the terms of this Agreement, the licence for using the Software is effective upon payment of the licence fee and shall continue in perpetuity until terminated.

3. Help Manual

3.1 A copy of the Help Manual is available on this website.

3.2 Raptor warrants that the Help Manual will be adequate to enable you to operate the Software in the manner reasonably contemplated by the parties.

3.3 From time to time it may become necessary to make amendments to the Help Manual. Raptor will post the amended Help Manual to this website without prior notice to you.

3.4 You acknowledge Raptor's proprietary interest in the Help Manual. You will not copy the Help Manual except where necessary to enable proper use of the Software in the manner reasonably contemplated by the parties.

4. Licence fee

4.1 In consideration of the licence to use the Software, you will pay the licence fee to Raptor.

4.2 You are responsible for paying all licence fees associated with using the Software and all applicable taxes, levies or duties (including any goods and services or value added taxes, which will be added to amounts billed to you, if applicable).

4.3 Raptor reserves the right to change the licence fees for the Software at any time and from time to time.

5. Conditions of licence

5.1 Raptor warrants that it has the authority to grant the licence.

5.2 The licence will be non-transferable and non-exclusive to you in accordance with the terms and conditions of this Agreement. For the sake of clarity and without limiting the foregoing, the licence is non-transferable from the Internet domain at which the Software is installed.

5.3 If you want to transfer the Software licence from your web developer to you, Raptor may, in its sole discretion, transfer the Software licence to you upon:

(a) the provision of sufficient proof of your ownership of the Internet domain at which the Software is installed; and/or

(b) Raptor making its own independent enquiries in relation to your entitlement to have the Software licence transferred to you.

5.4 Raptor is not required to provide updates or new releases pursuant to this Agreement.  For the avoidance of doubt, the provision of updates or new releases is the subject of Raptor’s Customer Support Policy which is available on this website.

6. Installation

6.1 Raptor is not liable to install the Software or to provide any services or support in respect of installation of the Software under this Agreement. For the avoidance of doubt, the provision of any services or support in respect of installation of the Software is the subject of Raptor’s Customer Support Policy which is available on this website.

7. Acceptance

7.1 Upon installation of the Software, you will be responsible for ensuring that the Software is used in accordance with the specifications in the Help Manual.

7.2 If, during a period of 10 working days following the date of your purchase of the Software, the Software fails to perform substantially in accordance with the specifications in the Help Manual, it will be deemed not to be accepted by you.

7.3 If the Software is deemed not to be accepted pursuant to clause 7.2, Raptor will be given the opportunity to rectify the defect or replace the Software within a further period of 14 days.

7.4 If the Software fails to perform substantially in accordance with the specifications in the Help Manual during the 14-day period referred to in clause 7.3, you may, at your option, grant a further period during which satisfactory performance is to be achieved or alternatively terminate this Agreement.

7.5 The Software will be deemed accepted if it does not fail to substantially perform in accordance with the specifications in the Help Manual during any of the periods referred to in clauses 7.2, 7.3 and 7.4.

7.6 The Software will be deemed accepted by you if you fail to install the software within 7 days of the date of purchase of the Software.

8. Ownership

8.1 Raptor retains ownership of the Software whether in its original form or as modified by you during the term of the licence.

8.2 All intellectual property rights in the Software are retained by Raptor.

8.3 Nothing in this Agreement affects the ownership of moral rights in the Software.

9. Copies

9.1 Subject to the following sub-clauses of this clause, and without seeking to exclude or limit the application of sections 47B(3), 47C, 47D, 47E or 47F of the Copyright Act 1968 (Cth) you will not copy the Software, in whole or in part.

9.2 Use of the Software is limited to one copy of the Software on a single computer at a time.

9.3 You may install the software on a common storage device shared by multiple computers, provided that you have no more computers having access to the common storage device than the number of licensed copies of the Software.

