|Software, Video & Software Development|
Standard Assumptions and Terms for Digital Frontiers Pty Ltd & Peter Dodds
Software Developed for Television Programs
[A] In consideration of the payment of a license fee which has been included in the cost of developing, modifying or customising the Present-O-rama Game Engine, the production organisation or client is granted a non-transferable and non-exclusive license to use the Program for the television series, event or training session for which the software was developed in the country it was developed for. All title and ownership of the Program and all other rights not expressly granted to the production organisation under this Agreement or in any written contractual arrangements, remain with DIGITAL FRONTIERS PTY LTD AND PETER DODDS.
[B] The Program may be used by the licensee only on a single computer. Therefore, the production organisation must treat this software just like a book. With the exception of Item D below, just like a book means that this software may be used by any number of people and may be freely moved from one computer location to another, so long as there is no possibility of it being used at one location while the same copy is at the same time being used at another location. Just as the same copy of a book cannot be read by two different people in two different places at the same time, neither can the same copy of software be used by two different people in two different places at the same time.
[C] The client and its employees and agents are required to protect the confidentiality of the Program. The client may not distribute or otherwise make the Program or any accompanying Documentation available to any third party without the express written consent of Digital Frontiers Pty Ltd and Peter Dodds.
[D] The production organisation may not copy or reproduce the Program or any accompanying Documentation for any purpose except to make one (1) archival copy of the Program, in machine readable or printed form for back up purposes only in support of your use of the Program on a single computer. The production organisation must reproduce and include the Company copyright notice on the backup copy of the Program.
[E] No portion of the Program can be merged into or used in conjunction with another program without the express written consent of Digital Frontiers Pty Ltd and Peter Dodds.
[F] The client may not sublease, assign or otherwise transfer the Program or this license to any other person without the prior written consent of Digital Frontiers Pty Ltd and Peter Dodds.
[G] The client acknowledges that they are receiving a LICENSE TO USE the Program and Documentation and that Digital Frontiers Pty Ltd and Peter Dodds retain title to the Program and Documentation except for those rights that have been transferred to the client under written contractual arrangements. The pclient acknowledges that Digital Frontiers Pty Ltd and Peter Dodds have a valuable proprietary interest in the Program and Documentation. The client may not use, copy, modify or transfer the Program or Documentation or any copy,modification or merged portion in whole or in part except as expressly provided for in this Agreement. If the client transfers possession of any copy modification or merged portion of the Program or Documentation to another party contrary to written contractual arrangements, the license is automatically terminated.
BY USING DIGITAL FRONTIERS/PRESENT-O-RAMA SOFTWARE, THE LICENSEE AGREES TO THESE TERMS AND THE TERMS OF THE DISCLAIMER BELOW:
THERE IS NO WARRANTY FOR THE SOFTWARE, TO THE EXTENT PERMITTED BY APPLICABLE LAW. THIS SOFTWARE IS PROVIDED ``AS IS'' AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE DIGITAL FRONTIERS PTY LTD AND PETER DODDS OR ITS CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF, SUCH DAMAGE.
General Notes - Software
Unless otherwise specified, the primary authoring tool for development of the software is Director or authoring packages based around teh C family of products. Some projects may require the use of Xtras (external resources plugged into the application to add functionality) and other resources. Where these types of resources are necessary for the development, Digital Frontiers will specify the resources needed and provide a brief description of the product and the licensing or other costs associated with acquiring or creating the product.
Unless agreed to in writing by DIGITAL FRONTIERS PTY LTD AND PETER DODDS a non-exclusive software license only passes to a production organisation, producer or client when all invoices are paid in full and the funds cleared. DIGITAL FRONTIERS PTY LTD AND PETER DODDS reserves the right to determine when satisfactory settlement of all invoices has occurred.
General Notes Š Software Testing and Delivery
Digital Frontiers will provide two test versions of a program - at alpha stage and at late beta stage. An allowance for three master builds and one safety copy is included in the budget. Digital Frontiers is allowed flexibility in the creation of material for the project to the extent that performance objectives specified in a proposal are not degraded.
Digital Frontiers will conduct comprehensive module and overall systems testing. This testing ensures that the functionality and the flow of data occurs as specified. However, the client and the clientÕs staff will be required to fully user-test the system including validating output and checking any calculation results as part of the final system acceptance. The final testing is vital as only the client and the clientÕs staff fully understand the relationships of the information contained in the application within the context of the business or television production and the desired information and communication outcomes. A final cost estimation includes the cost of a non-exclusive license for the runtime application created within the terms of the licensing agreements accompanying the authoring tools. A runtime application is the only form of the program to be supplied.
