End User Licence Agreement

Each Software made available under the Subscription Agreement is copyrighted and licensed (not sold) (the “Subscribed Product”). Each Subscribed Product is provided on the terms and conditions set forth in this End User Licence Agreement (“Agreement”) between you (“You” or “Licensee”) and the provider/publisher of the Subscribed Product (“Licensor”).

This Agreement governs the relationship between you (the Licensee) and the Licensor of each Subscribed Product covered by your Subscription.

If you are acting in a representative capacity, your acceptance of this Agreement will bind the entity you are representing and the term “You” or “Licensee” in this Agreement will refer to that entity being represented.

1. LICENCE

a. Licence Grant. Subject to your acceptance of the terms and conditions of this Agreement, Licensor grants you non-exclusive, non-transferable and non-sublicensable license to download, install, and use the Subscribed Product for your own use and business purposes.

Licences granted on a subscription basis expire at the end of the applicable Subscription Term, unless renewed.

You will control access to and use of the Subscribed Product by end users and are responsible for any use that does not comply with this Agreement. In using the Subscribed Product, you agree to exercise the same level of care against unauthorised use by third parties as you would observe with respect to your own proprietary information.

b. Restrictions. You will use the Subscribed Product only for internal business or operational purposes, and will not attempt to use it, or any portion thereof, beyond its licensed capacity. You will not permit any authorised user to:

(1) reverse engineer, decompile, disassemble, decrypt, re-engineer, reverse assemble, reverse compile or otherwise translate or create, attempt to create the source code of the Subscribed Product or perform any process intended to determine its source code;

(2) modify, enhance or create derivative works based upon the Subscribed Product or otherwise change the Subscribed Product, in whole or in part;

(3) input, upload, transmit, or provide through the Subscribed Product, any information or materials that are unlawful or containing any malicious or harmful code;

(4) use the Subscribed Product in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;

(5) remove, delete, alter or obscure any copyright, trademark, patent or other intellectual property or proprietary rights notices in or relating to the Product;

(6) represent that any output from the Subscribed Product is human-generated when it is not; or

(7) use the Subscribed Product for the development of a competing software product or service, or any other purpose to the commercial disadvantage of the Licensor.

c. Third Party Software. Any portion of the Subscribed Product that constitutes third party software, including software provided under a public license, is licensed to you subject to the terms and conditions of this Agreement.

d. Open Source Software. Licensor ensures that the use or incorporation of any Open Source Software into the Subscribed Product will not result in an obligation to disclose, license or otherwise make available any part of your environment, data or information to any third party, or diminish Licensor’s obligations under this Agreement. Open Source Software means software available under a licence which meets the criteria of the Open Source Definition published by the Open Source Initiative at http://www.opensource.org, and includes the forms of creative commons licences published as the Creative Commons Legal Code for Australia at http://www.creativecommons.org.

e. Australia’s AI Ethics Framework. Licensor adheres to Australia’s AI Ethics Framework and ensures that all Subscribed Products applying AI are designed, developed and implemented in accordance with its principles. (https://www.industry.gov.au/publications/australias-artificial-intelligence-ethics-framework)

f. Usage Data. Licensor may monitor the Licensee's use of the Subscribed Product to collect and compile statistical and performance information related to the use of the Subscribed Product. All rights, title, and interest in this statistical information, and all intellectual property rights therein, belong to and are retained solely by the Licensor.

2. INTELLECTUAL PROPERTY

a. Subscribed Product. Each Subscribed Product is licensed and not sold. By accepting the licence set forth in this Agreement, you acquire only the right to use the Subscribed Product in accordance with the terms of this Agreement, and that the Licensor retains all rights, title, interest, including all associated patent, copyright, trademark, trade dress, trade secret and other proprietary rights in and to the Subscribed Product. You will safeguard the Subscribed Product from infringement, misappropriation, theft, misuse, or unauthorized access, and will promptly notify Licensor if you become aware of any infringement of the Licensor's intellectual property rights and fully cooperate with Licensor in any legal action taken by Licensor to enforce its intellectual property.

b. Input Data. You will retain ownership of the data you provide for use by the Subscribed Product to produce an outcome (“Input Data”). You ensure that any Input Data processed by the Product does not infringe or misappropriate the intellectual property of any third party.

c. Output Data. As between you and the Licensor, the data resulting from your use of the Subscribed Product (“Output Data”) will be owned by you, and, to the extent permitted by law, the intellectual property therein.

d. Consent. You hereby grant a royalty-free, worldwide, non-exclusive licence for the Licensor to use, copy and otherwise utilise the Input Data as may be needed to further develop and improve the Subscribed Product, its algorithms, and models.