9.4 You must have some mechanism which locks-out any concurrent users in excess of the number of licensed copies of the Software. (Additional licenses are needed for one copy of the Software stored on the common storage device accessed by multiple computers.)

9.5 You may take one copy of the Software in machine readable form solely for backup purposes. All copies of the Software and the media in which the copy is contained will be and remain the property of Raptor.

9.6 You must mark all copies of the Software and the media in which the copies are contained with a notice of:

(a) Raptor's ownership of the Software and the media;

(b) the confidentiality of the Software; and

(c) such other information as Raptor requires.

9.7 You must maintain records of all copies of the Software made by you and the place at which those copies are situated. You acknowledge and agree that you will furnish such records to Raptor upon reasonable notice.

9.8 You must notify Raptor immediately on becoming aware of any unauthorised use or copying of the whole or any part of the Software or of the Help Manual.

9.9 Immediately upon termination of this Agreement, you acknowledge and agree to deliver up to Raptor the Software (including all copies, authorised or otherwise), the media and the Help Manual, whether in their original form or as modified by you.

10. Modifications

10.1 You must not modify the whole or any part of the Software and/or the Help Manual or combine or incorporate the whole or any part of the Software in any other program or system without the prior written consent of Raptor.

10.2 If the Software and/or the Help Manual is modified in accordance with clause 10.1, the modifications will, unless Raptor directs otherwise, be made in accordance with a written proposal submitted by you to Raptor.

10.3 Subject to clause 10.1, you must not modify, adapt, translate, rent, lease, loan, transfer, publish, distribute, licence or sub-licence, re-sell for profit, give or disclose to any other party, or create derivative works based on the Software or any part thereof.

10.4 You acknowledge and agree to fully indemnify and hold harmless Raptor against any liability incurred if the modifications in accordance with clause 10.1 infringe the intellectual property rights of a third person.

10.5 Raptor reserves the right to modify or discontinue, either temporarily or indefinitely, the Software and/or the Help Manual (or any part thereof) at any time and from time to time with or without notice.

10.6 The Software and/or the Help Manual as modified either by you or by Raptor remains the property of Raptor.

10.7 This Agreement will continue to apply to the Software and/or the Help Manual as modified.

10.8 You must not modify, adapt or hack the Software or modify another application so as to falsely imply that it is associated with the Software, Raptor, or any other services provided by Raptor.

10.9 This clause 10 is subject to any right of modification arising pursuant to sections 47B(3), 47C, 47D, 47E or 47F of the Copyright Act 1968 (Cth).

11. Reverse engineering

11.1 Except as expressly permitted by sections 47B(3), 47C, 47D, 47E or 47F of the Copyright Act 1968 (Cth), you must not reverse engineer, reverse assemble, reverse compile the Software or any part of the Software or otherwise reduce the Software to any human perceivable form.

12. Security

12.1 You are responsible for protecting the Software and the Help Manual at all times from unauthorised access, use or damage.

13. Risk

13.1 Risk of loss or damage to the Software, the media and the Help Manual will pass to you upon downloading the Software from this website.

14. Warranties

14.1 Raptor, its related entities, affiliates and suppliers provide the Software and/or the Help Manual on an “as is” and “as available” basis and without any warranty or condition, express or implied.

14.2 To the extent permitted by law, Raptor, its related entities, affiliates and suppliers expressly disclaim any implied warranties unless Raptor is required to provide such warranties under applicable law.

14.3 Your use of the Software and/or the Help Manual is at your sole risk.

14.4 Raptor does not guarantee continuous, uninterrupted, error-free or secure access to the Software and operation of the Software may be interfered with by numerous factors outside the control of Raptor. To the extent that such factors are outside the control of Raptor, Raptor will not be liable.

