1.1. Subject to the Licensee’s compliance with this Agreement, the Licensor grants to the Licensee, a non-exclusive, non-transferable, revocable licence (“Licence”) to:

1. access, use and interface with the Software online via its application programming interfaces (APIs);
2. use any app version of the Software which the Licensor publishes from time to time;
3. for enterprises only, where agreed in advance with the Licensor, have the Software installed on the Licensee’s designated on-premises server or the Licensee’s own cloud infrastructure; and
4. have the Software used by the Licensee’s Authorised Users (as described below).

1.2. The term of the Licence will, subject to clause 4, be one of the following:

1. limited to a specific period of time, which may or may not be capable of renewal, as further described below (“Subscription Licence”);
2. limited to accessing specific functionality on a one-off or transactional basis (“Pay Per Use Licence”); or
3. limited to an evaluation term (“Evaluation Licence”). An Evaluation Licence may also be granted in relation to alpha or beta versions of the Software for the purposes of testing the Software by the Licensee.

1.3. The term of the Licence will begin on the Licensee’s first installation or first use of the Software.

1.4. The Licensor may, as part of the grant of a Licence, specify limitations on the level of usage of the Software and the availability of certain features or functionality (“Usage Limits”). The Usage Limits will be specified by the Licensor at the time of the Licensee’s first use of the Software, or purchase of a Subscription Licence or Pay Per Use Licence (whichever is applicable). In respect of a Subscription Licence, the Licensee’s Usage Limits are fixed for the Subscription Term, or may be increased (but not decreased) by the Licensee or the Licensor during a Subscription Term, either temporarily or for the remainder of any Subscription Term, subject to clause 3.2.

1.5. If the Licensee is initially granted an Evaluation Licence, the Licensee may purchase a Subscription Licence or Pay Per Use Licence as further described in clauses 3.2 and 3.3.

1.6. The Licensee may not sublicense, deliver, transfer or assign the Licence to any other person without the written permission of the Licensor.

1.7. Unless otherwise agreed to in writing by the Licensor, the Licensee may only use and access the Software via the permitted uses described in clauses 1.1(a) to 1.1(d). The Licensee must not install or use the Software in any other way.

1.8. All rights in and to the Software and Materials which are not expressly granted under this Agreement are strictly reserved by the Licensor.

2.1. The Licensee will be granted one primary Account to use and access the Software. If provided by the functionality of the Software, the Licensee may also sub-licence its usage rights to one or more of its employees or consultants (each an “Authorised User”) to access and use the Software on the Licensee’s behalf.

2.2. The Licensee and each Authorised User must set up an Account to use and access the Software. Only Authorised Users of the Licensee, who have set up an Account with the Licensor, may use or access the Software. No other person may be granted the right by the Licensee to access or use the Software.
2.3. The Licensee shall be responsible for each use of the Software by its Authorised Users and each act, omission or negligence of an Authorised User in relation to its use of the Software, or this Agreement, shall be an act, omission or negligence of the Licensee. The Licensee indemnifies the Licensor against any and all loss, cost, expense or damage suffered or incurred by the Licensor, as a result of any and all uses of the Software by the Authorised Users, and from any breach of this Agreement caused by an Authorised User.
2.4. If a person has entered into this Agreement in its capacity as an Authorised User of the Licensee then that person:

1. is bound by this Agreement in its capacity as an Authorised User;
2. has all the rights and obligations under this Agreement which are imposed on the Licensee (however it may only appoint other Authorised Users of the Software who are Authorised Users of the Licensee); and
3. is bound under this Agreement as if named as the Licensee.