3. WARRANTIES

DISCLAIMER OF WARRANTIES. THE EXPRESS WARRANTIES HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, AND LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING THE SUBSCRIBED PRODUCT, EXPRESSED OR IMPLIED, EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR SKILL AND CARE.

THE SUBSCRIBED PRODUCT IS PROVIDED “AS IS”. THE LICENSOR DOES NOT MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SUBSCRIBED PRODUCT.

YOU ACCEPT AND AGREE THAT THE USE OF ANY OUTPUT OF THE SUBSCRIBED PRODUCT IS AT YOUR OWN RISK AND YOU WILL NOT RELY ON THE OUTPUT AS THE SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSITUTE FOR PROFESSIONAL ADVICE.

ANY IMPLIED WARRANTIES THAT CANNOT BE DISCLAIMED ARE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. THE ABOVE EXCLUSIONS MAY NOT APPLY IN SOME JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, AND OTHER LEGAL RIGHTS MAY BE GRANTED IN SUCH JURISDICTIONS.

4. DEFENSE OF THIRD PARTY CLAIMS

You will defend the Licensor from and against any and all third party claims, actions, suits, proceedings arising from or related to your or any authorised user’s violation of this Agreement or user terms, and will indemnify the Licensor for all reasonable attorney’s fees incurred and damages and other costs finally awarded against the Licensor in connection with or as a result of, and for amounts paid by the Licensor under a settlement you approve of in connection with such claim.

5. LIMITATION OF LIABILITY

a. THE LICENSOR’S TOTAL LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNTS YOU WERE REQUIRED TO PAY FOR THE SUBSCRIBED PRODUCT DURING THE TERMS OF THE APPLICABLE LICENSES.

YOU AGREE TO ASSUME THE RISK AND ALL LIABILITIES DISCLAIMED BY THE LICENSOR CONTAINED HEREIN. YOU AGREE THAT THE LICENSOR SHALL NOT BE LIABLE FOR ANY OUTPUT OF THE SUBSCRIBED PRODUCT THAT MAY BE INACCURATE, DEFAMATORY, DECEPTIVE, OFFENSIVE, OBSCENE, INFRINGING, INVASIVE (OF PRIVACY RIGHTS), OR CREATING RISK OF HARM OR DAMAGE TO ANY PERSON OR PROPERTY.

b. Under no circumstances will either party be liable to the other for any punitive damages or lost profits or other economic loss, lost or degraded data, loss of business, or for indirect, special, consequential, exemplary or incidental damages, however caused or on theory of liability, arising out of the use of the Subscribed Product provided hereunder.

c. No limitation or exclusions will apply to liability arising out of either party’s: confidentiality obligations (Clause 6); defense obligations (Clause 4); violation of the other party’s intellectual property rights (Clause 5); or breach of the licence restrictions set forth in this Agreement (Clause 1b).

6. CONFIDENTIALITY

The parties will take reasonable steps to protect each other’s Confidential Information and will use Confidential Information only for purposes of their business relationship. Each party will not disclose Confidential Information to third parties, except to its representatives, and only on a need-to-know basis under confidentiality obligations. Each party is responsible for the use of Confidential Information by its representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.

“Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential. Confidential Information does not include information that: (1) becomes publicly available without a breach of a confidentiality obligation; (2) the receiving party received lawfully from another source without a confidentiality obligation; (3) is independently developed; or (4) is a comment or suggestion volunteered about the other party’s business, products or services.

7. PRIVACY

The parties will comply with the Privacy Act 1988 (Cth), the Australian Privacy Principles, and all other applicable privacy laws and such other data protection laws in relevant jurisdictions, that regulate the collection, use, retention, and processing of Personal Information, and implement practices, procedures and systems to ensure compliance with these laws.

