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End User Licence Agreement

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Carefully read through these options, and if any apply, please select them from the drop down list. As a result of a recent change to Australian Competition Law significant penalties may apply in some intellectual property related matters. If none of the situations described in the list apply, select the first option. If this Agreement involves the making or giving effect to a contract, arrangement, or understanding, or if it involves the engaging in a concerted practice, for the purpose, or with the effect or likely effect, of substantially lessening competition (either competition between the parties to this Agreement, or competition more generally), select the second option. Competition in a market helps to increase the supply of goods or services in the market, and therefore reduces the price. If the parties do something which has the effect of "substantially lessening competition", this may increase the price. If this Agreement relates to some kind of exclusive dealing between the parties, for the purpose, or with the effect or likely effect, of substantially lessening competition (whether competition between the parties, or competition more generally), select the third option. If this Agreement relates to some kind of arrangement involving price fixing, select the fourth option. For example, if the parties are agreeing to fix their pricing rather than competing against each other, select the fourth option. If this Agreement relates to some kind of arrangement involving "output restrictions", select the fifth option. Output restrictions occur when competitors agree to prevent, restrict or limit the volume or type of particular goods or services available, and may reduce the available supply of particular goods or services and so increase the price. If this Agreement relates to some kind of arrangement involving "market sharing", select the sixth option. "Market sharing" occurs when competitors agree to divide or allocate customers, suppliers, or territories among themselves rather than allowing competitive market forces to work. Market sharing restricts competition, forces prices up, and reduces choice on price and quality for consumers and other businesses. If this Agreement relates to some kind of arrangement involving "bid rigging", also referred to as "collusive tendering", select the seventh option. "Bid rigging" or "collusive tendering" occurs when two or more competitors agree they will not compete genuinely with each other for tenders, allowing one of the parties to "win" the tender. Participants in bid rigging may take turns to be the "winner" by agreeing the manner in which they submit tenders, including by some competitors agreeing not to tender. Bid rigging leads to uncompetitive tender processes that can result in organisations paying higher prices or receiving lower quality goods or services. Starting on 13 September 2019, some amendments to the Competition and Consumer Act 2010 (Cth) ("CCA") may impact many intellectual property arrangements in Australia. In particular, the CCA prohibits some conduct which is considered "anti competitive" or "cartel conduct". Prior to 13 September 2019, section 51(3) of the CCA provided an exemption for some matters involving licensing or assignment of intellectual property. This meant, for example, that conduct involving licensing or assignment of intellectual property, which might otherwise be considered "anti competitive", might have been permitted. However, starting on 13 September 2019, with the repeal of section 51(3), those matters involving licensing or assignment of intellectual property may no longer be permitted. The legislation places significant obligations on the parties, and its implications may be quite broad. There is also potential for this legislation to affect some conditions which may be common in many traditional intellectual property arrangements. The penalties for breach of these laws are also very high. Therefore, if the parties have any concerns at all about whether or not they are going to be affected by these laws, they should strongly consider obtaining legal advice. This Agreement is only designed for use among parties which are not engaging in anti competitive or cartel conduct. Further information about the changes is available on the website of the Australian Competition and Consumer Commission. We have also discussed this matter in our Legal Guide "How Will the Changes to the Competition and Consumer Act Affect my Service Agreements and Intellectual Property Agreements?"

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END USER LICENSE AGREEMENT

________


IMPORTANT: PLEASE READ THIS DOCUMENT IN ITS ENTIRETY.

BY DOWNLOADING, INSTALLING, PURCHASING OR USING THE PRODUCT NAMED ABOVE, YOU CONFIRM THAT YOU AGREE TO THE TERMS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT UNDERSTAND THE TERMS OF THIS AGREEMENT OR DO NOT INTEND TO BE BOUND BY THEM, DO NOT DOWNLOAD, INSTALL, PURCHASE OR USE THE PRODUCT.


This End User Licence Agreement (hereinafter, "Agreement") governs Your use of the following product(s) (which are hereinafter referred to as the "Product"):

________

The Product may be more specifically described as follows:

________

We may also provide You with access to various other content, documentation, materials, information, goods or services. In this Agreement, these items collectively all form part of "the Product".

The Product is owned and operated by the following organisation (which is hereinafter referred to as the "Owner"): ________

This Agreement constitutes a binding contract between You and the Owner.

This Agreement will govern Your use of all versions, parts and features of the Product.


(1) DEFINITIONS

"Agreement" means this agreement.

"Australian Consumer Law" means the Australian Consumer Law which is contained in the Competition and Consumer Act 2010 (Commonwealth).

"Identifying Information" means information provided by You when registering to use the Items, which may include but is not limited to Your name and email address, a user name and a password.

"Licence" means the licence created under this Agreement, as described under the "Licence" clause of this Agreement.

"Owner IP" includes, but is not limited to, the contents, code, layout, design, colours, appearance, graphics and imagery of the Product, as well as all copyrights, trademarks, trade secrets, patents and other intellectual property contained in the Product.

"Parties" means both You (the user of the Product) and Us (the owner of the Product) collectively.

"Party" means either You (the user of the Product) or Us (the owner of the Product).

"Product" means the following software product:

________

the further details of which are as follows:

________

the terms and conditions of which are accessible via the following URL:

________

and includes:

(a) any software which We provide to You; and

(b) any materials, information or documentation that We may provide to You in connection with Your use of this software product including documentation, data, information developed by Us or owned by Us, and other materials which may assist in Your use of the software product; and

(c) any content, writing, images, audiovisual content or other information published on the software or on the materials, information or documentation that We provide to You.

"Us", "We", "Our" or "the Owner" refers to ________

"Us", "We", "Our" or "the Owner" also includes any employees, affiliates, agents or other representatives of ________

"You", "Your" or "User" refers to the user of the Product.


