These licence terms and conditions (“agreement”) are an agreement between Three AM Web + IT (“Three AM”) and you. Please read these terms carefully. If you enter into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to this agreement.
This agreement applies to the MasterPress Software.
By installing, having installed, subscribing to, or using the MasterPress Software, you agree to be bound by the terms and conditions in this agreement (including any amendments made to them from time to time). If you do not accept them, do not install, subscribe to, or use the MasterPress Software.
By purchasing a Support Licence for the MasterPress Software, you agree to be bound by the terms and conditions in this agreement.
Do not purchase a Support Licence for the MasterPress Software, or download or copy the MasterPress Software until you have carefully read, understood and agreed to the terms and conditions in this agreement.
In this agreement:
- 1.1 neuter includes masculine and feminine;
- 1.2 singular includes plural and vice versa;
- 1.3 reference to a person includes a natural person, corporation and partnership, body corporate, association, governmental or local authority or agency or other entity and vice versa;
- 1.4 headings do not affect interpretation;
- 1.5 no rule of construction applies to the disadvantage of a party because that party put forward this agreement or any portion of it;
- 1.6 if a provision of this agreement would, but for this clause, be unenforceable:
- 1.6.1 the provision must be read down to the extent necessary to avoid that result;
- 1.6.2 if the provision cannot be read down to that extent, it must be severed without affecting the validity and enforceability of the remainder of this agreement;
- 1.7 reference to a party:
- 1.7.1 if more than 1 means each of them jointly and severally;
- 1.7.2 includes a successor to the rights or obligations of that party under this agreement;
- 1.8 reference to legislation includes the legislation as amended, any substituted legislation, any sub ordinate legislation under that legislation and any orders or regulations under that legislation;
- 1.9 another grammatical form of a defined word or expression has a corresponding meaning;
- 1.10 reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or a schedule or annexure to, this agreement, and a reference to this agreement includes any schedule or annexure;
- 1.11 a reference to a agreement includes the agreement as assigned, novated, amended, supplemented or replaced from time to time;
- 1.12 a reference to A$, $A, dollar or $ is to Australian currency;
- 1.13 a reference to time is to Adelaide, South Australia time;
- 1.14 references to “includes” or “including” or “for example” means without limitation; and
- 1.15 if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day.
- 2.1 ‘Business Day’ means any day being Monday to Friday which is not a public holiday in Adelaide, South Australia.
- 2.2 ‘Business Licence’ means a Support Licence which entitles you to support and automatic updates for the MasterPress Software in accordance with the relevant Licence Key on a maximum of 5 Production Websites, and any number of associated Testing Websites.
- 2.3 ‘Developer Licence’ means a Support Licence which entitles you to support and automatic updates for the MasterPress Software in accordance with the relevant Licence Key on an unlimited number of Production Websites, and any number of associated Testing Websites.
- 2.4 ‘intellectual property right’ includes any right associated with inventions, copyright, designs, trademarks, trade names, service marks, indicia of origin, business names, patents, petty patents, innovation patents and including any right to apply for any of the above rights.
- 2.5 ‘Support Licence’ means the licence described in clause 3.1 and includes each of a Single Licence, Business Licence and Developer Licence.
- 2.6 ‘Licence Key’ means a key that enables you to:
- 2.6.1 download the MasterPress Software;
- 2.6.2 receive automatic upgrades of the MasterPress Software via the WordPress dashboard; and
- 2.6.3 receive Support or Priority Support (as applicable),
in accordance with the terms of the relevant Support Licence.
- 2.7 ‘MasterPress Software’ means the software available to be licensed in accordance with the terms of this agreement, and includes any updates, upgrades, manual product downloads, supplements, and support services for this software.
- 2.8 ‘MasterPress website’ means the website hosted at the URL https://www.masterpressplugin.com.
- 2.9 ‘Priority Support’ means the support function available on the MasterPress website which enables you to receive direct support from Three AM.
- 2.10 ‘Production website’ means a website that is not intended for the purposes of testing and development, and which is hosted at a public domain accessible on the internet by the general public or a private domain accessible by a limited group of individuals such as an Intranet.
- 2.11 ‘Support’ means documentation, software updates, and manual product downloads (sent by Three AM from time to time or when reasonably requested) and access to the Support Forum.