2.5. The Licensor may, from time to time, amend or place restrictions on the requirements needed to create an Account.

2.6. The Licensee agrees:

1. that each Account (whether the Licensee’s or each Authorised User’s) will be created using the Licensor’s online sign up process, or any other method specified by the Licensor from time to time;
2. to keep confidential and secure, and to ensure that each Authorised User keeps confidential and secure, any username or password used to access the Account;
3. to be responsible for all uses of the Licensee’s Account by its employees or agents, and for each Authorised User’s use of their Account;
4. that it warrants that all information provided by the Licensee to the Licensor in the setup of its and each Authorised User’s Account is true and correct in every detail;
5. that the Licensee, and each Authorised User, will only use their Account for the purposes of using the Software in accordance with this Agreement, and for no other purpose;
6. that it, and each Authorised User, may receive communications, alerts and/or other such notifications from the Licensor, via the Software or via any other method which the Licensee or each Authorised User agrees to (including, for example, via their mobile phone or email), for commercial purposes (the recipient is able to opt out or unsubscribe from these if they wish); and
7. that the Licensee and each Authorised User will:
   1. only use the Software in accordance with the permitted uses and functionality described in its user manuals (or similar documentation) from time to time; anc
   2. not use their Account in a fraudulent or illegal manner, or email, upload or send any materials from their Account which are offensive, unlawful, harassing, libelous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable.

2.7. Without limiting the Licensor’s rights, the Licensee acknowledges and agrees that the Licensor may suspend usage of the Licensee’s and/or an Authorised User’s Account at any time in its sole and absolute discretion if the Licensee considers that:

1. the Licensee or an Authorised User is in breach of this Agreement; or
2. doing so is required for urgent maintenance of the Software.

3.1. Subscription Licences

1. If the Software is provided on an Evaluation Licence basis, then this Licence commences on the date that the Software is first used and expires:
   1. at the end of the evaluation period specified by the Licensor at the time the Licence is granted; or
   2. until such time that Licensor notifies the Licensee that the Evaluation Licence will no longer be available,
      whichever occurs first (“Evaluation Term”).
2. This Licence terminates automatically without notice from the Licensor upon the expiration of the Evaluation Term, unless the Licensee elects to purchase a Subscription Licence or Pay Per Use Licence. Upon expiry or termination of the Evaluation Licence the Licensee must, without limitation, comply with its obligations under clause 4.5.

3.2. Subscription Licences

1. The Licensor may offer the Licensee an opportunity to purchase a Subscription Licence for the Software. The Licensee may purchase a Subscription Licence (if offered by the Licensor) at any time by visiting https://pi.exchange, via https://aiaengine.com, or via the purchase functionality contained in the Software.
2. The Licensor may offer different types of Subscription Licences which may vary by the price payable (“Subscription Price”), term of the Subscription Licence (“Subscription Term”), functionality or Usage Limits. The different types of Subscription Licences may, without limitation, include Licences for individuals, teams, businesses or enterprises.
3. The Licensor will specify the payment terms of the Subscription Price at the time a Subscription Licence is purchased. These payment terms may require, as specified by the Licensor, that the Subscription Price is paid in full upfront, payable in installments, or paid at a later date (“Payment Terms”).
4. If the Subscription Price is not paid at the time of purchase (including where it is payable in installments or by a later date), then the Subscription Price remains a debt due and payable in full to the Licensor by the Licensee, irrespective of whether this Agreement is terminated prior to the Subscription Term by either party.
5. The Licensor will specify a method of payment at the time of purchase which may include (where offered by the Licensor) payment by direct transfer, direct debit, credit card, PayPal or the transfer of crypto currencies or digital tokens to the value of the Subscription Price (“Payment Method”).
6. If the Licensee holds a Subscription Licence, but wishes to change to a different type of Subscription Licence (such as one with a different Subscription Term or Usage Limits) then the Licensee may do so via the Licensee’s Account, via https://pi.exchange, via https://aiaengine.com, or via functionality contained in the Software (as available), or by contacting the Licensor directly. The Licensor may require that the Subscription Term be extended or that the Subscription Price be increased upon the change of a Subscription Licence. If there is an increase in the Subscription Price, then the increased amount must be paid in accordance with the Payment Terms specified by the Licensor at the time of change.
7. For the avoidance of doubt, if the Licensee varies a Subscription Licence during the Subscription Term, there will be no refund or reductions to the Subscription Price paid or payable by the Licensee for the then-current Subscription Term, even if the published Subscription Price for the varied licence type or Usage Limits are lower than the amount paid for the original Subscription Licence.
8. The Licensor may at any time during the Subscription Term, vary the terms applicable to a Subscription Licence, including (without limitation) amending the type of Subscription Licence, Usage Limits, functionality or the Subscription Price. Any variations will take effect from the next billing period after the Licensor has notified the Licensee of the changes by email. Where any variations result in reduced functionality of the Software for the Licensee, the Licensee may be entitled to a refund on a proportionate basis determined by the Licensor.
9. At the conclusion of a Subscription Term, each Subscription Licence will be automatically renewed by the Licensor, unless:
   1. the Licensor notifies the Licensee prior to the conclusion of the Subscription Term that it won’t be renewing the Subscription Licence; or
   2. the Licensee terminates this Agreement no less than 30 days prior to the conclusion of the Subscription Term in accordance with clause 4.3.
10. The Subscription Price payable on renewal will be as specified by the Licensor at the time of, or prior to renewal. Unless otherwise specified by the Licensor to the contrary, the Payment Terms for an existing Subscription Licence will continue to apply to any renewal of the Subscription Licence. Upon such renewal, the Licensee must pay the Subscription Price using one of the Payment Methods, and the Licensee further consents to the Licensor automatically charging any credit card, or using direct debit then in effect, for the amount of the Subscription Price then due, or due at any time after renewal (as agreed as part of the Payment Terms).