(2) INTERPRETATION

In this Agreement, unless the context otherwise requires, the following rules of interpretation shall apply:

(a) Words referring to one gender include every other gender.

(b) Words referring to a singular number include the plural, and words referring to a plural include the singular.

(c) If a word or phrase is defined in this Agreement then any grammatical variations of that word or phrase have a corresponding meaning.

(d) Words referring to a person or persons include firms, corporations, associations, partnerships, joint ventures, authorities, government bodies, organisations and other legal entities, and vice versa.

(e) Any reference to time is a reference to time in New South Wales.

(f) In the event that something must be done under this Agreement on or before a particular date, if that date falls on a day which is not a business day, then that thing must be done on or before the next business day.

(g) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

(h) Headings and titles are included in this Agreement for convenience only and shall not affect the interpretation of this Agreement.

(i) Each Party must, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to this Agreement and the events contemplated by it.

(j) A reference to legislation or any part or provision of that legislation includes any subordinate legislation, any amended legislation, and any substituted legislation issued under that legislation.

(k) A reference to an agreement or document is a reference to that agreement or document as amended, replaced, supplemented or novated from time to time.

(l) A reference to a Party also includes that Party's successors, assigns, legal personal representatives and/or any person that is substituted by way of novation.

(m) Any reference to money or currency, unless otherwise specified, is a reference to Australian dollars.


(3) USER ACCEPTANCE

(a) By downloading, installing, using, purchasing or paying any Fee for the Product, You hereby agree to be bound by the terms of this Agreement.

(b) This Agreement constitutes a binding agreement between You and the Owner.

(c) If You do not understand the terms of this Agreement or do not agree to be bound by them, then you must not download, install, use, purchase or pay any Fee for the Product.


(4) LICENCE

The Owner hereby grants to You a non-exclusive, non-transferable, revocable, limited licence to use the Product (the "Licence").


(5) FEES

(a) In return for the Licence granted to You under this Agreement, You hereby agree to pay fees to the Owner ("Fees") which shall be a one-time flat payment of $________ (________) payable in advance.

(b) The Owner may increase this Fee amount by providing notice to the User. By continuing to use the Product after having received such notice, the User agrees to pay such increased Fees.


(6) GOODS AND SERVICES TAX

(a) Unless otherwise explicitly agreed to by the Owner, the Fees payable under this Agreement exclude GST.

(b) In the event that GST is payable on the Fees under this Agreement, You will pay to the Owner an amount equal to the GST payable on the Fees ("the GST Amount"), calculated by multiplying the Fees by the prevailing GST rate.

(c) You must pay the GST Amount to the Owner at the same time and in the same manner as the Fees are payable.

(d) Any obligation on You to pay the GST Amount under this clause is conditional on the Owner providing You with a valid tax invoice in accordance with GST Law.


(7) TERM

(a) This Agreement, and the Licence granted under it, are effective on the date You first download, install, use, purchase or pay any Fee for the Product (whichever is the earliest).

(b) This Agreement, and the Licence granted under it, continues for as long as you use, retain, or continue paying any Fee for the Product, unless terminated under this Agreement.


(8) SOFTWARE UPDATES

(a) The Owner may from time to time release software updates, patches, upgrades, bug fixes or other modifications for the Product (hereinafter "Updates").

(b) You may be required to install Updates in order to use the Product.

(c) You agree to promptly install any Updates that the Owner provides.

(d) Updates may be installed automatically, without any additional notice being provided to You, and without any additional consent being sought from You.

(e) By downloading, installing, using, purchasing or paying any Fee for the Product, You also consent to these Updates.

(f) If You do not want to receive Updates, You must not download, install, use, purchase or pay any Fee for the Product.


(9) LICENCE FOR ONE COMPUTER OR DEVICE

(a) The Licence permits You to download, install and use the Product on one (1) computer or device.

(b) The Licence permits You to save an archived copy of the Product on a storage device, only for the purpose of reinstalling the Product.

(c) The Licence does not permit You to download, install or use the Product on more than one (1) computer or device at any time.

(d) The Licence does not permit You to share the Product, or any part of the Product, with other users.

(e) The Licence does not permit You to download, install or use the Product on any system that allows multiple users, including but not limited to:

(I) any system or network that is accessible by multiple users;

(II) any system or network that allows shared use of applications; and

(III) any other system or network that allows any user(s) other than You to download, install or use the Product.

except in the event that You have a valid licence for each copy of the Product on each individual computer(s) or device(s) on which you download, install or use the Product.


(10) RIGHTS IN THE PRODUCT

(a) This Agreement is a licence. It is not an assignment agreement or a sale agreement.

(b) In no event will this Agreement be deemed to assign any intellectual property rights in the Product from the Owner to You.

(c) The Owner retains any and all Owner IP and all other rights and title to the Product, except for those rights which are expressly licensed to You in this Agreement.


(11) INTELLECTUAL PROPERTY

You agree that the Product, the Owner's website and all services provided by the Owner are the property of the Owner, including all Owner IP. You agree that the Owner owns all right, title and interest in and to the Owner IP and that you will not use the Owner IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Owner IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Owner.


(12) NO REPLICATION

The Licence does not permit You to replicate or copy (or permit any other user to replicate or copy) the Product (whether in part or in full). You are prohibited from replicating, copying or permitting any other user to replicate or copy the Product or any part of the Product, except:

(a) In the event that Your legitimate use of the Product requires a temporary copy to be stored in computer memory; or

(b) With the Owner's prior written consent.


(13) NO MODIFICATION OR ALTERATION

You may not modify or alter the Product (including any files or any other parts of the Product) in any way, except with the Owner's prior written consent.


(14) NO DERIVATIVE WORKS

You may not create, develop, or attempt to create or develop any derivative works based on the Product or any works serving the same purpose or providing the same features as the Product.


