End User Licence Agreement (EULA)

1.1         The terms of this document govern the relationship between the licensee ('you' or 'the User') and PL8Sales Pty Ltd ACN 626 887 965 ('Licensor', 'PL8Sales' or 'we') in respect of your use of the Software and Services.

1.2         Your entitlement to use the Software and Services is conditional upon you agreeing to the terms set out in this document.  The Software and Services are offered for use by you on the condition that you read and accept this document and agree to be bound by its terms.

1.3         By installing, using or accessing the Software or Services, you are considered to have accepted the terms set out in this document.  If you do not agree with the terms set out in this document, do not install, use or access the Software or the Services.

1.4         If you are a minor, please ask your parent or guardian's permission before installing, using or accessing the PL8Sales App.

2.1         Definitions

In this agreement:

2.2         Interpretation

In this agreement unless a contrary intention is expressed:

(a)           headings and italicised, highlighted or bold type do not affect the interpretation of this agreement;

(b)           the singular includes the plural and the plural includes the singular;

(c)           a gender includes all other genders;

(d)           other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning;

(e)           a reference to a 'person' includes any individual, firm, company, partnership, joint venture, an unincorporated body or association, trust, corporation or other body corporate and any Government Agency (whether or not having a separate legal personality);

(f)            a reference to any thing (including any right) includes a part of that thing, but nothing in this clause 2.2(f) implies that performance of part of an obligation constitutes performance of the obligation;

(g)           a reference to a clause, party, annexure, exhibit or schedule is a reference to a clause of, and a party, annexure, exhibit and schedule to, this agreement and a reference to this agreement includes any clause, annexure, exhibit and schedule;

(h)           a reference to a document (including this agreement) includes all amendments or supplements to, or replacements or novations of, that document;

(i)            a reference to a party to any document includes that party's successors and permitted assigns;

(j)            a reference to time is to Brisbane, Australia time;

(k)           a reference to an agreement other than this agreement includes an undertaking, deed, agreement or legally enforceable arrangement or understanding whether or not in writing;

(l)            a reference to a document includes any agreement or contract in writing, or any certificate, notice, deed, instrument or other document of any kind;

(m)          a provision of this agreement may not be construed adversely to a party solely on the ground that the party (or that party's representative) was responsible for the preparation of this agreement or the preparation or proposal of that provision;

(n)           a reference to a body, other than a party to this agreement (including an institute, association or authority), whether statutory or not, which ceases to exist or whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions;

(o)           the words 'include', 'including', 'for example', 'such as' or any form of those words or similar expressions in this agreement do not limit what else is included and must be construed as if they are followed by the words 'without limitation', unless there is express wording to the contrary;

(p)           a reference to a day is to the period of time commencing at midnight and ending 24 hours later;

(q)           if a period of time is specified and dates from a day or the day of an act, event or circumstance, that period is to be determined exclusive of that day; and

(r)            if an act or event must occur or be performed on or by a specified day and occurs or is performed after 5.00 pm on that day, it is taken to have occurred or been done on the next day; and

(s)           a reference to '$', 'A$', 'AUD', 'dollars' or 'Dollars' is a reference to the lawful currency of the Commonwealth of Australia.

3.1         Software licence

Subject to the terms of this document, the Licensor grants you a non-exclusive, non-transferable licence to:

(a)           in the case of Software acquired through the iOS App Store, use the Software on any Apple-branded Device that you (the User) owns or controls, and permit the use of the Software on Apple-branded Devices attached to any accounts associated with the User via Family Sharing or volume purchasing as permitted by the Usage Rules set forth in the iOS App Store Terms of Service (which can be viewed at http://www.apple.com/legal/itunes/au/terms.html); and

(b)           in all other cases, use the Software on any Device that the User owns or controls.

3.2         Restrictions

(a)           You must not rent, lease, lend, sell, transfer, redistribute or sublicense the Software, or (except as permitted by the iOS App Store Terms of Service) make the Software available over a network where it could be used by multiple Devices at the same time.  If you sell or otherwise dispose of, transfer or assign any Devices containing the Software, any copies of the Software must be removed before doing so.

(b)           Other than as expressly provided in this document or otherwise permitted by law, you must not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software, or any part thereof.

3.3         Intellectual Property Rights

PL8Sales retains all right, title and interest to all Intellectual Property Rights subsisting in the Software, any Updates, and any part thereof.