The client agrees to credit the code creation team and the creative team for their input in any future versions or revisions of the product and warrants that Digital Frontiers Pty Ltd and its agents will not be held liable for bugs, code conflicts or issues arising out of non-Digital Frontiers Pty Ltd personnel utilising and adapting the provided application, web site components or a web site itself. The client agrees to be bound by any reasonable third party licensing requirements such as the display of logos or the inclusion of credits within the created application or on any associated packaging.
General Notes - Video, Graphics and Sound Production
Digital Frontiers will endeavour to satisfy a clientÕs communication needs creatively and efficiently by applying the best and most appropriate creative approach and technology to the task at hand. For scriptwriting assignments, the budget automatically includes the costs associated with writing the first draft of the script and an allocation equal to twenty-five percent of the time on task for developing draft one for one revision to this draft. For video production and special effects, Digital Frontiers will hold the original source files on the system for fourteen days. After this time, the components necessary to recreate the sequences or the edit will be archived. Depending on the circumstances, there may be costs associated with the recall of the archived material and reprocessing or re-editing. Digital Frontiers will advise the client by eMail if this situation arises. Digital Frontiers retains ownership of the component files.
Digital Frontiers assumes that all graphics and text for a project will be supplied in digital form. A standard charge of time on task plus 20% is charged for scanning, retyping or editing material. Digital Frontiers will supply to the client design roughs and other materials for client approval. This material will be eMailed to the client for approval.
High quality audio and video material will be created and compressed for an application. The enabling software for playback of the video material will be Apple's Quicktime technology or other technology determined by Digital Frontiers Pty Ltd. Quicktime reduces the problems associated with playback of video material on Intel machines using the Windows operating system. All reasonable efforts will be undertaken by Digital Frontiers to optimise and ensure playback at high quality.
General Notes - Database Components
The developer assumes that any database material for a project will be supplied in digital form as tab or comma delimited ASCII text files. Digital Frontiers makes a per view or iteration allowance in its budget for previewing, indexing and formatting of the text file(s). If the file is updated or altered by the client after previewing, indexing and formatting by Digital Frontiers, the per view charge will be applied each time a new file is created or modified. Digital Frontiers will eMail the client prior to undertaking this activity.
Digital Frontiers' standard terms are 14 days from the date of invoice.
For software development, multimedia, CD-ROM and DVD production, normal invoicing milestones are 50% upon acceptance, 25% upon delivery of the gold master and the balance including any variations within 7 days of delivery of final product.
For video production, streaming broadband and/or scriptwriting assignments, the milestones are 50% payable on acceptance and 50% plus the costs of any variations upon delivery of the final master or script to the client.
These terms form an essential part of any offer by Digital Frontiers Pty Ltd.
A project is deemed to be accepted fourteen days after delivery of the video master or requested dubs or, in the case of software development, fourteen days after delivery of the final code base (the runtime version of the application) and associated files unless a request for variations or corrections is received within the fourteen day period and agreed to in writing by Digital Frontiers Pty Ltd.
A warranty period of 30 days exists from the invoice date for all developed software. During this period, Digital Frontiers Pty Ltd will correct, free of charge, any code created in the scope of a project which is agreed to be faulty in design or construction by the company.
If enhancements or features not specified are required then this work is deemed to be additional and chargeable. Any alteration to Digital FrontiersÕ work by non-Digital FrontiersÕ personnel will nullify any warranty.
Digital Frontiers has made an allowance in the budget for revisions. The company will revise, at its cost, any material agreed to be incorrect or faulty by design or implementation. Revisions resulting from changed client requirements, revised information or graphics and requiring additional hours beyond those specified in the budget will be charged to the client. Digital Frontiers will eMail the client prior to undertaking this additional work.
GST will be levied at the applicable rate. All quotes are GST free. Digital Frontiers ABN is 57069300312.
Variations to these assumptions may be included in the budget pages of any project.
Any other variations must be agreed to in writing by Digital Frontiers Pty Ltd and Peter Dodds.
Digital Frontiers Pty Ltd and Peter Dodds
PO Box 1190 Dee Why NSW AUSTRALIA 2099
Tel: 0412 446 899