- 2.12 ‘Single Licence’ means a Support Licence which entitles you to support and automatic updates for the MasterPress Software in accordance with the relevant Licence Key on a maximum of 1 Production Website, and any number of associated Testing Websites.
- 2.13 ‘Support Forum’ means the forum on the MasterPress website with respect to use of the MasterPress Software.
- 2.14 ‘Testing website’ means a website hosted at a domain which is intended for the purposes of the testing and development of an associated Production Website.
- 2.15 ‘WordPress’ means the software entitled ‘WordPress’ as may be amended from time to time.
- 2.16 ‘you’ means yourself, being the legal entity that has agreed to this agreement.
- 2.17 ‘your associates’ means your associates, employees, contractors, agents and suppliers.
3. Support Licence
- 3.1 Subject to clause 6.1 and your compliance with your obligations in this agreement, Three AM grants you a non-exclusive and non-transferable licence to receive automatic updates and support for the MasterPress Software in accordance with the terms of this agreement (‘Support Licence’) in either of the following Support Licence tiers:
- 3.1.1 Single Licence;
- 3.1.2 Business Licence; or
- 3.1.3 Developer Licence,
as the case may be depending on which tier of Support Licence you purchase under this agreement.
- 3.2 Three AM reserves the right to refuse granting a Support Licence to any person without giving reasons.
- 3.3 The MasterPress Software source code is licensed under the GNU general public licence ( http://www.gnu.org/licenses/gpl.html ).
- 4.1 The term of a Support Licence commences upon receipt by Three AM of payment for the Support Licence and, subject to clause 20, expires after 1 calendar year or upon termination in accordance with this agreement (whichever occurs earlier).
- 4.2 Upon expiry of the Support Licence, you will need to purchase a new Support Licence to continue to:
- 4.2.1 receive automatic updates of the MasterPress Software on any Production Website or Testing Website which make use of the associated Licence key;
- 4.2.2 manually download the MasterPress Software; or
- 4.2.3 receive any further Support or Priority Support (as applicable).
- 4.3 Upgrading a Support Licence under clause 5 will not change the expiry date of the Support Licence under this clause 4.
- 5.1 If you have been granted a Single Licence, during the term of the Single Licence, you may purchase an upgrade to a Business Licence or Developer Licence at the applicable upgrade price set out on the MasterPress website (as may be changed by Three AM from time to time).
- 5.2 If you have been granted a Business Licence, during the term of the Business Licence, you may purchase an upgrade to a Developer Licence at the upgrade price set out on the MasterPress website (as may be changed by Three AM from time to time).
- 5.3 Where a Support Licence has been upgraded in accordance with this clause 5.1 or 5.2, the terms of the upgraded Support Licence tier will apply from the date the payment for the upgrade is completed until expiry of the Support Licence under clause 4.
- 6.1 In consideration of Three AM granting you the Support Licence, at the time of purchase you must pay to Three AM the applicable purchase price of the Support Licence set out on the MasterPress website (as may be changed by Three AM from time to time).
- 6.2 Three AM reserves the right to change the price of any Support Licence at any time and such changes will be notified on the MasterPress website.
7. Downloading the Masterpress Software
- 7.1 Upon Three AM receiving payment from you for the Support Licence, Three AM will provide you with a Licence Key. You may also access the Licence Key from the ‘Your Account’ area of the MasterPress Website using the login username and password you provided Three AM at the time of purchase of the Support Licence. You may also contact Three AM for further assistance if you are still unable to access your Licence Key after payment has been completed.
- 7.2 You acknowledge that when you install a Licence Key onto a Production Website, Three AM’s update server will verify that you are entitled to install the Licence Key on the Production Website.
8. System Requirements
You acknowledge that:
- 8.1 the MasterPress Software:
- 8.1.1 requires a minimum of WordPress version 3.3, MySQL 5, and PHP version 5.2.4;
- 8.1.2 is not compatible with the WordPress.com hosted service, or any previous version of WordPress; and
- 8.2 it is recommended that PHP is configured to use a memory limit of 64MB per request (128MB may be required for sites with higher complexity),
and such requirements may be changed by Three AM from time to time.