4.1         The terms of this document apply to Updates

The terms of this document (as amended pursuant to clause 18.1) will govern any Updates, unless such an Update is accompanied by a separate licence supplied by the Licensor in which case the terms of that licence will govern to the extent provided for.

4.2         Acknowledgements

You acknowledge and agree that PL8Sales:

(a)           is under no obligation to provide any Updates;

(b)           can use Updates to add, remove, modify or otherwise alter features of the Software at its sole discretion, and that such changes will not be a breach of this document;

(c)           can require you to install Updates to the Software in order to continue using the Services; and

(d)           can provide Updates in such a manner that the Software is unable to be reverted to its previous state.

4.3         Other software

In order to obtain, install, update, access, use, or continue to access or use the Software and/or Services, you may also be required to update third party software (such as the operating system) on your Device.

You acknowledge and agree that:

(a)           we are not responsible for such third party updates;

(b)           such third party updates may be subject to their own terms and conditions, which the Licensor strongly recommends you review prior to implementing the third party update; and

(c)           if you are unable or unwilling to obtain or install such third party updates, you may be unable to obtain, install, update, access, use, or continue to access or use the Software and/or Services.

5.1         Licence

Subject to the terms of this document, the Licensor grants you a non-exclusive, non-transferable licence to use the Services.  You must only use the Services in connection with the App.

5.2         Permitted use of the App

You may use the App to:

(a)           browse motor vehicle licence plates listed for sale;

(b)           communicate with other users of the app regarding licence plates listed for sale;

(c)           design your own licence plates;

(d)           purchase licence plates; and

(e)           list and sell licence plates that you own.

5.3         Your warranties and obligations

(a)           You agree to:

(i)            comply with the terms of this document and all applicable laws and regulations;

(ii)           use the App in good faith; and

(iii)          use the App for personal use only. 

(b)           You must not:

(i)            use the App in breach of any applicable laws or regulations;

(ii)           interfere with, disrupt, or create an undue burden on the App; or

(iii)          permit a third party to do anything which may damage, disrupt access to or interfere with the proper operation of the App.

(c)           If you believe that a user has breached any of the above conditions, please let us know using the contact details provided below.

(d)           We reserve the right to block or suspend any user of the App, and to modify or remove any material uploaded, posted, transmitted or otherwise made available on the App by any user, without notice.  By uploading, transmitting, posting or otherwise making available any material via the App, you grant PL8Sales a non exclusive, worldwide, royalty-free, perpetual licence to use, reproduce, edit and exploit the material in any form and for any purpose, and unconditionally waive all moral rights as defined by the Copyright Act 1968 (Cth).

(e)           PL8Sales is not responsible for, and accepts no liability with respect to, any material uploaded, posted, transmitted or otherwise made available on the App by any person other than PL8Sales. We do not endorse any opinion, advice or statement made by any person other than PL8Sales.

(f)            You agree to indemnify PL8Sales and each of the officers, employees, agents, contractors, suppliers and licensors (collectively Affiliates) of PL8Sales in respect of any liability, loss or damages (including all legal and other costs on a full indemnity basis) suffered or incurred by them arising (in whole or part) out of the breach of or failure to comply with any of the terms in this document, or any other default or wrongful conduct in relation to the subject matter of this EULA, on the part of you or any of your Affiliates.

5.4         Modification

The Licensor can modify or cease to offer the Services, or any part thereof, at any time without prior notice to you.

5.5         Risk

You acknowledge and agree that you use the App at your own risk. To the fullest extent permitted by applicable law, PL8Sales does not accept liability for any claims or losses arising directly or indirectly from:

(a)           a failure to provide any Software or Service, or any part thereof;

(b)           corruptions to or loss of data, errors or interruptions occurring in the course of using, or as part of, any Service or Software;

(c)           any suspension or discontinuance of any Service, or any part thereof; or

(d)           any use of the Services by other users, including any use of the Services by other users in manner which contravenes this document.

6.1         Fees payable

(a)           We may, at our discretion, charge you:

(i)            a one-off subscription fee for listing a motor vehicle licence plate for sale on the App; and

(ii)           other fees, in consideration of the grant of the licence to the Software and the Services provided for in clauses 3.1 and 5.3.

(b)           We may, in addition to the amounts described in clause 6.1(a), charge you further fees as a requirement of access to or use of the Software, the Services, and/or any features or functionality of either or both.

(c)           Your entitlement to use and continue to use the Software and/or the Services will be subject to payment of the relevant fees, if charged by PL8Sales, by you.