(15) REVERSE ENGINEERING AND SECURITY

You may not undertake any of the following actions:

(a) Attempting to derive the source code for the Product, for example by reverse engineering, deconstructing, decompiling or disassembling the Product or the Owner's website;

(b) Violating the security of the Product through any unauthorised access, circumvention of encryption or other security tools, data mining or interference to any host, user or network; or

(c) Copying or otherwise distributing copies of the Product unlawfully, such as through any peer-to-peer network or other intellectual property circumvention tool.


(16) NO RELEASE OF PERFORMANCE DATA

Except with the prior written consent of the Owner, You may not release or communicate results from any functional evaluation or performance evaluation of the Product to any third party or third parties.


(17) NO UNLAWFUL USE

You agree not to use the Product for any unlawful purpose.


(18) NO SPAM

You are strictly prohibited from using the Product or any of the Owner's services for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.


(19) OTHER GENERAL RESTRICTIONS

(a) You agree not to use the Product in any way that could damage the Owner's website, services, reputation, or the general business of the Owner, or for any purpose prohibited under this clause.

(b) You further agree not to use the Product:

(I) To harass, abuse, or threaten others or otherwise violate any person's legal rights;

(II) To violate any intellectual property rights of the Owner or any third party;

(III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

(IV) To perpetrate any fraud;

(V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;

(VI) To publish or distribute any obscene or defamatory material;

(VII) To publish or distribute any material that incites violence, hate, or discrimination towards any group

(VIII) To unlawfully gather information about others; or

(IX) In the following manner:

________


(20) USER REGISTRATION

(a) You may be asked to register with the Owner in order to use or access the Product.

(b) If You register with the Owner, You may be asked to provide Identifying Information which may include but is not limited to personal details such as Your name and email address, as well as choosing a user name and a password. This Identifying Information will allow You to access the Product.

(c) You acknowledge that You are responsible for ensuring the accuracy of any Identifying Information You provide as part of the registration process.

(d) You agree that You will not share your Identifying Information with any third party and if You discover that Your Identifying Information has been compromised, You agree to notify the Owner immediately in writing.

(e) You acknowledge that You are responsible for maintaining the safety and security of Your Identifying Information as well as keeping the Owner informed of any changes to Your Identifying Information.

(f) You acknowledge that providing false or misleading information, or using the Product to further fraud or unlawful activity is grounds for immediate termination of this Agreement.


(21) PRIVACY

(a) Through Your use of the Product, You may provide the Owner with some of Your personal information. By using the Product, You authorise the Owner to use Your information in Australia and any other country where the Owner operates.

(b) The Owner takes its privacy obligations very seriously.

(c) Please refer to the Owner's privacy policy for further information about what information the Owner collects, how that information is used and stored, and Your rights in relation to it.


(22) CONSENT TO DATA USE

You hereby agree that We may collect, monitor, review, analyse, use, share or sell to third parties, data or information We collect from Your use of the Product.


(23) NO TRANSFER, ASSIGNMENT OR SUB-LICENCE

(a) This Licence is non-transferrable.

(b) You are prohibited from assigning, selling, renting, sub-licensing, leasing, or transferring in any other way any or all of Your rights under this Licence, except with the Owner's prior written consent.

(c) This clause will survive termination or expiration of this Agreement.


(24) LIMITATION OF LIABILITY

(a) You may have certain rights under the ACL, or under other similar or related consumer protection laws.

(b) The ACL (or any other similar or related consumer protection laws) may give You certain rights, warranties, guarantees and remedies regarding the provision of goods or services by the Owner, which cannot be excluded, modified or restricted by the Owner ("Statutory Rights").

(c) Your liability to the Owner is governed solely by the ACL, if applicable, (and any other similar or related consumer protection laws) and by this Agreement.

(d) Unless otherwise expressly provided in writing by the Owner, all guarantees, warranties, representations and conditions are expressly excluded except for any Statutory Rights which are required by law.

(e) The Owner excludes all conditions and warranties implied by custom, law or statute, except for Your Statutory Rights, and the Owner expressly disclaims all warranties of any kind including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement of third party rights.

(f) You hereby acknowledge and agree that You use the Product at Your sole risk.

(g) You hereby acknowledge and agree that the Product is provided to You "as-is".

(h) You hereby acknowledge and agree that You are solely responsible for evaluating and for determining whether the Product is fit for Your purpose.

(i) When Your Statutory Rights apply, to the maximum extent possible, the Owner's liability in respect of any claim is limited to, at Your option:

(I) in the case of goods:

(A) a replacement of the goods;

(B) the supply of equivalent goods;

(C) a repair of the goods;

(D) the payment of the cost of replacing the goods;

(E) the payment of the cost of acquiring equivalent goods or of having the goods supplied again; or

(F) the payment of the cost of having the goods repaired; and

(II) in the case of services:

(A) the supply of the services again; or

(B) the payment of the cost of having the services supplied again.

(j) To the maximum extent permitted by law, except as otherwise provided in this Agreement, and except in cases of death or personal injury caused by the Owner's gross negligence, wilful misconduct or bad faith, the Owner's liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the fulfilment of obligations under this Agreement, liability shall be limited to Fees paid by You to the Owner.

(k) To the maximum extent permitted by law, and except as otherwise provided in this Agreement, the Owner shall not be liable to You in contract, tort, negligence, breach of statutory duty or otherwise for any indirect, consequential, incidental, special, punitive or exemplary loss, damages, costs or expenses of any nature whatsoever including without limitation any economic loss, data loss, loss of goodwill or other loss of turnover, profits or business.

(l) For the sake of clarity, in no event will the Owner be liable for any consequential, indirect, incidental or special damages of any kind including any damages for loss of revenue, profits, interruption of business, or loss of data, even if the possibility of such loss was made known to the Owner.