9. No Refunds
Three AM may offer or refuse to give a refund for the purchase of a Support Licence at Three AM’s discretion. Without limiting this discretion, you acknowledge that you will not be able to receive a refund for any issue in connection with the MasterPress Software unless you have contacted Three AM within 7 days from the date of purchase of the Support Licence and have made a reasonable attempt to resolve the issue with Three AM. If Three AM provides you with a refund for purchase of a Support Licence, your Licence Key will be cancelled after the refund has been processed.
- 10.1 During the term of a Single Licence or Business Licence, Three AM will provide you with Support in relation to your use of the MasterPress Software.
- 10.2 During the term of a Developer Licence, Three AM will provide you with Support and Priority Support in relation to your use of the MasterPress Software.
- 10.3 You acknowledge that Support provided under this agreement:
- 10.3.1 will not include any support by telephone or via email communication that was not initiated by Three AM as a response to content posted via the Support Forum or Priority Support section of the MasterPress website, as applicable to your Support Licence tier;
- 10.3.2 will not include any support in relation to any software, plugins, components, or any other thing which was not provided to you by Three AM under this agreement; and
- 10.3.3 may not be provided to any of your associates at Three AM’s discretion.
- 10.4 Without limiting clause 16 or 21, you acknowledge that the Support Forum may contain posts from persons other than Three AM and reliance on such posts or any data, information, advice, or other content contained in the post is at your own risk.
If Three AM requests in writing, you must promptly provide Three AM with:
- 11.1 information and records for the purpose of monitoring your compliance with this agreement;
- 11.2 a complete record to date of the Websites on which you have installed the MasterPress Software; and
- 11.3 any other information Three AM reasonably requests in connection with this agreement.
- 12.1 You may only use the MasterPress Software strictly in accordance with the terms of this agreement.
- 12.2 Without limiting clause 12.1, you must not, and must ensure that your associates must not:
- 12.2.1 remove or alter any logo, copyright or other proprietary notice, symbol or label in the MasterPress Software or any other thing provided to you under or in connection with this agreement;
- 12.2.2 use the name, trademark or logo of Three AM or the MasterPress Software to claim any sponsorship, endorsement, approval or affiliation or other association with Three AM; or
- 12.2. reproduce any content from the MasterPress website or from any other thing provided to you under or in connection with this agreement for commercial use that is not expressly permitted under this agreement,
without Three AM’s prior written consent, which may be withheld at Three AM’s discretion.
13. Your Obligations
- 13.1 You must ensure that you, and must ensure that your associates, comply at all times with all applicable laws in relation to use of the MasterPress Software.
- 13.2 Without limiting clause 13.1, you must not, and must ensure that your associates must not, use the MasterPress Software to transmit or publish any material which is defamatory of any person, or any material in breach of intellectual property right or any obligations of confidentiality, or otherwise in breach any applicable law in relation to use of the MasterPress Software.
Title and ownership in the MasterPress Software, and any other thing provided to you under or in connection with this agreement, shall remain with Three AM and you acknowledge that nothing in this agreement grants to you or your associates title or ownership in any MasterPress Software, or any other thing provided to you under or in connection with this agreement.
15. Intellectual Property
- 15.1 Title and ownership of all intellectual property rights in any MasterPress Software and any other thing provided to you under or in connection with this agreement remains with Three AM.
- 15.2 You acknowledge that this agreement does not transfer any title or ownership in any intellectual property right to you or your associates in any MasterPress Software, or any other thing provided to you under or in connection with this agreement.
- 15.3 You must not infringe any of Three AM’s intellectual property rights in any MasterPress Software or in any other thing provided to you under or in connection with this agreement.
16. No Warranties or Representations
- 16.1 To the extent permitted by law, Three AM does not make any warranties or representations in relation to this agreement, including:
- 16.1.1 that the MasterPress Software is of merchantable quality, suitable for your use, or is fit for any other purpose;
- 16.1.2 that operation of the MasterPress Software will be-uninterrupted or that the MasterPress Software is error-free;
- 16.1.3 regarding the results of any use of the whole or any part of the MasterPress Software;
- 16.1.4 as to the accuracy, reliability or content of any data, information, service or goods obtained through any use of the whole or any part of the MasterPress Software, including in relation to any post, data or information on the Support Forum;
- 16.1.5 that the use of the MasterPress Software will not infringe the intellectual property rights of a third party; and
- 16.1.6 that the MasterPress Software will be compatible with all third party software, plugins, all versions of WordPress or WordPress plugins and themes, or with all web browsers.
