This End User License Agreement ("Agreement") is a binding agreement between you ("End User", "Licensee", "you" or "your") and Techtronic Industries Australia Pty Ltd, trading as Milwaukee Tool (Australia) ("Company", "we" or "our"). This Agreement governs your use of the Heated Gear Software, on whatever platform and in whatever form, including, without limitation, all related documentation, collectively the "Software". The Software is licensed, not sold, to you.
By using the Software, you:
(a) acknowledge that you have read and understand this Agreement;
(b) represent that you are 18 years of age or older/of legal age to enter into a binding agreement; and
(c) accept this Agreement and agree that you are legally bound by its terms.
If you do not agree to these terms, do not use the Software.
1. License Grant. Subject to the terms of this Agreement, the Company grants you a limited, non-exclusive and nontransferable license to download, install and use the Software solely for the purpose of altering the performance of your MILWAUKEE brand heated gear ("Heated Gear") that is compatible with the Software, strictly in accordance with the Software's documentation.
2. License Restrictions. You, as Licensee, must not:
(a) copy the Software, except as expressly permitted by this license;
(b) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Software;
(c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
(d) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Software, including any copy thereof;
(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software or any features or functionality of the Software to any third party for any reason, including by making the Software available on a network where it is capable of being accessed by more than one device at any time; or
(f) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Software.
3. Reservation of Rights. You acknowledge and agree that:
(a) The Software is provided under license, and not sold, to you.
(b) You do not acquire any ownership interest in the Software under this Agreement or any other rights thereto other than the right to use the Software in accordance with the license granted, and subject to all terms, conditions and restrictions under this Agreement.
(c) The Company and its licensors and service providers reserve and shall retain their entire right, title and interest in and to the Software, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
4. Collection and Use of Your Information. You acknowledge that:
(a) When you download, install or use the Software, the Company may use automatic means to collect usage information and personal information generated through or stored by the Software (collectively, "PI").
(b) All PI we collect through or in connection with this Software will be handled in accordance with the Australian Privacy Act 1988 (Cth) and our Privacy Policy, which can be accessed at the link provided below.
(c) The Company may disclose your PI to third parties, including, but not limited to, agents, contractors, service providers, suppliers and related entities. Some of these third parties are located outside Australia. By downloading, installing or using the Software, or providing your PI to or through the Software, you consent to the disclosure of your PI to entities outside Australia and to all actions taken by us with respect to your PI in compliance with the Australian Privacy Act 1988 (Cth) and our Privacy Policy.
(d) For further information, please see the Company's Privacy Policy, which can be viewed at www.milwaukeetool.com.au/privacy-policy.html.
(e) The Company will use and handle PI as set out in our Privacy Policy. In addition to any use that may be outlined in the Company's Privacy Policy, the Company may, unless otherwise advised by an End User, use the PI for promotional, marketing, publicity, research, survey and profiling purposes, including sending electronic messages to or telephoning the End User.
(f) The Company's Privacy Policy also contains information about how the End User may opt out of any communication; access, update or correct an End User's PI; make a complaint about a privacy breach or concern; and how those complaints will be dealt with.
5. Content and Services. The Software may provide you with access to the Company's website located at www.milwaukeetools.com.au (the "Website") and products and services accessible thereon, and certain features, functionality and content accessible on or through the Software may be hosted on the Website or in the cloud (collectively, "Content and Services").
Your access to and use of such Content and Services are governed by the Website's Terms of Use and Privacy Policy located on the Website, which are incorporated herein by this reference.
Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms of Use and Privacy Policy and/or to register with the Website. Your failure to do so may restrict you from accessing or using certain of the Software's features and functionality. Any violation of such Terms of Use will also be deemed a violation of this Agreement.
6. Updates. The Company may from time to time, in its sole discretion, develop and provide Software updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, "Updates").
Updates may also modify or delete in their entirety certain features and functionality. You agree that the Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.
The Software may automatically download and install all available Updates, or you may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that the Software or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Software and be subject to all terms and conditions of this Agreement.
7. Term and Termination.
(a) The term of this Agreement commences when you install the Software and will continue in effect until terminated by you or the Company as set forth in this Section 7.
(b) You may terminate this Agreement by deleting the Software and all copies thereof from your device or devices.
(c) The Company may terminate this Agreement at any time without notice if it ceases to support the Software, which the Company may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without notice if you violate any of the terms and conditions of this Agreement.
(d) Upon termination:
(i) all rights granted to you under this Agreement will also terminate; and
(ii) you must cease all use of the Software and delete all copies of the Software.
(e) Termination will not limit any of your or the Company's rights or remedies at law or in equity.
8. Export Regulation. You shall not, if applicable, directly or indirectly export, re-export or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation.
You shall, if applicable, comply with all applicable federal laws, regulations and rules, and complete all required undertakings, including obtaining any necessary export license or other governmental approval, prior to exporting, re-exporting, releasing or otherwise making the Software available outside Australia.
9. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve, as closely as possible, the effect of the original term, and all other provisions of this Agreement will continue in full force and effect.
10. Governing Law. This Agreement is governed by and construed in accordance with the laws of Victoria. Any legal suit, action or proceeding arising out of or related to this Agreement or the Software shall be instituted non-exclusively in the courts of Victoria.
11. Entire Agreement. This Agreement constitutes the entire agreement between you and the Company with respect to the Software and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Software.
12. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall take priority and apply.