The Agreement is made between Light Media Pty Ltd (ABN: 27 153 692 543) located at 14 Toorak Road, South Yarra VIC 3141 Australia and the Customer. The Customer being the company that is a merchant registered with the Shipster (auspost.com.au/shipster) platform.
Plugin, Module, Software, Application shall mean the Shipster codeset that constitutes the software program necessary for the integration between third party e-commerce applications, such as Magento and WordPress (Woocommerce), to the Shipster system via the API.
As an Open Source Plugin, Light Media was not the original developer of the Plugin. In partnership with Australia Post and Shipster, Light Media is providing the plugin ongoing development, support and installation as requested.
The Customer may purchase the Plugin ‘AS IS’ or purchase the Plugin and contract Light Media to perform the installation for an agreed fee. When this is the case, the Customer will facilitate the process by providing all necessary access required for Light Media to complete the work.
1.1. Subject to the terms and conditions of this agreement, Light Media hereby grants to the Customer a non-exclusive, non-transferable single license to the Software for the Customer’s use on their e-commerce website for an agreed fee.
2.1. The Term begins when the Customer purchases the Plugin ‘AS IS’ or contracts Light Media to provide installation services.
3.1. The Customer must not make copies of the software for any purposes. All copies and distribution of the software shall remain within the direct control of the Customer and its representatives.
3.2. In no way does this Software License confer any right to the Customer to license, sublicense, sell, distribute or otherwise authorize the use of the software, whether in executable form, source code or otherwise, by any third parties, except in connection with the use of the system as part of the Customer’s business with Shipster or otherwise expressly approved by Light Media.
3.3 All modifications made by the Customer to the Plugin ‘AS IS’ it is made at the Customer sole discretion and responsibility and must be notified to Light Media by email.
4.1. The Customer represents and warrants that it either owns or have permission to use the e-commerce platform where the Plugin will be installed.
4.2. The Customer may supply to Light Media or allow Light Media to use certain proprietary information, including service marks, logos, graphics, customer lists, documents and business information and plans that have been authored or pre-owned by the Customer. All such intellectual property shall remain the exclusive property of the Customer and shall not be used by Light Media for any purposes other than those associated with the installation of the Plugin.
4.3. It is the customer’s responsibility to generate and maintain backup files of its own data and maintain a reasonable staging (test) server.
5.1. Light Media represents and warrants to the Customer that:
5.1.1. it has all necessary rights and authority to execute and deliver this Software
License and perform its obligations hereunder and to grant the rights granted under this
Software License to the Customer;
5.1.2. the services provided by Light Media under this Software License, including the
installation and all intellectual property provided hereunder, are original to Light Media,
Australia Post and its subsidiaries.
5.1.3. the software will not infringe or otherwise violate the rights of any third party, or
violate any applicable law, rule or regulation.
5.2 The Software is provided “AS IS”, without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and non infringement. In no event shall the authors or copyright holders be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the software or the use or other dealings in the software.
5.3 As per clause 7.1 there is no Warranty that the plugin will work as ‘plug and play’ into the Customer’s website. Further customisations and adaptations may be necessary to the Plugin in order to work with the Customer’s current website setup.
6.1. Light Media hereby indemnifies and shall hold harmless the Customer, its parent, their subsidiaries and its affiliates, officers, directors, employees, agents and subcontractors from and against all liability, damages, loss, cost or expense, including but not limited to reasonable attorneys’ fees and expenses, arising out of or in connection with any breach or alleged breach of the Agreement or any third party claims that the software or system here provided by Light Media infringes or otherwise violates any rights of any such third party.
6.2. Customer hereby indemnifies and shall defend and hold harmless Light Media, its parent companies, subsidiaries, affiliates, officers, directors, employees, agents and subcontractors from and against all liability, damages, loss, cost or expense, including but not limited to reasonable attorneys’ fees and expenses, arising out of or in connection with any third party claims that Customer’s use of the software in contravention of the grant of rights infringes or otherwise violates any rights of any such third party.
7.1 Light Media is expressly not liable for any data loss or interruption of service caused by the Plugin installation into the Customer’s website. The Customer understands and accept that e-commerce open source platforms, such as Magento and WordPress, were developed to allow for customisations, changes and adaptations to suit specific customer’s requirements. Therefore, each of such website platform is unique and may generate incompatibility with the Plugin. Additionally, open source platforms may present their own ‘bugs’ or errors which may cause disruption of the website functionality. Due to the facts above, but not limited to them, Light Media is expressly not liable for any data loss or interruption of service caused by installation of the Plugin into the customer’s website.
7.2. The liability of the Company to the Client for any reason related to the performance of the Software under this agreement shall be limited to the amount paid or payable by the Customer in respect of this particular Software.
7.3. In all circumstances, the maximum liability of Light Media to the Client for damages for any and all causes whatsoever, and the Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net fee paid by the Customer for the licence and installation of the Software.
7.4. In no event, shall Light Media be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the Software provided by Light Media, even when Light Media has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
8.1. A party may deliver notices under the Agreement by postage, by hand or by e-mail transmission to another party at the address set out at the beginning of the Contract or such other address a party may notify in writing to the other.
9.1. The warranties, rights and remedies of the Client as outlined in the Commonwealth Trade Practices Act 1974 are not intended to be compromised as a result of anything contained in these terms and conditions, except to the degree permitted by the Act.
The laws of Australia shall govern this agreement. Any and all disputes arising from this Agreement shall be submitted to the competent court in the State of Victoria.
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