(m) To the maximum extent permitted by law, and except as otherwise expressly provided in this Agreement, the Owner hereby disclaims any and all warranties of quality, whether express or implied, including but not limited to any warranties of merchantability and fitness for a particular purpose. You acknowledge that You are relying solely on Your own investigations, inspections and/or examinations and have not been induced by the Owner or any of Owner's agents or representatives making any statements as to the quality or condition of the Product.

(n) Nothing in this Agreement restricts Your Statutory Rights. In the event that the ACL applies, and there is a conflict between this clause and the ACL, the ACL shall prevail.

(o) This limitation is cumulative. The Owner's liability will not be increased by the existence of more than one incident or claim.

(p) This clause will survive the termination or expiration of this Agreement.


(25) USER WARRANTIES

(a) You hereby provide the following warranties (hereinafter the "User's Warranties"):

(I) That You have the full legal authority and capacity to enter this Agreement.

(II) That You are of sufficient legal age to enter this Agreement under the laws of New South Wales.

(III) That You will only use the Product in accordance with the Licence granted under this Agreement.

(IV) That:

________

(b) In the event that You are a company or other organisation, the person who downloads, installs, uses, purchases or pays any Fee for the Product on behalf of Your company or organisation, or who otherwise agrees to this Agreement on behalf of Your company or organisation, hereby represents and warrants that they have the right, authority and capacity to accept and agree to this Agreement on their own behalf and on behalf of Your company or organisation.

(c) This clause will survive termination or expiration of this Agreement.


(26) USER INDEMNITY

(a) You hereby indemnify, keep indemnified, and hold harmless the Owner against any losses, liabilities, claims, damages, expenses, charges, fines, penalties or other costs whatsoever which the Owner or any directors, employees, officers, agents, representatives or contractors of the Owner may incur, directly or indirectly in relation to:

(I) The use, operation, storage, repair or maintenance of the Product;

(II) Any loss or damage to property in connection with the use, operation, storage, repair or maintenance of the Product;

(III) Any injury (or death) suffered by any person in connection with the use, operation, storage, repair or maintenance of the Product;

(IV) Any loss or destruction of the Product;

(V) Any damage to the Product;

(VI) Any breach of this Agreement by You or by any of Your directors, employees, officers, agents, representatives or contractors;

(VII) Any breach by You or by any of Your directors, employees, officers, agents, representatives or contractors, of any registration, licence, permit, authorisation, regulation, legislation, by-law, ordinance or rule relating to the use of the Product;

(VIII) Any claim made by a third party against the Owner that is related in any way to Your use of the Product; or

(IX) Any costs which the Owner might incur in enforcing its rights under this Agreement, including the Owner's legal costs on a full indemnity basis.

(b) You will not be liable under this clause for any loss, liability, claim, damages, expense, charge, fine, penalty or other cost which is caused by the Owner's gross negligence, wilful misconduct or bad faith.

(c) This clause will survive termination or expiration of this Agreement.


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(a) 5588 885582 8888 8558882 22528252822 25 2528552822 22 2588 825222222.


(28) WARRANTIES REGARDING COMPETITION

(a) Each Party hereby respectively warrants that for the purposes of the Competition and Consumer Act 2010 (Commonwealth):

(II) That this Agreement does not relate to a contract, arrangement, or understanding, or a concerted practice for the purpose, or with the likely effect, of substantially lessening competition;

(III) That this Agreement does not relate to some kind of exclusive dealing between the parties, for the purpose, or with the effect or likely effect, of substantially lessening competition;

(IV) That this Agreement does not relate to some kind of arrangement involving "price fixing", whereby competitors have agreed on pricing rather than competing against each other;

(V) That this Agreement does not relate to some kind of arrangement involving "output restrictions", whereby competitors have agreed to prevent, restrict, or limit the volume or type of particular goods or services available;

(VI) That this Agreement does not relate to some kind of arrangement involving "market sharing", whereby competitors have agreed to divide or allocate customers, suppliers, or territories among themselves rather than allowing competitive market forces to work; and

(VII) That this Agreement does not relate to some kind of arrangement involving "bid rigging" or "collusive tendering", whereby competitors have agreed they will not compete genuinely with each other for tenders, allowing one of the competitors to 'win' the tender.

(b) This clause will survive termination or expiration of this Agreement.


(29) MAINTENANCE

This Licence may include some Product maintenance and support. Please contact the Owner for assistance or further details.


(30) SERVICE INTERRUPTIONS

(a) The Owner may need to interrupt access to the Product to perform maintenance or emergency services on a scheduled or unscheduled basis.

(b) You acknowledge and agree that your access to the Product may be affected by unanticipated or unscheduled downtime, for any reason, but that the Owner shall have no liability for any damage or loss caused as a result of such downtime.


(31) NO AGENCY, PARTNERSHIP OR JOINT VENTURE

No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.


(32) VARIATION OF TERMS

(a) The Owner reserves the right to amend this Agreement without notice.

(b) You will be bound by the version of this Agreement which is in force at the time that You download, install or purchase the Product.


(33) TERMINATION

In the event that You fail to comply with any terms of this Agreement, the Owner may immediately terminate this Agreement without further notice.


(34) PRODUCT AFTER TERMINATION

(a) Upon the termination or expiration of this Agreement, You are not permitted to retain or use the Product or any part of the Product in any way.

(b) Upon the termination or expiration of this Agreement, You must either return any copies of the Product to the Owner if directed by the Owner to do so, or must permanently delete all copies of the Product.


(35) GENERAL PROVISIONS

(a) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of New South Wales and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within New South Wales.

(b) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

(c) RIGHTS, REMEDIES AND POWERS: Unless expressly provided in this Agreement, any rights, remedies or powers which a Party acquires under this Agreement are cumulative and apply in addition to any rights, remedies or powers which that Party may otherwise have. Unless expressly provided in this Agreement, nothing in this Agreement shall in any way reduce, extinguish, postpone, restrict or otherwise limit any right, remedy or power which that Party may have.