You will comply with all applicable laws and regulations and use only secure methods, according to accepted industry standards, when transferring or otherwise making available Personal Information to the Licensor. Before providing Personal Information to the Licensor, you will obtain all required consents from the relevant data subjects under applicable privacy and data protection laws. “Personal Information” means information that directly or indirectly identifies an individual, including, names, addresses, telephone numbers, email addresses, and other unique identifiers, employee identification numbers, or government-issued identification numbers.

The parties agree that the processing of Personal Information subject to the European Union General Data Protection Regulation (GDPR) is governed by the GDPR Standard Contractual Clauses.

8. TERM AND TERMINATION

a. Term. This Agreement is effective for the entire duration of the Subscription under which applicable licenses are granted.

b. Continuing Obligations. The terms and conditions in this Agreement that by their nature and context are intended to survive any termination of this Agreement, including, without limitation, Clause 2 (Intellectual Property), Clause 4 (Defense of Third Party Claims), Clause 5 (Limitation of Liability), Clause 6 (Confidentiality), Clause 8 (Term and Termination), Clause 9 (Audit), and 10 (Miscellaneous), will survive such termination of this Agreement for any reason and will be fully enforceable thereafter.

9. AUDIT

You must keep records relating to your use of the Subscribed Product. The Licensor may verify your compliance with this Agreement at any time upon 30 days’ notice. The Licensor may engage an independent auditor (under nondisclosure obligations) or ask you to complete a self-audit process. You must promptly provide any information and documents related to the verification and access to systems running the Subscribed Product. If verification or self-audit reveals any excess or unlicensed use of the Subscribed Product, you agree to pay within thirty (30) days of written notification an amount equal to the sum of the license fees for the additional licenses necessary for such excess or unlicensed use of the Product.

10. MISCELLANEOUS

a. Governing Law. Place of Venue. This Agreement will be construed and governed in accordance with the laws of New South Wales, Australia, without regard to any rules of conflicts or choice of law provisions that would require the application of the laws of any other jurisdiction. The parties hereby submit to the exclusive jurisdiction and venue of the commercial courts in New South Wales, Australia for any action or legal proceeding related to or arising under this Agreement and waive any objections based on forum non conveniens; provided, however, that if for any reason said court does not have jurisdiction over the matter or a party, then the Licensor may elect to commence any such action or proceeding in any court having jurisdiction over you.

b. Severability. If any one or more of the provisions of this Agreement is determined to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions or portions thereof will not be affected or impaired thereby and will nevertheless be binding between the parties. In the event any provision of this Agreement is found to be invalid, illegal, or unenforceable, the parties will modify that provision in a manner that gives effect to the intent of the parties in entering into this Agreement.

c. Waiver or Delay. No failure to exercise or delay by a party in exercising any right, power, or remedy under this Agreement operates as a waiver of such right, power, or remedy. A single or partial exercise of any right, power, or remedy does not preclude any other or further exercise of that or any other right, power, or remedy. A waiver is not valid or binding on the party granting the waiver unless made in writing.

d. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter of this Agreement and supersedes all previous agreements and communications between the parties concerning such subject matter. No modifications may be made to this Agreement except in writing, signed by both parties.

e. Benefit of Agreement. This Agreement will bind and inure to the benefit of the parties and their respective permitted successors and assigns.

f. Cumulative Remedies. Except as otherwise provided in this Agreement, all remedies of the parties hereunder are non-exclusive and are in addition to all other available legal and equitable remedies.

g. Force Majeure. Neither party will be liable or deemed to be in default for any delay or failure in performance under this Agreement (except for payment obligations) resulting, directly or indirectly, from acts of God, civil or military authority, acts of the public enemy, war, riots, civil disturbances, insurrections, accidents, fire, explosions, earthquakes, floods, the elements, strikes, labor disputes, epidemics, pandemics, public health emergencies, mandatory business, service or workplace closures, full or partial lockdowns of affected areas, quarantines, border closures or travel restrictions or any causes beyond its reasonable control; provided that the party failing to perform in any such event will promptly resume or remedy, as the case may be, the performance of its obligations hereunder as soon as practicable. Upon becoming aware of such a cause, the affected party must as soon, as reasonably practicable, notify the other party in writing of the extent to which it is unable to perform its obligations due to the relevant cause, and must use its best endeavours to mitigate the effect of the cause.