3.3. Pay Per Use Licence

1. The Licensor may offer the Licensee a Pay Per Use License to use specific functionality of the Software on a one-off basis (“Single Use”), or for a specified number of Single Uses (“Multiple Use”).
2. A Pay Per Use Licence may be subject to one or more Usage Limits specified by the Licensor.
3. The Licensee may purchase a Pay Per Use Licence from the Licensor’s website, https://pi.exchange, via https://aiaengine.com, or via any purchase functionality contained in the Software. At the time of purchase, the Licensor will specify whether the Pay Per Use Licence is for a Single Use or for a Multiple Use and the price payable (“Pay Per Use Price”), the applicable Payment Terms, and the Payment Methods which the Licensee may use to pay the Pay Per Use Price.
4. If the Pay Per Use Price is not paid at the time of purchase (including where it is payable in installments or by a later date), then the Pay Per Use Price remains a debt due and payable in full to the Licensor by the Licensee.
5. If the Licensee holds a Pay Per Use Licence, but wishes to change the Single Use or Multiple Use allowances under the Pay Per Use Licence, then the Licensee may do so via the Licensee’s Account, via https://pi.exchange, via https://aiaengine.com or via functionality contained in the Software (as available). The Licensor may require that the Pay Per Use Price be increased upon the change of a Pay Per Use Licence. If there is an increase in the Pay Per Use Price, then the increased amount must be paid in accordance with the Payment Terms specified by the Licensor at the time of change.
6. For the avoidance of doubt, if the Licensee varies a Pay Per Use Licence before the Single Use or Multiple Use allowances are exhausted, there will be no refund or reductions to the Pay Per Use Price paid or payable by the Licensee for the Pay Per Use Licence, even if the published Pay Per Use Price for the new licence type or Usage Limits are lower than the amount paid for the original Pay Per Use Licence.
7. The Licensor may, if specified at the time the Pay Per Use Licence is purchased by the Licensee, automatically renew the Pay Per Use Licence, and charge the Licensee the same Pay Per Use Price, using the same Payment Method specified by the Licensor in the original Pay Per Use Licence unless:
   1. the Licensor notifies the Licensee prior to exhaustion of the Single Use or Multiple Use allowance that it won’t be renewing the Pay Per Use Licence; or
   2. the Licensee terminates this Agreement in accordance with clause 4.3.
8. If there is no renewal specified for the Pay Per Use Licence, the Pay Per Use Licence will terminate once the Licensee has exhausted its Single Use or Multiple Use allowance for the Pay Per Use Licence and the Licensee may not use the Software again without:
   1. purchasing another Pay Per Use Licence;
   2. purchasing a Subscription Licence; or
   3. obtaining an Evaluation Licence.

4.1. This Agreement and the Licensee’s rights under this Agreement may be terminated at any time by the Licensor on the provision of written notice to the Licensee if:

1. the Licensee, or any of its Authorised Users, is in breach of this Agreement or a Third Party Licence (as that term is defined in clause 11.1);
2. the Licensee becomes insolvent, bankrupt, is wound up, or has an administrator, liquidator or receiver appointed over it or its assets; or
3. another agreement between the Licensee and the Licensor permits the Licensor to terminate this Agreement.