6.2         Nature of Fees

The Fees may be charged on a one-off or a recurring basis, as notified by the Licensor from time to time, and will be payable in accordance with the payment terms notified by the Licensor.

6.3         Variation of Fees

The Licensor reserves the right to vary the amount of the Fees, or introduce new Fees, at its sole discretion.  Such variations and new Fees will be effective from the date specified by the Licensor, but will not be retrospective.

6.4         Payment Processors

(a)           The Licensor may use Payment Processors, such as PayPal, to receive the Fees from you.

(b)           The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processors in addition to this document.

(c)           The Licensor is not responsible for error by the Payment Processors.

6.5         Disabling functionality

In the event that you fail to pay the applicable Fees by the due date stipulated by the Licensor, the Licensor may disable the relevant features and/or functionality of the Software and/or Services.

6.6         Refunds

In no circumstances will any fees you have paid to PL8Sales be refunded to you, subject to clauses 14(c) and 14(d).

7.1         PL8Sales Account

(a)           All users of the App are permitted to use the App to browse for motor vehicle licence plates for purchase, contact other users of the App regarding potential purchases, and design licence plates. However, to access more extensive features of the App, you will need to register for a PL8Sales Account.

(b)           As a registered user with a PL8Sales Account, you will have the ability to:

(i)            create a plate sale listings; and

(ii)           manage your account and profile details, including your contact details, password, and preferred payment details.

(c)           You may register for a PL8Sales Account by completing the registration process on the App. During the registration process we will ask you for a number details including your name, address, phone number and email address.

(d)           By completing the registration process on the App you:

(i)            represent and warrant that you are at least 18 years of age and your profile is true and submitted in good faith; and

(ii)           agree to not disclose your PL8Sales login ID or password to any other person and to keep this information secure and confidential.

(e)           When registering as a user, you may elect to subscribe to our newsletter mailing list. If you do, we will send you information and offers relating to our Products.  You can unsubscribe from our mailing list at any time by clicking the 'unsubscribe' link at the bottom of our marketing emails or by emailing us at admin@platesales.com.

(f)            We reserve the right to suspend or cancel your PL8Sales Account for any reason at any time. For example, we may suspend or cancel your PL8Sales Account if:

(i)            you violate the terms of this document;

(ii)           your licence plate has been sold or is no longer for sale;

(iii)          material you have uploaded is deemed by us (in our absolute discretion) to be inappropriate, or is reported by another user to be inappropriate or offensive; or

(iv)          your use of the App is determined by us (in our absolute discretion) to be inappropriate.

(g)           If your account is terminated by us you must not access any other PL8Sales Account or create any further user accounts;

(h)           If your account is terminated for any reason, we may (at our discretion) delete any or all of your account information, including all photographs and other content uploaded by you to the App.

7.2         Limits

You must ensure that:

(a)           no more than one user account is registered per licensed copy of the Software;

(b)           you do not register multiple user accounts, as an individual is only permitted to have a single user account; and

(c)           you do not allow multiple people to use the same PL8Sales Account.

7.3         Security

You are responsible for protecting the confidentiality of your password.  You acknowledge and agree that you will be responsible for any activities engaged in using your account, whether or not access is authorised by you.

7.4         Termination

The Licensor reserves the right to terminate your account at any time if you breach the terms of this document.  If your account is terminated by the Licensor, you must not access any other user accounts or create any further user accounts.

The App enables Users to communicate with other users and post material (such as photographs, licence plate descriptions and comments) that may be made publically available.

You acknowledge and agree that:

(a)           any information or material submitted by you and any users using the Software or a Service will be treated by the Licensor as non-confidential and non-proprietary and the Licensor can use such material without restriction or compensation to you or any other party;

(b)           you grant the Licensor a perpetual, irrevocable, licence-fee free, royalty free, worldwide, non-exclusive, sub-licensable right to use any Intellectual Property and other information or material created or submitted by you using the Software and/or the Services;

(c)           you will not use the Software or Services to create, post or transmit any material or information which is offensive, defamatory, obscene, unlawful, vulgar, harmful, threatening, abusive, amounts to harassment or is otherwise objectionable;

(d)           you will not use the Software or Services to post or transmit any unsolicited advertising or promotional material;

(e)           any material that you post or transmit can be removed by the Licensor without notice at any time, for any reason including no reason;

(f)            you will not post or transmit any Intellectual Property or other material owned by another person or entity.  You warrant and represent that all material posted is original work and not sourced from any third party, and that you are the sole owner of all associated Intellectual Property;

(g)           you will not post or transmit any material which contains viruses or other computer code, files or programs which are designed to limit or destroy the functionality of other computer software or hardware;

(h)           the Licensor does not accept any responsibility or liability for the accuracy or content of posts or transmissions made by other users of the Software or Services, and the Licensor is not liable for any loss or damage of any kind, or any claim, resulting from any action taken or reliance made by you regarding any Intellectual Property or other information or material obtained from another user and/or made available by another user; and

(i)            you and not the Licensor, are responsible for resolving any disputes you may have with other users of the Software or Services.