14.5 The Software is encrypted and requires particular encryption support installed on your web hosting server to access and operate the Software. You acknowledge and agree that:

(a) the discontinuance of the necessary encryption support to you;

(b) the reconfiguration of the web hosting; or

(c) the failure to upgrade the necessary encryption support;

by your web hosting server is outside the control of Raptor and Raptor will not be liable for any such factors which may interfere with your access to or operation of the Software. For information about the specific encryption support that is required on your web hosting server please refer to the “System Requirements” available at the Software information pages on this website.

14.6 You acknowledge and agree that Raptor reserves the right to update or modify the encryption of the Software from time to time by posting to this website the updated or modified “System Requirements” without prior notice to you.

14.7 Raptor does not warrant that:

(a) the Software will meet your specific requirements;

(b) the results that may be obtained from the use of the Software will be accurate or reliable;

(c) the quality of any services, information, or other material purchased or obtained by you through the Software will meet your expectations; and

(d) any errors in the Software will be corrected.

14.8 You understand and agree that Raptor will not be liable for any loss or damage (including negligence) whether direct, indirect, incidental, actual, special or consequential damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, however arising out of or in connection with:

(a) the use or the inability to use the Software;

(b) the cost of procurement of substitute services resulting from any data, information or services purchased or obtained or messages received or transactions entered into through or from the Software;

(c) unauthorised access to or alteration of your transmissions or data;

(d) the actions of any third party relating to the Software; or

(e) any other matter relating to the Software.

15. Indemnity and liability

15.1 You acknowledge and agree that to the extent permitted by law, Raptor, Raptor’s affiliates, Raptor’s related entities or Raptor’s suppliers expressly disclaim all liability for any loss or damage (including negligence) whether direct, indirect, incidental, actual, special or consequential damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, however arising out of or in connection with your use of the Software or this Agreement.

15.2 You acknowledge and agree to accept sole responsibility for the legality of your actions under the laws which apply to you.

15.3 You acknowledge and agree that Raptor and all of Raptor’s affiliates and related entities have no responsibility for the legality of your actions or the actions of other users of the Software.

15.4 To the extent permitted by law, and subject to any contrary requirements arising under any applicable law, Raptor’s liability and the liability of Raptor’s related bodies corporate, affiliates or suppliers, to you or any third party in any circumstances is limited to the greater of:

(a) the amount of the licence fee paid to Raptor for the Software which caused the loss or damage; or

(b) AUD$5.

15.5 To the extent permitted by law that Raptor is able to limit the remedies available under this Agreement, Raptor expressly limits its liability for breach of a condition or warranty implied by virtue of any legislation to the following remedies (the choice of which is to be at Raptor’s sole discretion):

(a) if the breach relates to goods:

(i) the replacement of the goods or the supply of equivalent goods;

(ii) the repair of such goods;

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

(iv) the payment of the cost of having the goods repaired; and

(b) if the breach relates to services:

(i) the supplying of the services again; or

(ii) the payment of the cost of having the services supplied again.

15.6 For the sake of clarity, clause 15.5 will only apply in circumstances where Raptor is in breach of a condition or warranty implied by virtue of any legislation. In all circumstances, clause 15.4 will apply.

15.7 You agree to indemnify and hold Raptor and (as applicable) Raptor’s related entities, affiliates, and Raptor’s and their respective officers, agents, and employees, harmless from and against any and all actions, liabilities, losses, claims, demands, proceedings, losses and damages (actual, special and consequential) of every kind and nature (including negligence), known and unknown, suspected and unsuspected, disclosed and undisclosed, including reasonable legal fees:

(a) made by any third party due to or arising out of your breach of this Agreement or your violation of any applicable law or the rights of a third party;

(b) suffered or incurred by Raptor due to or arising from, or which is directly or indirectly related to:

(i) your breach or non-observance of any term or condition of this Agreement; or

(ii) any inaccuracy in any of your representations.

