Builder Software Licence

Limited Non-Exclusive Builder Licence

Warning

Permission to use any software, source code, object code, and/or any other material (the products) provided by CodeBots is conditional upon you (the licensee) agreeing to the terms set out below. The products are only offered to you on condition that you read and accept all the terms of this licence and wish to become a licensee of the products. Acceptance will bind you and all of your employees, contractors, agents, and servants to the terms of the licence. By clicking “I agree that my use of the CodeBots platform is subject to my acceptance and consent of the CodeBots privacy policy and software licence”, you will be deemed to have accepted the following terms. If you do not wish to accept the terms, you must not click “I agree that my use of the CodeBots platform is subject to my acceptance and consent of the CodeBots privacy policy and software licence” and you may not access, download, or use the products.

Licence

  1. Pursuant to this licence, the licensee acquires a non-exclusive right to use the products to explore, create, and prototype bots for their own internal purposes and to make bots available free of charge to others, subject to the terms and conditions set out below.
  2. This Builder Software Licence is intended for non-commercial use. You must not charge fees for access to, or use of, bots created on the CodeBots platform, or otherwise monetise bots, except in accordance with a separate Partner Software Licence or partner programme agreement entered into with CodeBots.
  3. During any period in which you have an active account under this Builder Software Licence:
    1. you may make back-up copies of your own developed and/or modified applications; and
    2. you are entitled to all intellectual property rights in any original source code or application logic that you develop and/or modify using the products, subject always to CodeBots's rights in the platform and any underlying technology.
  4. Apart from the rights expressly granted in this licence, your right to reproduce or adapt the products is limited to the extent expressly permitted by part 3 division 4A of the Copyright Act 1968 (Cth.).
  5. The licensee may not sell, transfer, dispose of, assign, or novate all or part of any right under this licence, any benefit derived from this licence, or any obligation under this licence.

Licence fee

  1. The Builder tier provides free access to the CodeBots platform for non-commercial use, subject to any usage, feature, or support limits described on the CodeBots website from time to time.
  2. CodeBots may offer paid plans or partner tiers that enable commercial use of bots and revenue sharing. Commercial use of bots (including charging for access to bots or related services) requires that you enter into and comply with the Partner Software Licence and any applicable partner programme terms.
  3. CodeBots retains the right to change, suspend, or discontinue any Builder tier features or limits and to update pricing or partner tiers, by updating the information published on the CodeBots website and, where practicable, providing reasonable notice to active users.

Documentation

This licence extends to any accompanying documentation. The documentation may not be copied, modified, or used in any way not contemplated or expressly authorised by this agreement.

Licensee’s obligations

The licensee undertakes the following obligations:

  1. to not copy, reproduce, translate, adapt, reverse engineer, decompile, vary or modify the products without the express consent of CodeBots, except as expressly authorised by this agreement or part III division 4A of the Copyright Act 1968 (Cth);
  2. to not use the Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this licence, including hacking into or inserting malicious code, destruction of data, including viruses, or introducing harmful data into the CodeBots platform;
  3. to supervise and control the use of the products in accordance with the terms of this licence;
  4. to promptly notify CodeBots if there is any disclosure or possible disclosure to any third party of any password used or usable by the licensee to access the CodeBots platform;
  5. to authorise and license CodeBots the use of its name and logos at CodeBots’s discretion in identifying the licensee as a customer of CodeBots for promotion and marketing purposes on a non-exclusive and royalty-free basis;
  6. to ensure its employees, contractors and other agents who have authorised access to the products are made aware of the terms of this licence;
  7. to not provide or otherwise make available the products in any form to any person other than those referred to in paragraph 4(f) without the written consent of CodeBots;
  8. to not give, lease, assign, licence, sub-licence, transfer, distribute, disclose, disseminate or publish the products in any form to any other person or attempt to do any of these acts;
  9. to indemnify CodeBots in the event that the licensee breaches the terms of this license or causes CodeBots to be subject to any legal claim by any third party, including interest and any costs incurred by CodeBots in any investigation, notification, enforcement, and/or recovery action on a solicitor or contractor and own client basis; and
  10. accept, agree, and consent to the collection, use, storage, and disclosure of personal data in accordance with CodeBots’s current privacy policy as accessible on its website.