(d) SURVIVAL OF OBLIGATIONS: Notwithstanding any other provisions of this Agreement, at the Termination, expiration or Completion of this Agreement, any provisions of this Agreement which would by their nature be expected to survive Termination, expiration or Completion shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive Termination, expiration or Completion.

(e) NO WAIVER: None of the powers or rights created under the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. A power or right under the terms of this Agreement may only be waived in writing, signed by the Party that is waiving the said power or right. No waiver of any power or right under a term of this Agreement shall constitute a waiver of any other power or right or of the same power or right on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.

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(g) 585585 828552585: 552 2552828 52522 2552 82 52852822 22 252 8582282 252225 22 2588 825222222, 2588 825222222 5225282228 252 222852 525222222 8228222 252 2552828 525 8522582528 522 25825 25 822222225522258 52525825258228, 8522525 8582222 25 2558. 552 2552828 8222852 2552 22 8555522828, 522528222528228, 8225828228 25 8288522558 5252222228 522282 2588 825222222 25 252 8582282 252225 22 2588 825222222 258222 58 252528882 25288525 82 2588 825222222. 552 2552828 2585 528228288282 52522 2552 82 22225822 8222 2588 825222222, 2522 585 222 52 82 82 52885282 22 522 522528222528228, 8555522828 25 22525 2528888228 258222 225 25282 85885 552 252528882 25288525 82 2588 825222222.

(h) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.

(i) FORCE MAJEURE/EXCUSE: Neither Party is liable to the other for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, labour or transportation disputes, and other acts which may be due to unforeseen circumstances.

(j) FURTHER ACTS: Each Party must, and must ensure that its directors, employees, officers, agents, representatives and contractors do all things and sign, execute and deliver all documents, agreements and instruments as reasonably required in order to give effect to this Agreement and to the rights and obligations of the Parties created under this Agreement.


(36) CONTACT US

You can contact us about this Agreement or the Licence using the following details:

________

See your document
in progress

END USER LICENSE AGREEMENT

________


IMPORTANT: PLEASE READ THIS DOCUMENT IN ITS ENTIRETY.

BY DOWNLOADING, INSTALLING, PURCHASING OR USING THE PRODUCT NAMED ABOVE, YOU CONFIRM THAT YOU AGREE TO THE TERMS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT UNDERSTAND THE TERMS OF THIS AGREEMENT OR DO NOT INTEND TO BE BOUND BY THEM, DO NOT DOWNLOAD, INSTALL, PURCHASE OR USE THE PRODUCT.


This End User Licence Agreement (hereinafter, "Agreement") governs Your use of the following product(s) (which are hereinafter referred to as the "Product"):

________

The Product may be more specifically described as follows:

________

We may also provide You with access to various other content, documentation, materials, information, goods or services. In this Agreement, these items collectively all form part of "the Product".

The Product is owned and operated by the following organisation (which is hereinafter referred to as the "Owner"): ________

This Agreement constitutes a binding contract between You and the Owner.

This Agreement will govern Your use of all versions, parts and features of the Product.


(1) DEFINITIONS

"Agreement" means this agreement.

"Australian Consumer Law" means the Australian Consumer Law which is contained in the Competition and Consumer Act 2010 (Commonwealth).

"Identifying Information" means information provided by You when registering to use the Items, which may include but is not limited to Your name and email address, a user name and a password.

"Licence" means the licence created under this Agreement, as described under the "Licence" clause of this Agreement.

"Owner IP" includes, but is not limited to, the contents, code, layout, design, colours, appearance, graphics and imagery of the Product, as well as all copyrights, trademarks, trade secrets, patents and other intellectual property contained in the Product.

"Parties" means both You (the user of the Product) and Us (the owner of the Product) collectively.

"Party" means either You (the user of the Product) or Us (the owner of the Product).

"Product" means the following software product:

________

the further details of which are as follows:

________

the terms and conditions of which are accessible via the following URL:

________

and includes:

(a) any software which We provide to You; and

(b) any materials, information or documentation that We may provide to You in connection with Your use of this software product including documentation, data, information developed by Us or owned by Us, and other materials which may assist in Your use of the software product; and

(c) any content, writing, images, audiovisual content or other information published on the software or on the materials, information or documentation that We provide to You.

"Us", "We", "Our" or "the Owner" refers to ________

"Us", "We", "Our" or "the Owner" also includes any employees, affiliates, agents or other representatives of ________

"You", "Your" or "User" refers to the user of the Product.


(2) INTERPRETATION

In this Agreement, unless the context otherwise requires, the following rules of interpretation shall apply:

(a) Words referring to one gender include every other gender.

(b) Words referring to a singular number include the plural, and words referring to a plural include the singular.

(c) If a word or phrase is defined in this Agreement then any grammatical variations of that word or phrase have a corresponding meaning.

(d) Words referring to a person or persons include firms, corporations, associations, partnerships, joint ventures, authorities, government bodies, organisations and other legal entities, and vice versa.

(e) Any reference to time is a reference to time in New South Wales.

(f) In the event that something must be done under this Agreement on or before a particular date, if that date falls on a day which is not a business day, then that thing must be done on or before the next business day.

(g) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

(h) Headings and titles are included in this Agreement for convenience only and shall not affect the interpretation of this Agreement.

(i) Each Party must, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to this Agreement and the events contemplated by it.

(j) A reference to legislation or any part or provision of that legislation includes any subordinate legislation, any amended legislation, and any substituted legislation issued under that legislation.

(k) A reference to an agreement or document is a reference to that agreement or document as amended, replaced, supplemented or novated from time to time.

