Thank you for taking the time to review our License Agreement. This License Agreement is important, please read it carefully before purchasing our products and keep a copy of it for your records. By purchasing any product from PM Pathway you are accepting this agreement in its entirety, and are bound by the terms herein. If you do not agree to this Agreement you must not purchase any products from PM Pathway and must not use any of our free sample products.
- Interpretation and Definitions
In this Agreement, unless the context requires otherwise, the following definitions shall apply:
- “Licensed Product” means each and any of PM Pathway’s templates, guidelines, procedures, examples or other products downloaded from PM Pathway’s website, or otherwise obtained, including any updates or revisions thereto;
- “New Work” means any material part of a Resultant Product that is not part of a Licensed Product;
- “Permitted User” means an individual who you allow to, or may otherwise, use and modify (as permitted herein) the Licensed Product;
- “Receipt” means the receipt generated during the process of purchasing the Licensed Product, or otherwise provided by PM Pathway, indicating the particular Licensed Product(s) and the number of User Licenses purchased;
- “Resultant Product” means any altered, amended or otherwise changed version of a Licensed Product;
- “User Licence” means the rights and obligations associated with, and allowing, one Permitted User to use the Licensed Product, as described herein; and
- “you” means you personally (if products are purchased from PM Pathway in the name of an individual) or the company that you represent (if products are purchased from PM Pathway in the name of a company).
In this Agreement, unless the contrary intention appears:
- where an expression is defined, any other part of speech or grammatical form of that expression has a corresponding meaning;
- words in the singular include the plural and vice-versa;
- a reference to any party includes that party’s executors, administrators, substitutes, successors and permitted assigns; and
- an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any governmental department or agency.
In consideration of full payment for the Licensed Product, PM Pathway grants you a non-exclusive, non-transferable right and licence for one Permitted User to use the Licensed Product per User Licence purchased (the number of User Licences purchased is shown on your Receipt generated at the time of purchase).
You are responsible for ensuring that you purchase and maintain sufficient User Licences for each Licensed Product such that you own one User Licence per Permitted User (i.e. the number of User Licences required is not related to the number of Permitted Users that are using the Licensed Product concurrently but the number of potential users). You agree to promptly purchase any additional User Licences that may be required to satisfy this requirement. You must maintain accurate and complete records of the number and location of the copies of the Licensed Products and the name and location of the Permitted Users. Such records must be provided to PM Pathway immediately upon request, along with permission to access any locations and information that may be reasonably necessary to verify compliance with this Agreement.
You agree not to use any PM Pathway template, guideline, procedure, example or other product (howsoever obtained and including free trials/samples) unless you receive and retain a Receipt as proof of your purchase of such product. You are responsible for the secure storage of your purchases.
Where a free or trial product is made available to you it is deemed that, subject to other provisions of this Agreement, you automatically have one licence to use that product. However, if you have purchased other products from PM Pathway you will be deemed to have the number of licences of the free or trial product that is equal to the highest number of licences purchased for any products purchased from PM Pathway.
PM Pathway may offer updates to you, either for a fee or for free, at its discretion. In accepting any update you must abide by any additional or changed terms and conditions that may be provided with the update, or is otherwise published on PM Pathway’s website.
- Your Obligations
You are responsible for monitoring and controlling the use of the Licensed Products in accordance with this Agreement. You agree not to, and ensure that others do not:
- In any way sell, lease, hire or otherwise transmit the Licensed Products to any third party, whether for commercial gain or not; or
- Change the Licensed Products, except in the manner allowed herein.
Where you alter, amend or otherwise change a Licensed Product you must not, in any way, represent the Resultant Product as the work of PM Pathway. Whilst you are permitted to alter, amend or otherwise change the Licensed Product, the obligations contained in this Agreement also apply to the Resultant Product (including but not limited to the restriction on distribution and the requirement to purchase and maintain sufficient User Licences for the number of Permitted Users). However, you are not restricted in any way in relation to any New Work (in isolation of the Licensed Product or Resultant Product) that you generate in relation to your alteration, amendment or other change. You give PM Pathway permission to use your company name and/or logo in full and part representations of our customer list, including on our website.
