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Evaluation License Agreement

Last modified: 25th April 2023 (archived versions)

License Terms

The Licensed Materials covered by this License Agreement are CSIRO’s Macrokey software and its related documentation and materials, provided as a mobile application, a Web SDK, and hosted on-line services (collectively referred to as “Macrokey”) which are accessible by Licensee.

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE USING OR ACCESSING, DOWNLOADING OR INSTALLING THE MACROKEY SOFTWARE AND ASSOCIATED SERVICES SUPPLIED BY CSIRO.

BY SIGNIFYING YOUR ACCEPTANCE OF THESE TERMS, OR BY USING OR ACCESSING, DOWNLOADING OR INSTALLING THE MACROKEY SOFTWARE AND ASSOCIATED SERVICES, YOU ARE CONSENTING TO BE BOUND BY THIS LICENSE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE, THEN DO NOT SUBSCRIBE TO, USE OR ACCESS, DOWNLOAD OR INSTALL THE MACROKEY SOFTWARE AND ASSOCIATED SERVICES.

This License Agreement is entered into between:

Commonwealth Scientific and Industrial Research Organisation (ABN 41 687 119 230), a body corporate established under the Science and Industry Research Act 1949 (Commonwealth), acting through its Data61 business located at the Australian Technology Park, Level 5, 13 Garden Street, Eveleigh, NSW 2015, Australia (“CSIRO”, herein referred to as “Licensor”)

and

The “Licensee” or “You”.

Access to Macrokey is by way of license to the Licensee for use upon the terms of this license, and Licensor reserves any rights not expressly granted to Licensee. The following terms govern use of Macrokey by the Licensee.

  1. Licensor hereby grants the Licensee a non-exclusive, non-sub-licenseable, royalty-free license to use Macrokey to evaluate Macrokey in accordance with the terms and conditions of this Agreement.

  2. TERM: The License commences on the date when you accept terms of this Agreement and ends in accordance with clause 18.

  3. Licensee agrees that Licensor may not provide any future updates or modifications to Macrokey.

  4. Licensee agrees that it will not exercise any other access to or acquire any intellectual property rights in Macrokey and that, as between Licensor and Licensee, all intellectual property rights in Macrokey are solely owned by Licensor. Without limiting that obligation, Licensee shall not:

    A. translate, modify, reverse engineer, decompile, decrypt, disassemble (except to the extent applicable laws specifically prohibit such restriction), or create derivative works based on Macrokey;

    B. rent, lease, transfer, assign, sub-license or otherwise transfer rights to Macrokey unless expressly permitted under this Agreement;

    C. sell or market Macrokey to any third party;

    D. use Macrokey for any unlawful purpose including but not limited to transmitting or communicating data that is harmful, disparaging, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

    E. make any uses or disclosures using Macrokey which is contrary to law or anyone’s rights. This obligation includes an obligation not to allow any uses or disclosures of Macrokey to be made available which may result in an infringement of any person’s intellectual property rights; or

    F. remove any proprietary notices or labels on Macrokey.

  5. Title, ownership rights, and intellectual property rights in and to Macrokey and any derived works shall remain solely with Licensor.

  6. Licensor may collect personal information through your use of Macrokey. Your personal information is protected by the Privacy Act 1988 (Cth) (the Privacy Act) and Licensor will handle your personal information in accordance with this Act. The information collected may include the information you already provided as part of Licensor facilitating your access to Macrokey such as your email address and workplace name, and other information Licensor may learn based on the use of Licensor’s services, such as your feedback regarding your use of Licensor’s services. Such information will be used to operate Macrokey and may be disclosed to third parties. No information collected via Macrokey itself will be collected by CSIRO as all information will be stored locally on your device. Any information you choose to provide to a third-party website via your use of Macrokey, is covered by the terms & conditions and privacy policies of those third-party platforms, and not Licensor’s. Licensor’s role is to develop Macrokey and to test its technical functioning only. Licensor’s privacy policy available at http://www.csiro.au/en/About/Access-to-information/Privacy outlines how the Licensor handles personal information, including details about how an individual can seek access or correction of their personal information. The Privacy Policy also contains information on how an individual can lodge a complaint about a breach and how CSIRO will deal with the complaint. For further information please contact privacy@csiro.au.

  7. Each party must protect Confidential Information using the same degree of care that it exercises with respect to its own information of like importance but in no event less than reasonable care, and may use it only for the purposes of evaluating Macrokey or the explicit purpose for which it was disclosed. Confidential Information may be disclosed only to employees or contractors obligated to the receiving party under similar confidentiality restrictions to those contained in this Agreement and only for the purposes described above. The obligations under this clause survive termination of this Agreement. “Confidential Information” means:

    A. feedback received by Licensor from Licensee (which shall be Licensor’s Confidential Information); or

    B. any information disclosed by one party to the other party under this Agreement which is either: (i) marked as confidential and proprietary at the time of disclosure; or (ii) if unmarked, treated as confidential or proprietary by both parties at the time of disclosure and confirmed in writing as confidential or proprietary within thirty (30) days of disclosure.

  8. The obligations set out in clause 7 do not apply to information which:

    A. is already in the public domain;

    B. becomes available to the public by any means other than a breach of any obligation of confidentiality;

    C. is received by the receiving party from an independent third party who is lawfully in possession and has the power to disclose the information;

    D. is required to be disclosed by law or as required by a Government Agency and, in the case of the Licensor, as required by its Government Minister or a House or Committee of Parliament.

