1.1    Subject to any third party rights, the Licensor grants the Licensee a royalty free, non-exclusive, revocable without notice, non-transferable licence for the Term to use the Software for the sole purposes of using products manufactured by the Licensor or any related body corporate of the Licensor.

1.2    For clarity, the licence under clause 1.1 does not include the right to sublicense to third parties.

1.3    The Licensee acknowledges that other than the licence under clause 1.1, nothing in this agreement is intended to give the Licensee any Intellectual Property Rights or other rights in the Software or any other material.

1.4    The Licensee is responsible for installing the Software.

1.5    The Licensee acknowledges and agrees that the Software is not error free, and that the Software may contain errors that cause it to malfunction or not operate in the manner described in any documentation made available in connection with the Software.

1.6    The Licensor makes no representation and gives no warranty that use of the Software will not infringe the Intellectual Property Rights of any third party.

Although copyright in the Software is not infringed in the circumstances contemplated by sections 47D, 47E and 47F Copyright Act 1968 (Cth), the Licensee agrees not to:

(a)     decompile, disassemble or reverse engineer the whole or any part of the Software;

(b)     make any modification to the Software; or

(c)     merge all or any part of the Software with any other software.

3.1    This agreement commences on the earlier of the date the Licensee:

(a)     downloads; or

(b)     installs,

the Software and continues until terminated under this clause 3.

3.2    Each party may terminate this agreement for convenience at any time by giving at least 30 days written notice to the other party.

3.3    If the Licensee breaches this agreement then the Licensor may terminate this agreement by written notice to the Licensee which is effective from the date specified in the notice or, if no date is specified, immediately.

3.4    The Licensee expressly waives any rights it may have to terminate this agreement except as contemplated by clause 3.2.

3.5    The Licensee acknowledges that the Licensor may terminate this agreement under this clause 3 without considering the impact of the termination on the Licensee.

3.6    On termination of this agreement:

(a)     the licence granted to the Licensee under clause 1.1 ceases; and

(b)     accrued rights or remedies of a party are not affected.

3.7    The Licensee must not use the Software following the termination of this agreement.

3.8    Clause 4 survives termination of this agreement.

4.1    Subject to clauses 4.4 and 4.5, any liability of the Licensor for any loss or damage, however caused (including, without limitation, by the negligence of the Licensor), suffered by the Licensee in connection with this agreement is limited to $10.

4.2    The limitation set out in clause 4.1 is an aggregate limit for all claims, whenever made.

4.3    For clarity, and without limiting clause 4.1, the parties agree that clause 4.1 is to apply in connection with a breach of this agreement, anticipated breach of this agreement or other conduct regardless of the seriousness or nature of that breach, anticipated breach or other conduct.

4.4    Subject to clause 4.5, the Licensor is not liable for any Consequential Loss however caused (including, without limitation, by the negligence of the Licensor) suffered or incurred by the Licensee in connection with this agreement. 

4.5    If the Competition and Consumer Act 2010 (Cth) or any other legislation provides that there is a guarantee in relation to any good or service supplied by the Licensor in connection with this agreement and the Licensor’s ­­­ liability for failing to comply with that guarantee cannot be excluded but may be limited, then clauses 4.1 and 4.4 do not apply to that liability and instead the Licensor’s liability for such failure is limited to (at the Licensor’s election), in the case of a supply of goods, the Licensor replacing the goods or supplying equivalent goods or repairing the goods, or in the case of a supply of services, the Licensor supplying the services again or paying the cost of having the services supplied again.

4.6    The Licensee is liable for, and indemnifies the Licensor from and against, all loss or damage (including, without limitation, legal costs) however caused suffered or incurred by the Licensor in connection with:

(a)     the use of the Software by the Licensee;

(b)     any claim of the Licensee against the Licensor in connection with the Software or this agreement;

(c)     any breach of this agreement by the Licensee;

(d)     any act or omission of the Licensee, including, without limitation, any illegal or negligent act or omission of the Licensee;

(e)     any claim or threatened claim by a third party against the Licensor in connection with the use by the Licensee of the Software;

(f)     any exercise of the Licensee’s rights under this agreement; or

(g)     any act or omission of the Licensee or any person acting or purporting to act on behalf of the Licensee.

4.7    Each indemnity contained in this agreement is a continuing obligation notwithstanding:

(a)     any settlement of account; or

(b)     the occurrence of any other thing,

and it is not necessary for the Licensor to incur expense or make payment before enforcing or making a claim under an indemnity.

The Licensee must comply with all applicable laws and ensure that its employees, agents and independent contractors comply with all applicable laws when using the Software.

6.1    Each party must meet or pay its own legal costs and disbursements in respect of the preparation, negotiation and execution of this agreement.

6.2    The Licensee must pay all stamp duty (including penalties and interest) assessed or payable in connection with this agreement.

6.3    The Licensee is responsible for and must pay all taxes, duties and government charges imposed or levied in Australia or overseas in connection with the performance of this agreement.

6.4    If a Supply made under or in connection with this agreement is a Taxable Supply, then at or before the time the consideration for the Supply is payable:

(a)     the Recipient must pay the Supplier an amount equal to the GST for the Supply (in addition to the consideration otherwise payable under this agreement for that Supply); and

(b)     the Supplier must give the Recipient a Tax Invoice for the Supply.

6.5    For clarity, the GST payable under clause 6.4 is correspondingly increased or decreased by any subsequent adjustment to the amount of GST for the Supply for which the Supplier is liable, however caused.

6.6    Where a Supply made under or in connection with this agreement is a Progressive or Periodic Supply, clause 6.4 applies to each component of the Progressive or Periodic Supply as if it were a separate Supply.

6.7    Capitalised terms used in this clause 6 that are not defined in this agreement have the meaning given in the New Tax System (Goods and Services Tax) Act 1999 (Cth).

7.1    This agreement is subject to the laws of Queensland and the Commonwealth of Australia.

7.2    The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Queensland.

7.3    In the interpretation of this document, no rule of construction applies to the disadvantage of the party preparing the document on the basis that it put forward this document or any part of it.

7.4    The Licensee must not assign, in whole or in part, or novate the Licensee’s rights and obligations under this agreement without the prior written consent of the Licensor.

7.5    The Licensor may assign the Licensor’s interest under this agreement.

7.6    Each provision of this agreement will be read and construed as a separate and severable provision or part and if any provision is void or otherwise unenforceable for any reason then that provision will be severed and the remainder will be read and construed as if the severable provision had never existed.

7.7    This agreement represents the parties’ entire agreement, and supersedes all prior representations, communications, agreements, statements and understandings, whether oral or in writing, relating to its subject matter.

7.8    Where this agreement contemplates that the Licensor may consent to, elect, determine, approve, nominate, decide or consider any matter or thing, the Licensor may provide such consent or make such election, determination, approval, nomination, decision or consideration in its absolute discretion and conditionally or unconditionally without being required to give reasons or act reasonably unless this agreement expressly requires otherwise.

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