16. Termination

16.1 For the purpose of this Agreement, the following are terminating events:

(a) the breach or threatened breach by either party of any of its material obligations under this Agreement;

(b) the appointment of any type of insolvency administrator in respect of the property or affairs of either party;

(c) the entry or proposed entry by either party into any scheme, composition or arrangement with any of its creditors;

(d) the permanent discontinuance of use of the Software by you;

(e) the merger with or the takeover of either party by another person;

(f) any event described in this Agreement as a terminating event; or

(g) the purchase of the Software by you pursuant to another agreement between the parties.

16.2 The licence may be terminated immediately on the happening of a terminating event at the option of the affected party.

16.3 If the terminating event is one specified in clause 16.1(a)-(g), the affected party shall give to the other party notice of the happening of that event and require the breach to be remedied or a written undertaking to be given that the breach will not occur, as the case may be. If the breach is not remedied or the undertaking not given (as the case may be) within 14 days the affected party may agree to waive its rights under this clause if satisfied that the happening of the terminating event has not in any way prejudiced its position under this Agreement.

16.4 Neither party will be liable for the consequences of an occurrence of any event beyond its reasonable control.

16.5 Immediately after a terminating event specified in clause 16.1(a)-(g) occurs, and the subject of that terminating event is you, you must immediately on termination return to Raptor the Software and all copies of the Software, all revisions, enhancements and upgrades of the Software, the media and the Help Manual. Alternatively, if Raptor requests, you will destroy the Software and/or the Help Manual, copies, revisions, enhancements and up-grades by erasing them from the media and shall certify in writing to Raptor that they have been destroyed.

16.6 Any termination of the licence will not affect any accrued rights or liabilities of either party, nor will it affect any provision of this Agreement which is expressly or by implication intended to continue in force after such termination.

17. Confidentiality

17.1 A party will not, without the prior written approval of the other party, disclose the other party's confidential information.

17.2 A party will not be in breach of clause 17.1 in circumstances where it is legally compelled to disclose the other party's confidential information.

17.3 Each party will take all reasonable steps to ensure that its officers, employees and agents, and any sub-contractors engaged for the purposes of this Agreement, do not make public or disclose the other party's confidential information.

17.4 Notwithstanding any other provision of this clause, a party may disclose the terms of this Agreement (other than confidential information of a technical nature) to its related companies, solicitors, auditors, insurers and accountants.

17.5 This clause will survive the termination of this Agreement.

18. Entire Agreement

18.1 This Agreement constitutes the entire agreement between you and Raptor with respect to its subject matter and governs your use of the Software, superseding any prior agreements, arrangements and undertakings between you and Raptor (including, but not limited to, any prior versions of the Software).

19. Assignment

19.1 You acknowledge and agree that you will not assign, whether in whole or part, the benefit of this Agreement or any rights or obligations hereunder, without the prior written consent of Raptor.

19.2 This Agreement may be assigned by Raptor to a third party without your consent in the event of a sale or other transfer of some or all of the assets of Raptor. In the event of any sale or transfer you will remain bound by this Agreement.

20. Law

20.1 This Agreement will be governed by and construed in accordance with the laws for the time being in force in the State of Queensland, Australia and the parties agree to submit to the jurisdiction of the courts and tribunals of that State.

21. Waiver

21.1 No forbearance, delay or indulgence by a party in enforcing the provisions of this Agreement will prejudice or restrict the rights of that party, nor will any waiver of those rights operate as a waiver of any subsequent breach.

22. Variation

22.1 No variation of this Agreement will be effective unless in writing and signed by both parties.

23. Severability

23.1 Should any part of this Agreement be or become invalid or unenforceable, that part may be severed from this Agreement. Such invalidity or unenforceability will not affect the validity or enforceability of the remaining provisions of the Agreement.

24. Dispute resolution

24.1 Any dispute or difference arising in connection with this Agreement will be submitted to arbitration in accordance with, and subject to, the Rules for the Conduct of Commercial Arbitrations of the Institute of Arbitrators and Mediators, Australia. During such arbitration, both parties may be represented by a duly qualified legal practitioner.