  9. The content of any data or communication spread by the use of Macrokey is entirely the responsibility of the person from whom such content originated. The veracity or efficacy of results obtained or outcomes generated by the Licensee’s use of Macrokey are not warranted by the Licensor. Licensee hereby agrees that Licensee uses Macrokey (and any results or outcomes obtained from the use of Macrokey) at Licensee’s own risk.

  10. Macrokey may include links to websites other than Licensor’s or to content other than content developed by Licensor. Licensee accepts that Licensor may cease making parts of Macrokey available where that is appropriate in Licensor’s reasonable commercial judgment.

  11. You acknowledge and accept that Macrokey may consist of pre-release code (still under development) and may not be at the level of performance or compatibility of a final, generally available product offering. Macrokey may not operate correctly and should not be relied upon for critical operations. Licensee agrees that they will not rely on Macrokey or its availability and that any reliance made will be based on independent assessments with the aid of qualified independent advice where appropriate.

  12. Licensor does not guarantee that any access to Macrokey will be uninterrupted or error free. Access may be affected by our network or equipment capacity, connection availability, scheduled or unscheduled downtime for maintenance purposes or interruptions that generally affect the Internet. If interruptions or errors occur due to circumstances within our control, Licensor will try to resolve them in a timely way to restore your access.

  13. To the extent permitted by law, Macrokey is provided on an “AS IS” basis without warranty of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose and non-infringement. The entire risk as to the quality and performance of Macrokey is borne by Licensee. Should Macrokey prove defective, Licensee assumes the entire cost of any service and repair. This disclaimer of warranty constitutes an essential part of this Agreement.

  14. Except to the extent required by applicable law, Licensor shall not be under any liability (whether for breach of contract, breach of warranty or in tort, including negligence, whether arising under statute or common law) to Licensee in respect of any loss or damage (including any direct, indirect, special, incidental or consequential loss or damage) howsoever caused, arising as a result of this Agreement. In no event shall Licensor’s total liability to Licensee for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty Australian dollars (AU$50.00).

  15. Licensee will at all times indemnify Licensor, its officers, employees, representatives, subcontractors and agents (in this clause referred to as ‘those indemnified’) from and against any loss (including legal costs and expenses on a solicitor/own client basis), or liability, reasonably incurred or suffered by any of those indemnified arising from any claim, suit, demand, action or proceeding by any person against any of those indemnified arising from Licensee’s use of Macrokey.

  16. Licensee agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of Macrokey in the same form and manner that such copyright and other proprietary notices are included on Macrokey including any copyright and other notices required under any Third Party Licenses. Except as expressly authorized in this Agreement, Licensee shall not make any copies or duplicates or Macrokey without the prior written permission of Licensor. Licensee agrees that Licensor may request from time to time that the Licensee provide feedback to the Licensor on Macrokey, including suggestions for enhancements or improvements. Licensee hereby assigns to Licensor all right, title and interest to such enhancements or improvements and all intellectual property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, or other intellectual property rights in the feedback provided by Licensee. Licensee consents to any use by Licensor of those intellectual property rights which might otherwise constitute a breach of Licensee’s moral rights.

  17. The Licensee must not use CSIRO’s name (including Data61) or any of its trade marks in a manner that suggest that CSIRO endorses or is associated with your business, products or services. In no case may you use any of CSIRO’s logos without first receiving CSIRO’s prior written consent.

  18. This license will terminate automatically if Licensee breaches this Agreement. Licensor may terminate this license at any time upon written notice to the Licensee. Licensee agrees that Licensor reserves the right to update and change the terms of this Agreement from time to time without any notice. Continued use of Macrokey after any such changes shall constitute Licensee’s consent to such changes. The most current version of the terms and conditions of this Agreement can be found at: https://www.macrokey.io/terms/

  19. Licensee may not assign or novate this Agreement at any time. Licensor may novate or assign this Agreement at any time to a third party without restriction and Licensee hereby consents to any such novation or assignment and agrees to execute such documents as Licensor may reasonably require to effect that novation or assignment (at Licensor’s cost) and, in the event of Licensee’s refusal or inability to execute such documents, Licensee hereby grants to License the Licensor’s power of attorney to execute such documents on Licensee’s behalf.

  20. This Agreement is subject to the Privacy Act 1988 (Cth) and the laws of New South Wales, Australia.

  21. This Agreement and the Collaborative Research Agreement represents the complete agreement concerning the license of Macrokey between the parties and supersedes all prior agreements and representations between them. For clarity, if there are terms in this Agreement that conflict with the terms of the Collaborative Research Agreement, the terms of this Agreement shall prevail to the extent of such inconsistency. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

THE PERSON ACCEPTING THESE TERMS AGREES TO THE COLLECTION, USE AND DISLCOSURE OF THEIR PERSONAL INFORMATION IN THE WAYS DESCRIBED IN THE ABOVE LICENCE AGREEMENT.

THE PERSON ACCEPTING THESE TERMS ACKNOWLEDGES THAT ALL PERSONAL INFORMATION HE/SHE CHOOSES TO PROVIDE VIA MACROKEY TO A THIRD-PARTY WEBSITE, IS GOVERNED BY THE TERMS & CONDITIONS AND PRIVACY POLICIES OF THOSE THIRD-PARTY PLATFORMS, AND NOT SUBJECT TO LICENSOR’S.