Warranty

  1. The licensee acknowledges that the products cannot be guaranteed error free and further acknowledges that the existence of any such errors must not constitute a breach of this agreement.
  2. The licensee acknowledges that no guarantee or warranty is given by as to the:
    1. speed or availability of the platform on which access to the products may be made, which are in any event subject to testing and configuration changes at any time and from time to time;
    2. accessibility of third party services or products;
    3. availability and suitability of any hosting service product provided by a third party; and
    4. fitness of the products for any purpose other than that represented by CodeBots.
  3. To the maximum extent permitted by law, CodeBots will not be liable for any indirect or consequential loss or damage arising out of a breach of this agreement or arising out of the supply of a defective program.
  4. Nothing in this agreement excludes, restricts or modifies any condition, warranty, right or liability implied in this agreement or protected by law to the extent that such exclusion, restriction or modification would render this agreement or any provision of this agreement void, illegal or unenforceable. Subject to the previously mentioned exclusion, restriction and modification, any condition, warranty, right or liability which would otherwise be implied in this agreement or protected by law is excluded.
  5. The licensee acknowledges that:
    1. at no time prior to entering into this agreement has it relied on any representation by CodeBots regarding the products which the licensee has not been able to verify, or had the opportunity to verify, independently;
    2. prior to entering into the monthly subscription licence for commercial use, it has been given a reasonable opportunity:
      1. to satisfy itself that the products corresponds with any representation made by CodeBots; and
      2. to examine the product for any apparent defects, and that it has availed itself of that opportunity.
  6. The application of the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention) to this agreement (by virtue of any law relevant to this agreement) is excluded.
  7. Pursuant to section 64A of the Australian Consumer Law:
    1. this sub-clause applies in respect of any of the goods or services supplied under this agreement which are not of a kind ordinarily acquired for personal, domestic or household use or consumption, provided that this sub-clause will not apply if the licensee establishes that reliance on it would not be fair and reasonable; and
    2. CodeBots’s liability for breach of a guarantee conferred by the Australian Consumer Law other than those conferred by sections 51-53 of that law, or on any other ground, cause, or basis, is limited:
      1. in the case of goods, to any one of the following as determined by CodeBots, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods or the payment of the cost of having the goods repaired; and
      2. in the case of services, to any one of the following as determined by CodeBots, the supplying of the services again or the payment of the cost of having the services supplied again.
  8. The licensee acknowledges and agrees that it is the licensee’s own responsibility to ensure that they keep a copy of any source code, application, or any product developed and/or modified using the CodeBots platform.

Copyright and trade marks

  1. The licensee acknowledges that the products and documentation are the subject of copyright. The licensee will not during or any time after the expiry or termination of this licence permit any act which infringes that copyright and, without limiting the generality of the previously mentioned copyright, the licensee specifically acknowledges that it may not copy the products except as otherwise expressly authorised or acknowledged by this agreement.
  2. The licensee must not during or at any time after the expiry or termination of this licence permit any act which infringes the supplier’s trade marks used in connection with the products.
  3. CodeBots reserves the right to change, replace, or remove any domain name hosted by CodeBots that it becomes aware to be in breach of any intellectual property or registered trade mark or business name of a third party.
  4. The licensee will indemnify CodeBots fully against all liabilities, costs and expenses which CodeBots may incur to a third party as a result of the licensee’s breach of the copyright provisions of this licence.

Term of licence

  1. The non-commercial trial licence commences upon the licensee’s acceptance of these terms and conditions and ends automatically on conclusion of the free trial period unless a commercial licence is purchased by the licensee.
  2. The minimum term of the commercial use of the products under this licence is one (1) month, after which it would continue automatically until terminated in accordance with this Term of licence section.
  3. This licence may be terminated by CodeBots with immediate effect in the following circumstances:
    1. if the licensee is in breach of any term of this agreement;
    2. if the licensee, being an individual, is or becomes an undischarged bankrupt; or, being a corporation, becomes the subject of insolvency proceedings;
    3. if the licensee, being a firm or partnership, is dissolved or, being a corporation, is or becomes deregistered; or
    4. if the licensee destroys the products and documentation for any reason.
  4. Either party may terminate this licence by six (6) months’ written notice.
  5. Upon termination by CodeBots under this Term of licence section, the licensee or its representative will destroy any remaining copies of the products and documentation or otherwise return or dispose of such material in the manner directed by CodeBots.
  6. Termination under this Term of licence section will not affect any rights or remedies which CodeBots may have otherwise under this licence or at law.
  7. If the licensee seeks to edit, adapt, or re-use an app previously developed or revised with the use of the products during the term of a commercial licence that has since lapsed or terminated:
    1. CodeBots may charge a reconnection fee as specified on the website; and
    2. require the licensee to acquire a new commercial licence to the products.
  8. The licensee acknowledges ownership of an application they build on CodeBots cannot be transferred without prior consent from CodeBots.
  9. CodeBots may revise the terms of this licence at any time by posting current versions of this licence on its website after reasonable endeavours being made to notify the licensee of such revisions by email.

Waiver

Failure or neglect by either party to enforce at any time any of the provisions of this agreement will not be construed or deemed to be a waiver of that party’s rights under this licence.

Governing law

This licence will be governed by and construed according to the law of the Queensland, Australia.