- Intellectual Property
The Licensed Products, in whole and in part, and all copies of them contain the intellectual property of PM Pathway. This Agreement in no way transfers ownership of, or rights to (except as specifically described herein), such intellectual property to you and such intellectual property remains the exclusive property of PM Pathway. You must notify PM Pathway as soon as you become aware of any suspected, threatened or actual infringement of any intellectual property rights or breach of confidentiality, and do all things reasonably necessary to prevent any infringement or breach.
This Agreement, and all information provided to you by PM Pathway, is considered confidential and you agree not to disclose it to any third party without PM Pathway’s prior written permission. This provision does not apply to information that is publically available from PM Pathway’s website or its other published sources.
- Force Majeure
Neither party shall be liable to the other party in any event where the performance of any of its obligations under this Agreement (other than on obligation to pay money) is delayed, prevented or impaired due to any circumstances outside of its control.
- Warranty and Liability
You acknowledge that you have read this Agreement and made all necessary and independent inquiries in relation to all matters relevant to entering into this Agreement. Your entry into this Agreement is based solely on your own investigations and determinations and it does not rely on any representation, warranty, condition or other conduct which may have been made by PM Pathway or any person purporting to act on behalf of PM Pathway.
PM Pathway is not aware of your specific circumstances and in no way warrants that the Licensed Products are error free, free from viruses, or suitable for your purposes. PM Pathway excludes, to the fullest extent permitted by law, any warranty, express or implied, statutory or otherwise in relation to the correctness, completeness, usefulness or any other aspect of the Licensed Product.
Where PM Pathway is found to be in breach of any warranty PM Pathway may remedy the breach by either, at PM Pathway’s sole option, replacing the Licensed Product, repairing the Licensed Product, or refunding the cost paid by you to PM Pathway for the supply of the relevant Licensed Product.
Notwithstanding anything to the contrary, PM Pathway shall not be liable to you, or to any Permitted User, for any loss or damage, whether such loss or damage is direct, consequential or indirect (including but not limited to any loss of information, profit, revenue or opportunity, or business interruption loss or other pecuniary loss) in any way related to the supply or use of, or inability to use, the Licensed Product, whether such loss is reasonably foreseeable or not and you agree to indemnify, and keep indemnified, PM Pathway against all such losses and damages. In any jurisdiction where consequential damages cannot be waived by law, or where the above is found to be ineffectual, the maximum limit of liability of PM Pathway to you is the amount paid by you to PM Pathway for the supply of Licensed Products.
PM Pathway may, at its discretion and without incurring liability and without prejudice to any rights and remedies it may have under this Agreement, terminate this Agreement immediately by providing notice to you at your last communicated point of contact where PM Pathway reasonably considers you to be in breach of any obligation of this Agreement. Upon receipt of such termination notice you agree to promptly delete, or otherwise destroy or return to PM Pathway all copies of all Licensed Products or Resultant Products. You may retain any New Work.
This Contract may only be varied by written agreement between the parties, formally documented and executed by both parties.
If any part of this Agreement is, or becomes, void or unenforceable, that part is, or will be, severed from this Agreement so that all other parts remain in full force and effect and are unaffected by that severance.
If PM Pathway does not exercise, or delays in exercising, any power or right under this Agreement, this does not operate as a waiver of that power or right and does not preclude that power or right being exercised at a later date or on subsequent occasions.
You may not assign, transfer or otherwise dispose of any right or obligation under this Agreement. PM Pathway may, without prior notice, assign its rights and obligations under this Agreement to any person.
Any notice or other communication in relation to this Agreement must be in writing in the English language and be delivered by hand, prepaid mail, facsimile or e-mail to the last notified point of contact of the addressee and is deemed to have been received by the addressee within 48 hours of posting, or immediately if delivered by hand, facsimile or e-mail.
- Entire Agreement
This Agreement constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior agreements, quotations, understandings, representations, warranties, promises, statements, negotiations, letters and documents in respect of its subject matter (if any) made or given prior to the date of this Agreement, whether oral or written, express or implied.
- Applicable Law
This agreement is governed by the laws in force in the state of Western Australia. The parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in the state of Western Australia and all courts authorised to hear appeals from those courts.