4.2. This Agreement and the Licence will automatically terminate if:

1. a Subscription Licence is purchased, then at the end of the Subscription Term, if the Subscription Licence is not renewed by either party;
2. in the case of a Pay Per Use Licence, as described in clause 3.3(h); or
3. if an Evaluation Licence is granted, then in accordance with clause 3.1(b).

4.3. The Licensee may terminate this Agreement at any time, and for any reason:

1. by disabling its Account using functionality contained in the Software, in which case the date of termination will be 30 days after the date the Account is disabled (and the Licensee agrees that the disablement of the Licensee’s Account will automatically act to disable the Accounts of all of its Authorised Users); or
2. by no less than 30 days written notice to the Licensor, and in which case the date of termination will be the day following the conclusion of that notice period.

4.4. Subject to clause 12.2, if the Licensee holds a Subscription Licence or Pay Per Use Licence and the Licensee terminates this Agreement prior to the conclusion of the Subscription Term, or prior to making use of all functionality permitted by the Pay Per Use Licence (as applicable), or if this Agreement is terminated by the Licensor under clause 4.1, then the Licensee agrees that any amount of the Subscription Price or Pay Per Use Price remaining unpaid in respect of that Subscription Term or Pay Per Use Licence, will be due and payable immediately in full by the Licensee to the Licensor, without any deduction, on the date of termination of this Agreement. The Licensee shall also have no entitlement to a refund, or pro-rata refund, of any amount of the Subscription Price or Pay Per Use Price already paid.

4.5. Upon and following the termination of this Agreement:

1. the Licensee will cease using the Software and will ensure that all of its Authorised Users cease using the Software;
2. the Licensor may in its sole and absolute discretion, refuse to grant any future licence to the Licensee to use the Software;
3. the Licensor may delete all of the Licensee’s and its Authorised User’s Accounts and remotely disable the Licensee’s and each Authorised User’s access and use of the Software;
4. the Licensor may delete all copies of the Licensee Data stored by the Software without any notification to the Licensee;
5. the Licensee will delete or destroy, or where specified by the Licensor, return to the Licensor, any Material supplied by the Licensor. If the Software is installed on the Licensee’s servers or private cloud, then the Licensee will delete that Software installation; and
6. nothing herein shall be construed to release either party from any obligation that arose prior to the effective date of such termination.

4.6. Clauses 8, 9, 10, 11 and 13 of this Agreement will survive the termination of this Agreement.

5.1. If the Licensor releases any new version, new release or upgrades of the Software (each an “Upgrade”), and provides access and use of the Upgrade to the Licensee as described below, then this Agreement will continue to apply to the Upgrade (as if the Upgrade were the “Software”).

5.2. The Licensee will have no entitlement to receive Upgrades or Support Services if the Licensee holds an Evaluation Licence. However, the Licensor may choose to provide, and withdraw the provision of, any of the same to the Licensee in the Licensor’s sole and absolute discretion.

5.3. The Licensor reserves the right to modify, suspend or discontinue, temporarily or permanently, any functionality contained in the Software or any service to which it connects, with or without notice and without liability to the Licensee.

5.4. Upgrades may modify or delete certain features and/or functionality of the Software. The Licensee agrees that the Licensor has no obligation to:

1. provide any Upgrades; or
2. continue to provide or enable any particular features and/or functionality of the Software to the Licensee in any Upgrade.

5.5. If a Subscription Licence is purchased then, during the Subscription Term:

1. the Licensee will be entitled to receive Support Services; and
2. the Licensee will be granted the right to receive and use all Upgrades of the Software which are made available to the Licensor’s customers generally during the Subscription Term.

5.6. If a Pay Per Use Licence is purchased, then the Licensee will be entitled to use the then current version of the Software available at the time of each Single Use or Multiple Use. The Licensee shall also be entitled to receive Support Services until such time as the Pay Per Use Licence is exhausted or terminates.

6.1. Subject to clause 5.1, the Licensee is only entitled to receive Support Services if it holds a Subscription Licence or Pay Per Use Licence.

