End User Licence Agreement (EULA)

End-User Licence Agreement (EULA)

This EULA is between:

Supplier: Control by Integration (CXI) Pty. Ltd. ABN 37 627 037 521
6/1 Kembla Street Fyshwick, ACT, 2609

User: [End-User]
Software: CXI Cloud and its subsidiaries

This agreement governs the use of CXI Cloud, related software and documentation provided by the Supplier. “Documentation” includes user guides, manuals, training materials, and product descriptions in printed, digital, or online form. “Related Software” includes 3rd party software used by the Supplier and their EULA and Terms and Conditions.

By clicking "I agree" or by downloading, installing, or using the Software, the User confirms they are authorised and agree to the terms of this EULA. The User must ensure all authorised users comply with this agreement.

If you do not accept these terms or lack authority to do so, you must immediately stop using the Software and notify the Supplier.

1. License Grant

The Software and Documentation are licensed, not sold. Subject to full payment, registration, and compliance with this EULA, the Supplier grants the User a non-exclusive, non-transferable, limited license for internal use as described in the Documentation.

If a product key is required, it may only activate the Software on a single device at a time. Transfers between devices require approval from the Supplier.

Network use is permitted only if each user has a properly licensed copy.

2. Restrictions

The User must not sell, rent, lease, loan, or offer the Software as a paid or unpaid service without written permission. A separate commercial agreement is required for such use.

3. Data Collection

To support the Software, the Supplier may collect system performance data, including personal information, in line with its privacy policy. If the User does not provide necessary data, the Supplier is not obligated to provide updates or support.

4. System Requirements

The User is responsible for ensuring the Software runs on hardware capable of handling expected workloads, including in virtual environments.

5. High Risk Use Disclaimer

The Software is not designed for High-Risk Facilities, such as life-support systems, critical infrastructure, or nuclear facilities. The Supplier and resellers are not liable for damages from use in such environments. The User indemnifies the Supplier from all related claims.

6. User Acknowledgement

The User confirms it has reviewed and understood the system requirements and risks and has conducted due diligence before use.

7. Demonstration, Development, QA, Beta and Upgrade Versions

7.1 Evaluation Versions

If the Software is designated as a “Demonstration,” “QA,” “Development,” or “Evaluation” version, the User is granted a royalty-free, non-transferable, limited license to use the Software solely for evaluation purposes for the agreed period. Such Software may contain errors or cause system failures or data loss. The User may only use information gathered during evaluation internally and must not share it with third parties. If the User fails to delete the Software after the evaluation period, the Supplier may invoice the User at full retail price.

The User acknowledges that use beyond the evaluation period infringes the Supplier’s rights. All intellectual property rights in modifications or improvements suggested by the User belong to the Supplier.

7.2 Beta Versions

If the Software is designated as a “Beta” version, it is provided as-is for evaluation or urgent use. The User assumes all risks and understands that the Software may be unstable. No support is available for Beta versions. Feedback provided by the User may be used by the Supplier, and the Supplier owns all rights to resulting improvements. Once a commercial version is released or a new beta is issued, the User must delete all prior beta versions.

7.3 Upgrade Versions

If the Software is designated as an upgrade, the User must be licensed for the base version. Upgrades may not be separated or transferred independently. This EULA applies to all upgrades unless otherwise stated.

7.4 Open-Source Components

The Software may include FOSS (Free or Open-Source Software), which is governed by its own licensing terms. These licenses do not modify the User’s rights under this EULA. FOSS licenses are included or referenced in the documentation.

8. Compliance with Licenses

The Supplier may request license compliance certification. Upon request, the User must confirm compliance within 30 days and allow an audit. If non-compliance is found, the User must purchase the necessary licenses and pay any reinstatement or out-of-compliance fees.

The User must not:

  • Modify, tamper with, decompile, reverse engineer, or create derivative works of the Software.

  • Remove or alter copyright, trademark, or proprietary notices.

  • Use the Software to offer services to third parties.

  • Publish performance or benchmark data.

  • Combine the Software with competing solutions.

The User is responsible for preventing unauthorised access or misuse.

If third-party software accesses the underlying database or 3rd party applications and affects performance, the Supplier disclaims responsibility and may charge for related support at standard professional rates.

9. Warranty and Liability

The Supplier warrants that for 30 days after installation, the Software will perform substantially according to the documentation. This warranty is void if the Software is misused, modified, improperly installed, or affected by third-party systems.

The User’s exclusive remedy is repair, replacement, or refund at the Supplier’s discretion.

Disclaimer: The Software is provided “as-is” except for the above warranty. The Supplier disclaims all other warranties, including those of merchantability, fitness for purpose, and non-infringement. The Supplier does not guarantee uninterrupted, error-free use or compatibility with other systems.

The Supplier is not liable for indirect, incidental, or consequential damages (e.g., lost profits or data), and total liability is limited to fees paid in the one month preceding a claim.

The User indemnifies the Supplier against all claims arising from breaches of this EULA.

10. Termination

The Supplier may terminate this license if the User breaches any terms, including non-payment or misuse. Upon termination, the User must stop using the Software and destroy all copies. The User must notify the Supplier of changes to contact information.

The User may terminate the licence at any time by deleting the Software and providing proof of deletion.

All warranties, disclaimers, limitations, and indemnities survive termination.

11. Intellectual Property Rights

The Software, its source and object code, documentation, 3rd party applications and all related materials are confidential to the Supplier. No rights are transferred to the User other than those expressly granted.

All derivative works, updates, patches, and improvements are the Supplier’s exclusive property. The Software and its components are protected by intellectual property laws.

12. General Conditions

The User agrees not to export or use the Software in restricted countries or for prohibited purposes (e.g., military, nuclear, chemical, or biological weapons). Compliance with export laws is required.

This EULA is governed by the laws of Australia Capital Territory, Australia. All disputes must be resolved in the courts of Canberra, ACT. If any provision is unenforceable, the remainder remains in effect.

This EULA is the entire agreement and can only be modified in writing by the Supplier.

Both parties will comply with applicable laws, including those related to data protection, export control, anti-slavery, and anti-corruption.