You acknowledge and agree that:

(a)           the Software and/or the Services may feature advertisements from the Licensor and/or third parties;

(b)           the Licensor may at its sole discretion introduce advertising into any Software or Services that do not presently contain advertising;

(c)           the Licensor is not responsible for the content of any third party advertisements, nor the content of any website or other materials that may be linked to by third party advertisements, and you view such third party websites and materials at its sole risk; and

(d)           any provision of information to third party advertisers by the Licensor will be governed by the Licensor's Privacy Policy (see clause 17).

10.1       Restricted parties

You warrant and represent that the following statements are true and correct:

(a)           You are not located in a country that is subject to an embargo by the governments of either the United States of America or the Commonwealth of Australia;

(b)           You are not located in a country that has been designated by the governments of either the United States of America or the Commonwealth of Australia as a 'terrorist supporting' country; and

(c)           You are not included on any list of prohibited or restricted parties by the governments of either the United States of America or the Commonwealth of Australia.

10.2       Third party services

(a)           You may be required to use certain third party services (for example, a Provider's software marketplace) in order to obtain, install, update, access, use, or continue to access or use the Software and/or Services.

(b)           Access to the Software and/or Services, or parts thereof, may require your Device to be connected to the internet or require other third party services.

(c)           Your use of third party services may be subject to fees and separate terms and conditions, and you acknowledge that the Licensor is not liable for the activities of any such third parties.

(d)           You must comply with any applicable third party terms of agreement when using the Software and/or Services.  You are responsible for ensuring that your installation and use of the Software and/or Services does not cause you to exceed any data usage quotas or other limitations that may apply to your internet service or other services acquired from third parties.

(e)           The Software and Services may contain links (including via advertisements) to third party websites or other third party content or services.  Those links are provided for convenience only and may not remain current or be maintained.  You acknowledge that such links should not be construed as an endorsement, approval or recommendation by us of the third parties, or of any content or services provided by them, and that your use of any third party content or services may be subject to separate terms and conditions.

10.3       Restrictions

You agree that you will not:

(a)           attempt to disrupt the normal operation of the Software or Services, or any infrastructure operated by the Licensor or other business activities of the Licensor;

(b)           attempt to gain unauthorised access to the Software and/or the Services;

(c)           make any automated use of the Software and/or the Services;

(d)           impersonate any other person in using of the Software and/or Services; or

(e)           use the Software and/or the Services in connection with the actual or attempted contravention of any applicable laws.

If you obtained the Software from the iOS App Store, you and the Licensor acknowledge and agree that:

(a)           this document is concluded between you and the Licensor only, and not with Apple, and the Licensor, not Apple, is solely responsible for the Software and the content thereof;

(b)           Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Software, either under this document or applicable law;

(c)           the Licensor, not Apple, is responsible for addressing any claims of you or any third party relating to the Software or your possession and/or use of the Software, including but not limited to:

(i)            product liability claims;

(ii)           any claim that the Software fails to conform to any applicable legal or regulatory requirement; or

(iii)          claims arising under consumer protection, privacy or similar legislation, including in connection with any use by the Software of the HealthKit and/or HomeKit frameworks;

(d)           in the event of any third party claim that the Software or possession and/or use of the Software by you infringes that third party's Intellectual Property rights, the Licensor, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such claim;

(e)           Apple, and Apple's subsidiaries, are third party beneficiaries of this document; and

(f)            upon your acceptance of this document, Apple will have the right (and will be deemed to have accepted the right) to enforce this document against you as a third party beneficiary thereof.

(a)           If you experience technical difficulties with the App, please contact us at admin@platesales.com and we will use our best endeavours to resolve the issue.

(b)           Unless otherwise specified in this document or agreed pursuant to a separate written agreement between you and the Licensor, the Licensor will not be obliged to support the Software or the Service, whether by providing advice, training, error-correction, modifications, updates (including Updates), new releases or enhancements or otherwise, or to provide any hosting, telecommunication, internet or other services in relation to the use of the Software or the Service by you.