6.2. The support services will be provided as follows (“Support Services”):

1. the provision of a contact phone number or email, or online chatbot, whereby the Licensee may place queries with Licensor in relation to the use of the Software, or any error in the Software; and
2. the attempted rectification of errors in the Software which are reported by the Licensee to the Licensor, including by way of (at the Licensor’s sole discretion):
   1. providing the Licensee with a workaround;
   2. undertaking programmatic changes to the Licensee’s copy of the Software; or
   3. produce an Upgrade of the Software, which attempts to rectify the relevant error or defect.

6.3. The Licensee acknowledges that not all errors or defects in the Software are capable of rectification.

6.4. The Licensee acknowledges that the Licensor may refuse to provide Support Services where:

1. the Licensee is in breach of this Agreement; or
2. the error or defect reported by the Licensee:
   1. is not reproducible by the Licensor;
   2. is determined by the Licensor to not be an error or defect, but instead to be an intended consequence of the functionality of the Software; or
   3. is determined by the Licensor to be new functionality or a customisation of existing functionality.

7.1. The Licensee may from time to time request that the Licensor provide (“Consulting Services”):

1. a higher level of Support Services over and above those set out in this Agreement;
2. modifications to the Software specifically for the Licensee;
3. the installation of the Software on servers controlled by the Licensee; or
4. general consulting services.

7.2. The Licensor is under no obligation to provide Consulting Services, but should it choose to do so, then those Consulting Services shall be provided under the terms of a separate agreement between the parties.

8.1. The Licensee acknowledges that the Licensor has made no warranties that the Software is error-free. If the Software has been provided as part of an Evaluation Licence for testing purposes, then the Licensee acknowledges that the Software may only be an alpha or beta version, and may contain errors. In such circumstances, the Licensee accepts all risk in using any alpha or beta version of the Software.

8.2. The Licensee acknowledges that the Licensor has not made and will not make any express or implied warranties in relation to the Software or any other goods or services provided by the Licensor under this Agreement, other than those warranties expressly contained in this Agreement. Subject to clauses 8.5 or 8.6, any term that would be implied into this Agreement, including without limitation any condition or warranty, is hereby excluded.

8.3. Subject to clauses 8.5 or 8.6, the Licensee agrees that the Licensor will not be liable in respect of any claim by the Licensee (whether contractual, tortious, statutory or otherwise) for any direct, special, incidental, indirect or consequential damages or injury including, but not limited to, economic loss, any loss of profits, contracts, revenue or data arising out of or in connection with the provision of the Software or the provision of any other goods or services under this Agreement and whether as a result of any breach or default, by the Licensor.

8.4. The maximum liability of the Licensor under this Agreement for any and all breaches of this Agreement, and for any negligence in relation to this Agreement, will not exceed:

1. the Subscription Price paid for the Software by the Licensee for the then-current Subscription Term;
2. the Pay Per Use Price paid for a Pay Per Use Licence; or
3. if no Subscription Price or Pay Per Use Price is paid, AUD $10.

8.5. If the Competition and Consumer Act 2010 (Cth) (or analogous legislation) applies to this Agreement and permits the limitation of liability for breach of warranty implied by statute, the liability of the Licensor is limited, at the option of the Licensor, to:

1. in the case of goods, any one or more of the following:
   1. the replacement of the goods or the supply of equivalent goods;
   2. the repair of the goods;
   3. the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; and
2. in the case of services:
   1. the supplying of the services again; or
   2. the payment of the cost of having the services supplied again.

8.6. Any of the terms and conditions of this Agreement which limit or exclude any term, condition or warranty, express or implied, or the liability of the Licensor will apply to the extent permitted by law and will not be construed as excluding, qualifying or limiting the Licensee’s statutory rights or remedies arising by virtue of the breach of any implied term of this Agreement where such exclusion, qualification or limitation would be prohibited by legislation.

