1. Defined terms
In these Terms:
Database Software means the “Interbase” software provided by Embarcadero Technologies Europe Limited (“Embarcadero”) that is used in connection with Products.
Fees means the amounts payable by Sublicensee to Medtech in consideration for the grant of a sublicense to use the Database Software in accordance with these Terms, as notified in writing by Medtech to Sublicensee from time to time.
Master Terms means the license terms and conditions, available on the Medtech website, which govern the grant of a license to use Medtech’s proprietary Products (as defined in the Master Terms).
Sublicensee means the user of the Database Software under sublicense granted by Medtech.
- Pursuant to clause 14 of the Master Terms, Medtech hereby grants to Sublicensee a sublicence to use the Database Software in accordance with these Terms and the Master Terms, solely in connection with Sublicensee’s use of the relevant Products.
- Sublicensee acknowledges and agrees that in the process of providing access to Database Software and complying with its obligations to Embarcadero, Medtech may disclose Sublicensee’s name, address and other material information to Embarcadero.
- Sublicensee acknowledges that it does not acquire any rights, including intellectual property rights, in the Database Software other than the right to use such software subject to these Terms.
- Sublicensee agrees that Embarcadero has and will keep title, copyright, trademarks and all other proprietary rights in the Database Software.
Sublicensee will not further delegate, sub-contract or assign the use of the Database Software, and any attempted assignment, delegation, sublicence or transfer by Sublicensee of the Database Software voids and terminates this sublicense automatically.
- Sublicensee acknowledges that Medtech:
- does not warrant that the Database Software is error-free, that it will operate error free, or that any errors will be corrected; and
- has no liability for any decrease in functionality of Sublicensee’s technology systems as a result of any integration of the Database Software.
- To the maximum extent permitted by applicable law, Medtech disclaims and excludes all warranties or conditions undertakings or other terms to Sublicensee or any third party, express or implied, (whether by statute, common law, collaterally or otherwise) related to the Database Software or any services Medtech may provide, including without limitation as to satisfactory quality, or fitness for a particular purpose.
- The Database Software is not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, and life support or weapon systems. Without limiting the generality of the foregoing, Medtech specifically disclaims any express or implied warranty of fitness for such purposes.
6. Liability and indemnity
- Sublicensee acknowledges that neither Medtech nor Embarcadero will have any liability to Sublicensee for direct or indirect, incidental, special or consequential damages for any reason.
- Sublicensee will indemnify and hold harmless Medtech and Embarcadero from and against any loss, cost, damage or expense arising out of any claim, demand, action, proceeding or judgment in connection with Sublicensee’s breach of these Terms.
Medtech may terminate this sublicence immediately upon written notice to Sublicensee at any time.
8. Invoicing and payment
In consideration for Medtech granting a sublicence to Sublicensee to use the Database Software, Sublicensee will pay the Fees.
- Failure by Medtech to enforce any of the terms and conditions contained in this sublicense will not be deemed to be a waiver of any of the rights or obligations Medtech has under this sublicense.
- If any provision of this sublicense is declared invalid, void, illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or
- This sublicense shall be governed by and construed in accordance with Australia law.