(l) A reference to a Party also includes that Party's successors, assigns, legal personal representatives and/or any person that is substituted by way of novation.

(m) Any reference to money or currency, unless otherwise specified, is a reference to Australian dollars.


(3) USER ACCEPTANCE

(a) By downloading, installing, using, purchasing or paying any Fee for the Product, You hereby agree to be bound by the terms of this Agreement.

(b) This Agreement constitutes a binding agreement between You and the Owner.

(c) If You do not understand the terms of this Agreement or do not agree to be bound by them, then you must not download, install, use, purchase or pay any Fee for the Product.


(4) LICENCE

The Owner hereby grants to You a non-exclusive, non-transferable, revocable, limited licence to use the Product (the "Licence").


(5) FEES

(a) In return for the Licence granted to You under this Agreement, You hereby agree to pay fees to the Owner ("Fees") which shall be a one-time flat payment of $________ (________) payable in advance.

(b) The Owner may increase this Fee amount by providing notice to the User. By continuing to use the Product after having received such notice, the User agrees to pay such increased Fees.


(6) GOODS AND SERVICES TAX

(a) Unless otherwise explicitly agreed to by the Owner, the Fees payable under this Agreement exclude GST.

(b) In the event that GST is payable on the Fees under this Agreement, You will pay to the Owner an amount equal to the GST payable on the Fees ("the GST Amount"), calculated by multiplying the Fees by the prevailing GST rate.

(c) You must pay the GST Amount to the Owner at the same time and in the same manner as the Fees are payable.

(d) Any obligation on You to pay the GST Amount under this clause is conditional on the Owner providing You with a valid tax invoice in accordance with GST Law.


(7) TERM

(a) This Agreement, and the Licence granted under it, are effective on the date You first download, install, use, purchase or pay any Fee for the Product (whichever is the earliest).

(b) This Agreement, and the Licence granted under it, continues for as long as you use, retain, or continue paying any Fee for the Product, unless terminated under this Agreement.


(8) SOFTWARE UPDATES

(a) The Owner may from time to time release software updates, patches, upgrades, bug fixes or other modifications for the Product (hereinafter "Updates").

(b) You may be required to install Updates in order to use the Product.

(c) You agree to promptly install any Updates that the Owner provides.

(d) Updates may be installed automatically, without any additional notice being provided to You, and without any additional consent being sought from You.

(e) By downloading, installing, using, purchasing or paying any Fee for the Product, You also consent to these Updates.

(f) If You do not want to receive Updates, You must not download, install, use, purchase or pay any Fee for the Product.


(9) LICENCE FOR ONE COMPUTER OR DEVICE

(a) The Licence permits You to download, install and use the Product on one (1) computer or device.

(b) The Licence permits You to save an archived copy of the Product on a storage device, only for the purpose of reinstalling the Product.

(c) The Licence does not permit You to download, install or use the Product on more than one (1) computer or device at any time.

(d) The Licence does not permit You to share the Product, or any part of the Product, with other users.

(e) The Licence does not permit You to download, install or use the Product on any system that allows multiple users, including but not limited to:

(I) any system or network that is accessible by multiple users;

(II) any system or network that allows shared use of applications; and

(III) any other system or network that allows any user(s) other than You to download, install or use the Product.

except in the event that You have a valid licence for each copy of the Product on each individual computer(s) or device(s) on which you download, install or use the Product.


(10) RIGHTS IN THE PRODUCT

(a) This Agreement is a licence. It is not an assignment agreement or a sale agreement.

(b) In no event will this Agreement be deemed to assign any intellectual property rights in the Product from the Owner to You.

(c) The Owner retains any and all Owner IP and all other rights and title to the Product, except for those rights which are expressly licensed to You in this Agreement.


(11) INTELLECTUAL PROPERTY

You agree that the Product, the Owner's website and all services provided by the Owner are the property of the Owner, including all Owner IP. You agree that the Owner owns all right, title and interest in and to the Owner IP and that you will not use the Owner IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Owner IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Owner.


(12) NO REPLICATION

The Licence does not permit You to replicate or copy (or permit any other user to replicate or copy) the Product (whether in part or in full). You are prohibited from replicating, copying or permitting any other user to replicate or copy the Product or any part of the Product, except:

(a) In the event that Your legitimate use of the Product requires a temporary copy to be stored in computer memory; or

(b) With the Owner's prior written consent.


(13) NO MODIFICATION OR ALTERATION

You may not modify or alter the Product (including any files or any other parts of the Product) in any way, except with the Owner's prior written consent.


(14) NO DERIVATIVE WORKS

You may not create, develop, or attempt to create or develop any derivative works based on the Product or any works serving the same purpose or providing the same features as the Product.


(15) REVERSE ENGINEERING AND SECURITY

You may not undertake any of the following actions:

(a) Attempting to derive the source code for the Product, for example by reverse engineering, deconstructing, decompiling or disassembling the Product or the Owner's website;

(b) Violating the security of the Product through any unauthorised access, circumvention of encryption or other security tools, data mining or interference to any host, user or network; or

(c) Copying or otherwise distributing copies of the Product unlawfully, such as through any peer-to-peer network or other intellectual property circumvention tool.


(16) NO RELEASE OF PERFORMANCE DATA

Except with the prior written consent of the Owner, You may not release or communicate results from any functional evaluation or performance evaluation of the Product to any third party or third parties.


(17) NO UNLAWFUL USE

You agree not to use the Product for any unlawful purpose.


(18) NO SPAM

You are strictly prohibited from using the Product or any of the Owner's services for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.


(19) OTHER GENERAL RESTRICTIONS

(a) You agree not to use the Product in any way that could damage the Owner's website, services, reputation, or the general business of the Owner, or for any purpose prohibited under this clause.