13.1       Term

Subject to the remainder of this clause, the licence granted to you in clauses 3.1 and 5.3 is granted in perpetuity.

13.2       Termination

This licence can be immediately terminated by the Licensor in the following circumstances:

(a)           you are in breach of any term of this document, or threaten to breach any term of this document;

(b)           you, being a corporation, become the subject of insolvency proceedings, or threaten to do so;

(c)           you, being a firm or partnership, are dissolved, or threaten to be dissolved;

(d)           you destroy the Software for any reason, or threaten to do so; or

(e)           you so elect in writing.

Upon termination, you will destroy any remaining copies of the Software and any associated documentation or otherwise return or dispose of such material in the manner directed by the Licensor.

Termination pursuant to this clause will not affect any rights or remedies which the Licensor may have otherwise under this document or at law.

Nothing in this clause limits any right the Licensor may have pursuant to this document to modify the Software by way of Update, including by removing any features from the Software, or to modify or cease offering the Services or any part thereof.

(a)           You acknowledge that the Software and Services cannot be guaranteed to be error free and further acknowledge that the existence of any such errors will not constitute a breach of this document.

(b)           Except as expressly provided to the contrary in this document, and to the full extent permitted by applicable law, the Licensor will not be liable to you for any loss, including special, indirect or consequential damages (such as loss of profits), or claim, arising out of breach of this document or arising out of the supply of defective Software or Services.

(c)           Without limiting the preceding paragraph, to the full extent permitted by applicable law, the Licensor's liability for any term, condition, guarantee or warranty that is implied by law and cannot lawfully be excluded by the Licensor, including the consumer guarantees set out in the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth) and all similar or equivalent legislation, rules and regulations is limited to (at the Licensor's option):

(i)            in the case of goods, including the Software (to the extent the Software is considered a good under applicable law) – repairing, replacing or supplying equivalent goods, or paying the cost of any of those remedies to you; or

(ii)           in the case of services, including the Services – supplying the services again or paying the cost of having the services supplied again.

(d)           Without limiting or affecting any other provision of this document, to the full extent permitted by applicable law, the Licensor's maximum aggregate liability to you for any losses you incur or claims you make against us is limited to the sum of AUD$10.

(e)           You acknowledge that you have exercised your independent judgment in acquiring the Software and the Services and have not relied on any representation made by the Licensor which has not been stated expressly in this document or upon descriptions or illustrations or specifications contained in any document including catalogues or publicity material produced by the Licensor.

(f)            If you purchased the Software from the iOS App Store, in the event of any failure of the Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price to you.  You acknowledge that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Software, and any other claims, losses, damages, costs or expenses attributable to any failure to conform to any warranty will be dealt with by the Licensor in accordance with this document.

15.1       No transfer

This document does not constitute a transfer or conveyance of any Intellectual Property owned by the Licensor as at the date of this document, including but not limited to all Intellectual Property associated with the Software and the Services, and its functionality, features and content, or operate as a future transfer of any Intellectual Property owned by the Licensor any time thereafter.

15.2       Acknowledgement

You acknowledge that all Intellectual Property Rights in the Software and Services are owned by, or licenced to, PL8Sales.

15.3       Indemnity

You will indemnify the Licensor fully against all liabilities, costs, losses, claims and expenses which the Licensor may incur to a third party as a result of your breach of any of the provisions of this document by you.

15.4       Generated Content

To the extent that any Generated Content created by you gives rise to any Intellectual Property rights, you will retain ownership of these, and are deemed to automatically grant to the Licensor a worldwide, perpetual, irrevocable, royalty-free, fee-free, fully transferable and sub-licensable licence to use, exploit and modify this Generated Content in any way and for any purpose, without compensation to you.  You further agree not to enforce, and otherwise waive to the fullest extent legally possible, any moral rights that you may have now or in the future in respect of this Generated Content.

(a)           Unfortunately, no data transmission over the internet can be guaranteed as totally secure.  Whilst the Licensor strives to protect such information, it does not warrant and cannot ensure the security of any information transmitted to it by you.  Accordingly, any information transmitted to the Licensor is transmitted at the risk of the sender.  Nevertheless, once the Licensor receives transmissions from you, it will take reasonable steps to preserve the security of such information.

(b)           Users must take their own precautions to ensure that the process which they employ for accessing the Software and/or the Services does not expose them to the risk of viruses, malicious computer code or other forms of interference which may damage their Devices.  For the removal of doubt, the Licensor does not accept responsibility for any interference or damage to Devices which arises in connection with use of the Software and/or the Services.