- 16.2 You acknowledge that Three AM has not made any warranty or representation, express or implied, in relation to the MasterPress Software, including whether it is suitable for a particular purpose (whether such purpose was made known to Three AM or not).
- 16.3 You acknowledge that no representations have been made by Three AM or on Three AM’s behalf which have induced you to enter this agreement.
- 17.1 You must keep confidential, and must not disclose to any other person without the prior written consent of Three AM all information made available to you under, or in connection with, or in the course of performance of this agreement that is designated as confidential or is of its nature confidential in relation to Three AM or the MasterPress Software.
- 17.2 Your obligations under clause 17.1 do not apply to a disclosure to the extent that the disclosure is:
- 17.2.1 necessary to the performance of this agreement;
- 17.2.2 made on a confidential basis with the Three AM’s consent in writing to the fact and contents of the disclosure;
- 17.2.3 required by law;
- 17.2.4 of information that is in the public domain (other than as a breach of this agreement);
- 17.2.5 in accordance with clause 17.3;
- 17.2.6 to your solicitors, barristers or other professional advisers who are under a duty of confidentiality; or
- 17.2.7 to a banker, investor or other financial institution relevant to a party, to the extent required for the purposes of raising funds or maintaining compliance with credit or investment arrangements, if such person first agrees to keep the information confidential on the same terms as this agreement.
- 17.3 You must not make or permit a media release, announcement or public statement about the subject matter of this agreement except with the consent of Three AM, or as required by law. If Three AM consents to you making a media release, announcement or public statement, you must first consult with Three AM about the timing and wording.
- 18.1 Three AM may terminate this agreement immediately for any reason by giving you written notice.
- 18.2 Any termination pursuant to this clause will not affect any rights which may have accrued to any party prior to termination.
19. Effect on Termination or Expiry
Subject to clause 20, upon termination or expiry of this agreement:
- 19.1 the Support Licence terminates or expires (as applicable);
- 19.2 your Licence Key will:
- 19.2.1 if the agreement is terminated – be revoked; or
- 19.2.2 if the agreement expires – no longer be able to be used unless it is renewed; and
- 19.3 only those clauses by their nature intended to continue to apply will continue to apply.
20. Continuing Use of Masterpress Software
Upon expiry or termination of this agreement, you will be permitted to continue to receive support and automatic updates for the MasterPress Software that has been provided to you under this agreement, however you acknowledge that from the date of expiry or termination, you will not be entitled to:
- 20.1 receive further automatic updates of the MasterPress Software on any Production Website or Testing Website which make use of the expired or revoked Licence Key;
- 20.2 any further download of MasterPress Software; or
- 20.3 receive any further Support or Priority Support.
21. No Liability
- 21.1 You are responsible for determining that the MasterPress Software is suitable for your own use or purpose.
- 21.2 You assume all risk, and Three AM shall not be liable, for any claim, action, cost, expense (including legal expense) damage (including but not limited to, direct, indirect, special, incidental or consequential damage) or loss that arises out of or in connection with your use or inability to use the MasterPress Software (or any other thing provided to you by Three AM under or in connection with this agreement).
To the extent permitted by law, you agree to indemnify Three AM for any claim, action, cost, expense (including legal expense) damage (including but not limited to, direct, indirect, special, incidental or consequential damage) or loss which Three AM may suffer or incur arising out of a breach of any of your obligations under this agreement.
Three AM reserves the right to amend this agreement at any time, and with no prior notice.
24. Entire Agreement
This document is the whole agreement between the parties about its subject matter. The only terms implied in this agreement are those implied by mandatory operation of law. This agreement supersedes any prior contract or obligation between the parties about its subject matter.
25. No Waiver
No relaxation granted by Three AM to you shall be deemed as a waiver of any Three AM’s rights under this agreement and such relaxation or indulgence shall not be deemed a variation of this agreement in part or in full.
26. Governing Law
This agreement is governed by the laws in South Australia. The courts of South Australia or the Federal Court of Australia (Adelaide Registry) have non exclusive jurisdiction in connection with this agreement. The parties submit to the jurisdiction of those courts and any courts which have jurisdiction to hear appeals from those courts.