(b) You further agree not to use the Product:

(I) To harass, abuse, or threaten others or otherwise violate any person's legal rights;

(II) To violate any intellectual property rights of the Owner or any third party;

(III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

(IV) To perpetrate any fraud;

(V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;

(VI) To publish or distribute any obscene or defamatory material;

(VII) To publish or distribute any material that incites violence, hate, or discrimination towards any group

(VIII) To unlawfully gather information about others; or

(IX) In the following manner:

________


(20) USER REGISTRATION

(a) You may be asked to register with the Owner in order to use or access the Product.

(b) If You register with the Owner, You may be asked to provide Identifying Information which may include but is not limited to personal details such as Your name and email address, as well as choosing a user name and a password. This Identifying Information will allow You to access the Product.

(c) You acknowledge that You are responsible for ensuring the accuracy of any Identifying Information You provide as part of the registration process.

(d) You agree that You will not share your Identifying Information with any third party and if You discover that Your Identifying Information has been compromised, You agree to notify the Owner immediately in writing.

(e) You acknowledge that You are responsible for maintaining the safety and security of Your Identifying Information as well as keeping the Owner informed of any changes to Your Identifying Information.

(f) You acknowledge that providing false or misleading information, or using the Product to further fraud or unlawful activity is grounds for immediate termination of this Agreement.


(21) PRIVACY

(a) Through Your use of the Product, You may provide the Owner with some of Your personal information. By using the Product, You authorise the Owner to use Your information in Australia and any other country where the Owner operates.

(b) The Owner takes its privacy obligations very seriously.

(c) Please refer to the Owner's privacy policy for further information about what information the Owner collects, how that information is used and stored, and Your rights in relation to it.


(22) CONSENT TO DATA USE

You hereby agree that We may collect, monitor, review, analyse, use, share or sell to third parties, data or information We collect from Your use of the Product.


(23) NO TRANSFER, ASSIGNMENT OR SUB-LICENCE

(a) This Licence is non-transferrable.

(b) You are prohibited from assigning, selling, renting, sub-licensing, leasing, or transferring in any other way any or all of Your rights under this Licence, except with the Owner's prior written consent.

(c) This clause will survive termination or expiration of this Agreement.


(24) LIMITATION OF LIABILITY

(a) You may have certain rights under the ACL, or under other similar or related consumer protection laws.

(b) The ACL (or any other similar or related consumer protection laws) may give You certain rights, warranties, guarantees and remedies regarding the provision of goods or services by the Owner, which cannot be excluded, modified or restricted by the Owner ("Statutory Rights").

(c) Your liability to the Owner is governed solely by the ACL, if applicable, (and any other similar or related consumer protection laws) and by this Agreement.

(d) Unless otherwise expressly provided in writing by the Owner, all guarantees, warranties, representations and conditions are expressly excluded except for any Statutory Rights which are required by law.

(e) The Owner excludes all conditions and warranties implied by custom, law or statute, except for Your Statutory Rights, and the Owner expressly disclaims all warranties of any kind including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement of third party rights.

(f) You hereby acknowledge and agree that You use the Product at Your sole risk.

(g) You hereby acknowledge and agree that the Product is provided to You "as-is".

(h) You hereby acknowledge and agree that You are solely responsible for evaluating and for determining whether the Product is fit for Your purpose.

(i) When Your Statutory Rights apply, to the maximum extent possible, the Owner's liability in respect of any claim is limited to, at Your option:

(I) in the case of goods:

(A) a replacement of the goods;

(B) the supply of equivalent goods;

(C) a repair of the goods;

(D) the payment of the cost of replacing the goods;

(E) the payment of the cost of acquiring equivalent goods or of having the goods supplied again; or

(F) the payment of the cost of having the goods repaired; and

(II) in the case of services:

(A) the supply of the services again; or

(B) the payment of the cost of having the services supplied again.

(j) To the maximum extent permitted by law, except as otherwise provided in this Agreement, and except in cases of death or personal injury caused by the Owner's gross negligence, wilful misconduct or bad faith, the Owner's liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the fulfilment of obligations under this Agreement, liability shall be limited to Fees paid by You to the Owner.

(k) To the maximum extent permitted by law, and except as otherwise provided in this Agreement, the Owner shall not be liable to You in contract, tort, negligence, breach of statutory duty or otherwise for any indirect, consequential, incidental, special, punitive or exemplary loss, damages, costs or expenses of any nature whatsoever including without limitation any economic loss, data loss, loss of goodwill or other loss of turnover, profits or business.

(l) For the sake of clarity, in no event will the Owner be liable for any consequential, indirect, incidental or special damages of any kind including any damages for loss of revenue, profits, interruption of business, or loss of data, even if the possibility of such loss was made known to the Owner.

(m) To the maximum extent permitted by law, and except as otherwise expressly provided in this Agreement, the Owner hereby disclaims any and all warranties of quality, whether express or implied, including but not limited to any warranties of merchantability and fitness for a particular purpose. You acknowledge that You are relying solely on Your own investigations, inspections and/or examinations and have not been induced by the Owner or any of Owner's agents or representatives making any statements as to the quality or condition of the Product.

(n) Nothing in this Agreement restricts Your Statutory Rights. In the event that the ACL applies, and there is a conflict between this clause and the ACL, the ACL shall prevail.

(o) This limitation is cumulative. The Owner's liability will not be increased by the existence of more than one incident or claim.

(p) This clause will survive the termination or expiration of this Agreement.


(25) USER WARRANTIES

(a) You hereby provide the following warranties (hereinafter the "User's Warranties"):

(I) That You have the full legal authority and capacity to enter this Agreement.

(II) That You are of sufficient legal age to enter this Agreement under the laws of New South Wales.

(III) That You will only use the Product in accordance with the Licence granted under this Agreement.