8.7. The Licensor provides the following notice as required by the Australian Consumer Law (which may apply to the Licensee if the Licensee is a “consumer” under the Competition and Consumer Act 2010 (Cth)):

Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:

1. to cancel your service contract with us; and
2. to a refund for the unused portion, or to compensation for its reduced value.‍You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

8.8. The Licensee indemnifies the Licensor, its agents, officers and employees against any loss, cost, expense or damage (including legal costs on a full indemnity basis) which is suffered or incurred by the Licensor, its agents, officers or employees as a direct or indirect result of:

1. any breach of this Agreement by the Licensee or an Authorised User; or
2. any action, claim, demand or proceedings instituted against the Licensor as a result of the use of the Software by the Licensee.

9.1. The Licensor retains ownership of the Software and Material and all rights in copyright, moral rights, inventions (including patents), trademarks, designs, circuit layouts (whether or not registered or registrable) (together “Intellectual Property Rights”) which subsist in the Software and Material at all times. Apart from the Licence granted herein, all such rights are reserved by the Licensor.

9.2. The Licensee agrees that it will use the same degree of effort that it uses to protect its own proprietary information to maintain possession and confidentiality of the Software and Material, and to protect the copyrights, and all related technical information, data and materials supplied to the Licensee by the Licensor.

9.3. Subject to the Licensee’s rights arising under the Copyright Act 1968 (Cth), the Licensee will not copy, reproduce, modify, disassemble or reverse engineer the Software in any way without receiving written permission from the Licensor to do so.

9.4. Subject to the Licensor’s Intellectual Property Rights in the Software and the Material, and the other items described in clause 9.5, the Licensee shall own all Intellectual Property Rights in:

1. any information or data which the Licensee or its Authorised Users upload to or store in the Software (Licensee Data); and
2. the trained predictive model and other outputs displayed to the Licensee (or their Authorised Users) as a consequence of their use of the Software (Licensee Model). The Licensee may access the Licensee Data and Licensee Model via functionality contained in the Software.

9.5. The Licensee Data and Licensee Model however will not include the following, in which the Intellectual Property Rights shall be retained or owned by the Licensor:

1. Intellectual Property Rights (or the embodiment thereof) which the Licensor is stated to own or retain under law or in this agreement;
2. the base templates, base models and base algorithms which the Licensor uses to create the Licensee Model;
3. elements of the Licensee Model which are common across one or more other Licensee Models (or similar models) produced for other users of the Software or the Licensor’s services;
4. information and data which the Licensor collects in relation to the performance or support of the Software or how the Software is used by Authorised Users or other persons (Performance Data); and
5. a de-identified version of the Licensee Data (being a version of the data from which the Licensee’s identity or the identity of any individual, cannot reasonably be inferred), which the Licensor creates for the purposes of improving the functionality, design, or performance of its Software, conducting research and development, or publishing white papers (Derived Data).

9.6. The Licensee grants the Licensor a non-exclusive, irrevocable, worldwide, royalty-free licence, for the term of this agreement, for the Licensor to:

1. create Derived Data from the Licensee Data;
2. create Performance Data; and
3. use the Licensee Data to provide the Licensor’s services to the Licensee, including the production of the Licensee Models and reports or information based on processing such data, and the provision of other services to the Licensee such as consulting services and software support.

9.7. There is no obligation on the Licensor to backup Licensee Data other than as provided by the then current functionality of the Software. The Licensee acknowledges that it must maintain its own copy of the Licensee Data and that the Licensor is not responsible for any loss of, or corruption to, the Licensee Data.

10.1. The Licensor, its employees and its agents may be subject to export control laws of Australia, the United States or other jurisdictions that prohibit or restrict transactions with certain parties, and the type and level of technologies and services that may be exported (“Export Laws”). The Licensee agrees to comply fully with all such laws and regulations of Australia, the United States, and other countries to assure that neither the Software, nor any direct products thereof are exported, directly or indirectly, in violation of Export Laws, or are used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.

10.2. Neither the Software nor underlying information or technology may be downloaded or otherwise exported or re-exported into (or to a national or resident of) Cuba, North Korea, Iran, Sudan, Syria or any other country to which Australia or the United States has embargoed goods; or to anyone on the U.S. Treasury Department's List of Specially Designated Nationals or the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List, Non-proliferation Sanctions or General Orders, or similar lists or orders in Australia or other jurisdictions. By using the Software, the Licensee is agreeing to the foregoing and it is representing and warranting that it is not located in, under the control of, or a national or resident of any such country or on any such list, and that it acknowledges that it is responsible to obtain any necessary Australian or United States government authorisation to ensure compliance with such laws.

