This End User License Agreement ("Agreement") is a legal contract between you as an individual or business organization ("you" or "Licensee") and Wallaby Pty Ltd ACN 620 776 794 ("Licensor") for the Console Ninja software (all editions), including any associated media, printed materials and electronic documentation (the "Software").
By copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms of this Agreement and you represent that you are authorized to enter into this Agreement on behalf of yourself or your business organization.
If you do not wish to be bound by the terms of this Agreement, you may not install, access or use the Software.
"Authorized User" means any employee, independent contractor, or other temporary worker authorized by Licensee to use the Software while performing duties within the scope of their employment or assignment.
"Subscription Period" refers to the duration for which the Software is licensed, either on a monthly or annual basis.
"User Type" refers to the category of user, either Personal or Organization, for which the Software is licensed.
"Software" refers to the Console Ninja extension available for download on the VS Code marketplace, including all its components, features, and functionalities that are installed on the user's system. The term "Software" does not include any online documentation or other materials provided by the Licensor, which are accessible without a license and are available for reference on the Licensor's official website or other online platforms. Such online documentation is provided "as is" and is subject to change without notice.
This Agreement does not convey to you any rights of ownership of the Software. All rights, titles, and interest in the Software and in any ideas, know-how, and programs which are developed by Licensor in the course of providing any technical services, including any enhancements or modifications made to the Software, shall at all times remain the property of Licensor. You acknowledge and agree that the Software is licensed, not sold. You shall not permit the Software to be accessed or used by anyone other than your employees whose duties require such access or use. You will not remove, modify or alter any of Licensor's copyright, trademark or proprietary rights from any part of the Software.
The Software is protected by Australian Copyright Law and International Treaty provisions. Further, the structure, organization, and code embodied in the Software are the valuable and confidential trade secrets of Licensor and its suppliers and are protected by intellectual property laws and treaties. Licensee agrees to abide by the copyright law and all other applicable laws.
Upon your acceptance of this Agreement, Licensor grants you a limited, non-transferable, non-exclusive license to install and use the Software, whether you've chosen the free or paid version. If you've opted for the paid version, the specific terms and conditions of your license will be determined by your selected Subscription Period and User Type at the time of purchase.
The Software is licensed to provide a software development productivity tool. It is intended for use by programmers, and all input and output should be reviewed carefully by suitably experienced personnel that are able to review, accept or reject any modifications or recommendations provided by the Software. For the avoidance of doubt you assume responsibility for the selection of the Software to achieve your intended results, and for the installation, use and results obtained from the Software.
The paid edition of the Software provides access to additional features and functionalities, collectively referred to as "PRO Features". These PRO Features enhance the Software's capabilities and are exclusive to users who have opted for the paid edition. The specific details and functionalities of the PRO Features are available on the Licensor's official website or other documentation provided by the Licensor.
Upon the expiration of your subscription term for the paid edition, if the subscription is not renewed, access to the PRO Features will be terminated immediately. Any functionalities, data, or settings associated with the PRO Features may no longer be accessible or functional. You may switch to the free feature set of the Software at any time. It is the responsibility of the Licensee to ensure timely renewal if continued access to the PRO Features is desired.
Individual User Subscriptions: Intended for software developers purchasing a Console Ninja subscription for personal or professional use with their own funds. This subscription can be used on multiple computers but not simultaneously. Individual User Subscriptions must not be financed by organizations in any manner.
Organization Subscriptions: For organizations using Console Ninja for business purposes. Organizations must purchase a subscription for each developer using Console Ninja. The same key cannot be used by multiple developers simultaneously. A subscription can be used on multiple computers for the same developer, but not simultaneously. Licenses can be transferred within the organization.
Subscriptions are activated via email, requiring online access to activate and update. Offline activation keys are available only for Organization Subscriptions with an annual Subscription Period.
For the paid edition of the Software, subject to the terms of this Agreement, Licensee is granted a right to use the paid edition of the Software for evaluation purposes without charge for a period of fifteen (15) days from the date of the trial request unless otherwise specified ("Evaluation Period").
Licensee's use of the paid edition of the Software during Evaluation Period shall be limited to the internal evaluation of the paid edition of the Software for the sole purpose of determining whether the paid edition of the Software meets Licensee's requirements and whether Licensee desires to continue using Software.
Upon expiration of Evaluation Period, Licensee must purchase a Console Ninja subscription for use of the paid edition of the Software, switch to the free edition of the Software, or cease using Software.
The paid edition of the Software contains a feature that will automatically switch the paid edition of the Software to the 'Community' edition of the Software upon expiration of a short period of time while the paid edition of the Software is used during Evaluation Period. Licensee may not disable, destroy, or remove this feature of the paid edition of the Software, and any attempt to do so will be in violation of this Agreement and will terminate Licensee's rights to use Software.
You may install and use the Software regardless of the edition you have selected. For those who have chosen the paid edition, your rights and obligations will be determined by your selected Subscription Period and User Type.
You may not: (a) make the Software available for use by others in any service bureau or similar arrangement, except for certified resellers who have been expressly authorized by Licensor to resell the Software; (b) distribute the Software to any third party, unless you are a certified reseller who has been expressly authorized by Licensor to distribute the Software; (c) sublicense the Software to any third party, unless you are a certified reseller who has been expressly authorized by Licensor to sublicense the Software; (d) disassemble or reverse engineer (except in European Union countries, to the extent allowed by law) the Software; (e) copy the Software except solely for backup/archival purposes, provided that you include all copyright and similar rights notices. The Licensor retains all rights, titles, and interest in all copies of the Software. Unauthorized copying and modification of the Software is not permitted.
While upgrades and support will be made on a best efforts basis, the Licensor has no obligation to provide updates or upgrades to the Software, or otherwise maintain or support the Software.
THE SOFTWARE IS PROVIDED TO LICENSEE "AS IS" AND WITHOUT WARRANTIES. LICENSOR MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS AFFILIATES, SUPPLIERS AND RESELLERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.
You may not transfer or assign this Agreement, any license rights, or other interests in the Software to any third party without the express written consent of the Licensor.
Notwithstanding the above, if you have purchased a subscription to the Software, you retain the right to continue using the Software for the duration of your subscription term, even in the event of a corporate merger, acquisition, reorganization, or other similar corporate events. Such rights are limited to the original subscription term and do not automatically renew unless explicitly agreed upon by the Licensor.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY USER OF SOFTWARE, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF THE USE OR INABILITY TO USE SOFTWARE, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR SOFTWARE UNDER THIS AGREEMENT.
This license can be terminated by you at any time. In the event of termination, you must cease using the Software, destroy all copies of the Software (including copies in storage media) and certify such destruction to Licensor. This requirement applies to all copies in any form, partial or complete. Upon the effective date of any termination, you relinquish all rights granted under this Agreement.
You and Licensor are independent parties. Nothing in this Agreement shall be construed as making you an employee, agent or legal representative of Licensor.
The license fees are payable in accordance with the payment methods stipulated on the Software website (console-ninja.com).
This Agreement will be governed by the laws of Australia, and you submit to the jurisdiction of the High Court of Australia.
This Agreement and any document expressly referred to in it constitute the whole agreement between you and the Licensor and supersede any previous arrangement, understanding, or agreement between you and the Licensor relating to the licensing of the Software.
The parties acknowledge that, in entering into this Agreement (and the documents referred to in it), neither of party relies on any statement, representation, assurance, or warranty ("Representation") of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement or those documents.
The parties agree that the only rights and remedies available to each party arising out of or in connection with a Representation shall be for breach of contract as provided in this Agreement.