17.1       Privacy Policy

The Licensor undertakes to comply with the terms of its Privacy Policy in respect of the Software and the Services.  This can be viewed at www.platesales.com/privacy-policy and this Privacy Policy (as updated from time to time) is incorporated into, and forms part of, the terms of this document.

17.2       Consent to use of data

You agree that the Licensor may collect and use technical data and related information, including but not limited to technical information about the Software, the Services, the Products, the Devices, system and application software, and peripherals that is gathered periodically.  In addition to any other rights it may have to use this information pursuant to its Privacy Policy, the Licensor may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.

18.1       Amendment

The Licensor reserves the right to amend, revise or replace this document from time to time.  Amendments, revisions and replacements will be effective immediately upon posting through the Software, unless a later effective date is specified.  Continued use of the Software or Services by you following such notification represents your agreement to be bound by the terms of this document as amended, revised or replaced, and your understanding and acceptance of the amended, revised or replaced document.

18.2       Assignment

(a)           You cannot assign, novate or otherwise transfer any of your rights or obligations under this document without the prior written consent of the Licensor which consent can be granted or withheld in the absolute discretion of the Licensor.

(b)           The Licensor can assign, novate or otherwise transfer any of its rights or obligations under this document at its sole discretion, without notice to you.

(c)           An assignment in breach of clause 18.2(a) is intended by the parties to be void and of no force and effect.

(d)           A breach of clause 18.2(a) by you entitles the Licensor to terminate this document.

18.3       Waiver

(a)           A waiver of a right, remedy or power by the Licensor must be in writing and signed by the Licensor.

(b)           The Licensor does not waive a right, remedy or power if it delays in exercising, fails to exercise or only partially exercises that right, remedy or power.

(c)           A waiver given by the Licensor in accordance with clause 18.3(a):

(i)            is only effective in relation to the particular obligation or breach in respect of which it is given and is not to be construed as a waiver of that obligation or breach on any other occasion; and

(ii)           does not preclude the Licensor from enforcing or exercising any other right, remedy or power under this agreement nor is it to be construed as a waiver of any other obligation or breach.

18.4       Severance

If a provision in this document is wholly or partly void, illegal or unenforceable in any relevant jurisdiction, that provision or part must, to that extent, be treated as deleted from this document for the purposes of that jurisdiction.  This does not affect the validity or enforceability of the remainder of the provision or any other provision of this document.

18.5       Governing law and jurisdiction

(a)           This agreement is governed by and is to be construed under the laws in force in Queensland, Australia.

(b)           Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in Queensland, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement.  Each party irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.

18.6       Further assurances

You agree that you will, at your own expense, do all things and execute all further documents necessary to give full effect to this agreement and the transactions contemplated by it.

18.7       No reliance

You acknowledge and agree that you have not relied on any statement by the Licensor which has not been expressly included in this document.

18.8       Entire agreement

This document constitutes the entire agreement between you and the Licensor regarding access and use of the Software and Services, and supersedes all prior discussions, negotiations, understandings and agreements in respect of its subject matter. 

As noted elsewhere in this document, use by you of other products, Devices, software or services may be subject to further terms.

18.9       Exercise of rights

(a)           Unless expressly required by the terms of this document, the Licensor is not required to act reasonably in giving or withholding any consent or approval or exercising any other right, power, authority, discretion or remedy, under or in connection with this document.

(b)           The Licensor may (without any requirement to act reasonably) impose conditions on the grant by it of any consent or approval, or any waiver of any right, power, authority, discretion or remedy, under or in connection with this document.  You must comply with any such conditions when relying on the consent, approval or waiver.

18.10    Clauses that survive termination

(a)           Without limiting or impacting upon the continued operation of any clause which as a matter of construction is intended to survive the termination of this document, the following clauses survive the termination of this document:

(i)            clauses 3.2 and 3.3;

(ii)           clause 5.5;

(iii)          clauses 7.3 and 7.4;

(iv)          clause 8;

(v)           clause 10.3;

(vi)          clauses 12, 14, 15, 16 and 17;

(vii)         clauses 18.4 and 18.5; and

(viii)        this clause 18.10.

(b)           Each indemnity offered by you in this document is a continuing obligation, independent from the other obligations of the parties and survives the termination of this document.  It is not necessary for the Licensor to incur expense or make payment before enforcing a right of indemnity against you under this document.

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