(IV) That:

________

(b) In the event that You are a company or other organisation, the person who downloads, installs, uses, purchases or pays any Fee for the Product on behalf of Your company or organisation, or who otherwise agrees to this Agreement on behalf of Your company or organisation, hereby represents and warrants that they have the right, authority and capacity to accept and agree to this Agreement on their own behalf and on behalf of Your company or organisation.

(c) This clause will survive termination or expiration of this Agreement.


(26) USER INDEMNITY

(a) You hereby indemnify, keep indemnified, and hold harmless the Owner against any losses, liabilities, claims, damages, expenses, charges, fines, penalties or other costs whatsoever which the Owner or any directors, employees, officers, agents, representatives or contractors of the Owner may incur, directly or indirectly in relation to:

(I) The use, operation, storage, repair or maintenance of the Product;

(II) Any loss or damage to property in connection with the use, operation, storage, repair or maintenance of the Product;

(III) Any injury (or death) suffered by any person in connection with the use, operation, storage, repair or maintenance of the Product;

(IV) Any loss or destruction of the Product;

(V) Any damage to the Product;

(VI) Any breach of this Agreement by You or by any of Your directors, employees, officers, agents, representatives or contractors;

(VII) Any breach by You or by any of Your directors, employees, officers, agents, representatives or contractors, of any registration, licence, permit, authorisation, regulation, legislation, by-law, ordinance or rule relating to the use of the Product;

(VIII) Any claim made by a third party against the Owner that is related in any way to Your use of the Product; or

(IX) Any costs which the Owner might incur in enforcing its rights under this Agreement, including the Owner's legal costs on a full indemnity basis.

(b) You will not be liable under this clause for any loss, liability, claim, damages, expense, charge, fine, penalty or other cost which is caused by the Owner's gross negligence, wilful misconduct or bad faith.

(c) This clause will survive termination or expiration of this Agreement.


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(28) WARRANTIES REGARDING COMPETITION

(a) Each Party hereby respectively warrants that for the purposes of the Competition and Consumer Act 2010 (Commonwealth):

(II) That this Agreement does not relate to a contract, arrangement, or understanding, or a concerted practice for the purpose, or with the likely effect, of substantially lessening competition;

(III) That this Agreement does not relate to some kind of exclusive dealing between the parties, for the purpose, or with the effect or likely effect, of substantially lessening competition;

(IV) That this Agreement does not relate to some kind of arrangement involving "price fixing", whereby competitors have agreed on pricing rather than competing against each other;

(V) That this Agreement does not relate to some kind of arrangement involving "output restrictions", whereby competitors have agreed to prevent, restrict, or limit the volume or type of particular goods or services available;

(VI) That this Agreement does not relate to some kind of arrangement involving "market sharing", whereby competitors have agreed to divide or allocate customers, suppliers, or territories among themselves rather than allowing competitive market forces to work; and

(VII) That this Agreement does not relate to some kind of arrangement involving "bid rigging" or "collusive tendering", whereby competitors have agreed they will not compete genuinely with each other for tenders, allowing one of the competitors to 'win' the tender.

(b) This clause will survive termination or expiration of this Agreement.


(29) MAINTENANCE

This Licence may include some Product maintenance and support. Please contact the Owner for assistance or further details.


(30) SERVICE INTERRUPTIONS

(a) The Owner may need to interrupt access to the Product to perform maintenance or emergency services on a scheduled or unscheduled basis.

(b) You acknowledge and agree that your access to the Product may be affected by unanticipated or unscheduled downtime, for any reason, but that the Owner shall have no liability for any damage or loss caused as a result of such downtime.


(31) NO AGENCY, PARTNERSHIP OR JOINT VENTURE

No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.


(32) VARIATION OF TERMS

(a) The Owner reserves the right to amend this Agreement without notice.

(b) You will be bound by the version of this Agreement which is in force at the time that You download, install or purchase the Product.


(33) TERMINATION

In the event that You fail to comply with any terms of this Agreement, the Owner may immediately terminate this Agreement without further notice.


(34) PRODUCT AFTER TERMINATION

(a) Upon the termination or expiration of this Agreement, You are not permitted to retain or use the Product or any part of the Product in any way.

(b) Upon the termination or expiration of this Agreement, You must either return any copies of the Product to the Owner if directed by the Owner to do so, or must permanently delete all copies of the Product.


(35) GENERAL PROVISIONS

(a) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of New South Wales and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within New South Wales.

(b) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

(c) RIGHTS, REMEDIES AND POWERS: Unless expressly provided in this Agreement, any rights, remedies or powers which a Party acquires under this Agreement are cumulative and apply in addition to any rights, remedies or powers which that Party may otherwise have. Unless expressly provided in this Agreement, nothing in this Agreement shall in any way reduce, extinguish, postpone, restrict or otherwise limit any right, remedy or power which that Party may have.

(d) SURVIVAL OF OBLIGATIONS: Notwithstanding any other provisions of this Agreement, at the Termination, expiration or Completion of this Agreement, any provisions of this Agreement which would by their nature be expected to survive Termination, expiration or Completion shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive Termination, expiration or Completion.

(e) NO WAIVER: None of the powers or rights created under the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. A power or right under the terms of this Agreement may only be waived in writing, signed by the Party that is waiving the said power or right. No waiver of any power or right under a term of this Agreement shall constitute a waiver of any other power or right or of the same power or right on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.

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(h) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.

(i) FORCE MAJEURE/EXCUSE: Neither Party is liable to the other for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, labour or transportation disputes, and other acts which may be due to unforeseen circumstances.

(j) FURTHER ACTS: Each Party must, and must ensure that its directors, employees, officers, agents, representatives and contractors do all things and sign, execute and deliver all documents, agreements and instruments as reasonably required in order to give effect to this Agreement and to the rights and obligations of the Parties created under this Agreement.


(36) CONTACT US

You can contact us about this Agreement or the Licence using the following details:

________