11.1. The Software incorporates components licensed to the Licensor by third parties, which may be subject to their own End User Licence Agreements (“Third Party Licences”).

11.2. The Licensee agrees that the use of the Software, in addition to this Agreement, will be governed by any terms and conditions specified by any Third Party Licence that applies to the Software, including but not limited to those appended to this Agreement.

11.3. The Licensee agrees to be bound by and observe all terms and conditions of any Third Party Licence and acknowledges that any breach of a Third Party Licence will entitle the Licensor to terminate the Licence and exercise its rights under clause 4.

12.1. The Licensor may amend any of the terms of this Agreement by providing written notice to the Licensee of such amendments and/or displaying such amendments or an amended copy of this Agreement to the Licensee during its use of the Software. Without limiting the methods by which the Licensee may accept such amended terms, the Licensee acknowledges and agrees that its, or any of its Authorised Users ongoing use of the Software, after the Licensee or any of its Authorised Users are made aware of any amended terms to this Agreement will constitute the Licensee’s acceptance of such amended terms.

12.2. If the Licensee does not agree to any amendments made by the Licensor to the terms of this Agreement, then the Licensee must terminate its use of the Software under clause 4.3, prior to any ongoing use of the Software after being notified of the amended terms. If this occurs and if the Licensee holds a Subscription Licence as at the date of termination, then the Subscription Price payable by the Licensee for that Subscription Licence will be reduced on a proportional basis by the unused portion of the Subscription Term. If such reduction means that the Licensee has overpaid part of the Subscription Price, then the Licensor will refund the overpaid portion to the Licensee.

13.1. In the interpretation of this Agreement, unless the contrary intention appears:

1. a reference to this Agreement means a reference to an agreement between the Licensor and the Licensee on the terms and conditions of this document and includes an amendment or supplement to, or replacement or novation of this Agreement;
2. a reference to a person includes a reference to a corporation, firm, association or other entity, and vice versa;
3. the singular includes the plural and vice versa;
4. a reference to any gender includes a reference to all other genders;
5. a reference to any legislation or to any provision of any legislation includes a reference to any modification or re-enactment of or any provisions substituted for such legislation or provisions;
6. an agreement, representation or warranty made by two or more persons is made by them jointly and by each of them severally;
7. where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning; and
8. headings are inserted for convenience only and do not affect the interpretation of this Agreement.

13.2. Unless otherwise requested in writing by the Licensee, the Licensor may use the Licensee’s corporate identity (if applicable) as part of promoting the Software in the market place along with any feedback or reviews (or similar) provided to the Licensor by the Licensee or its Authorised Users.

13.3. This Agreement supersedes all prior representations, arrangements, understandings and agreements between the parties relating to the subject matter of this Agreement and sets forth the entire and exclusive agreement and understanding between the parties relating to the subject matter of this Agreement.

13.4. A provision of, or a right created under, this Agreement may not be waived except in writing signed by the party or parties to be bound by the waiver. No single or partial exercise by any party of any right, power or remedy under this Agreement will preclude any other or further exercise of that or any other right, power or remedy. The rights, powers or remedies provided in this Agreement are cumulative with and not exclusive of any rights, powers or remedies provided independently of this Agreement.

13.5. If any provision of this Agreement is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of this Agreement to the intent that the invalid or unenforceable provision will be treated as severed from this Agreement.

13.6. The Licensor may assign, novate or otherwise transfer its rights and obligations that arise under this Agreement. The Licensee may not assign its rights or obligations that arise under this Agreement without the prior written consent of the Licensor (which may be withheld).

13.7. Each provision of this Agreement is capable of having effect after termination and each representation and warranty made in this Agreement will survive the execution, delivery and termination of this Agreement and the performance of all obligations under this Agreement and will not merge on termination.

13.8. The parties acknowledge and agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or part of it.

13.9. This Agreement is governed by, and must be construed in accordance with, the laws of the State of Victoria, Australia and the parties irrevocably submit to the exclusive jurisdiction of the courts of the State of Victoria, Australia.