End User Licence Agreement BRYTE SOFTWARE LICENCE AGREEMENT PURPOSE The Bryte Software Licence agreement is between you (Licensee) and Bryte Systems Pty Ltd ACN 078 808 625 (Bryte). ORDERS Bryte Product ordering documentation or Purchase Order (Bryte Order) will specify your authorized scope of use for the software, which may include: (a) number and type of licenses, copies or instances "Licensed Components", (b) term start date, (c) duration of term "Term" and (d) any other restrictions or billable units. 1. LICENCE 1.1 Bryte grants to Licensee a non-exclusive, non-transferable licence to use the Software upon payment by Licensee of the Licence Fee for the Term. 1.2 The Licence is granted to Licensee and to no Related Body Corporate or other entity. 2. SUPPORT AND RENEWAL 2.1 Subject to clause 9, the initial begins upon delivery to the Licensee of the Licensed Software and continues for the Term, or if the License is terminated earlier. 2.2 Bryte will use all reasonable endeavours to provide the Maintenance and Support Services. 2.3 30 days before the Renewal Date, Bryte will invoice the Licensee for the applicable Licence Fee for the extension of Term, unless Bryte intends to terminate this Agreement pursuant to Clause 9. 2.4 Licensee agrees that the Maintenance and Support Services to be provided during the Term will be for all licensed copies of Software pursuant to this Agreement. 3. RESTRICTIONS ON LICENSEE 3.1 Licensee must only use the Software only in accordance with this Agreement. 3.2 Licensee must not sublicense, distribute, or commercially share (including timeshare) any Software or any of Licensee's rights under this Agreement. 3.3 Licence is limited to the quantity and maximum database size for each Licensed Component. 3.4 Except as expressly permitted by the Copyright Act 1968, Licensee: (a) must not allow any person other than Licensee to use any Software; and (b) must not and must not allow any other person to: (i) copy the Software (except for Licensee's legitimate back up or business continuity purposes); (ii) use the Software to develop other software; (iii) alter, modify, tamper with the Software, or reverse engineer or attempt to reverse engineer the Software; (iv) permit the Software to be combined or incorporated in other software; or (vi) unless otherwise expressly permitted by Licensee in writing, use Software in a service or software rental bureau including providing third-party hosting, or third party application integration or application service provider type services, or for any other similar service. 4. PRICE AND PAYMENT 4.1 Licensee agrees to pay the Fees. Bryte reserves the right to vary prices in respect of further licenses of Software or Maintenance and Support Services at any time or from time to time as solely determined by Bryte. 4.2 All fees and charges due under this Agreement must be paid within thirty (30) days of the date of invoice unless otherwise stated. 4.3 Fees are exclusive of GST (if applicable), any applicable transportation charges, value added and other applicable taxes and duties 4.4 If GST is applicable on any supply under this Agreement: (a) Licensee must pay to Bryte an amount equal to the GST payable on the taxable supply in addition to and at the same time as payment for the taxable supply is required to be made under this Agreement; or (b) Bryte must give the Licensee a tax invoice for the taxable supply. 4.5 Late payments will accrue interest at the rate of 1.5% per month, or, if lower, the highest rate permitted by law. 5. WARRANTY Each party represents and warrants to the other party, as at the date of this Agreement and at all times after the date of this Agreement, that: (a) it has full corporate power and authority to enter into, perform and observe its obligations under this Agreement, and that the execution, delivery and performance of this Agreement by it has been duly and validly authorised by all necessary corporate action; (b) this Agreement and the transactions contemplated by it do not contravene its constituent documents or any law, regulation or official directive or any of its obligations or undertakings by which it or any of its assets are bound or cause a limitation on its powers or those of its directors to be exceeded; (c) its obligations under this Agreement are valid and binding and enforceable in accordance with their terms; and (d) its officers and representatives described in this Agreement or nominated under this Agreement have the authority to act for and on behalf of it in relation to the matters within their authority under this Agreement, unless the party notifies the other party to the contrary. 6. PROTECTION OF CONFIDENTIAL INFORMATION 6.1 Licensee agrees to comply with this clause in order to assist Bryte to protect its copyright and confidentiality in the Software and materials provided with Maintenance and Support Services. 6.2 Licensee may use Confidential Information only for the purposes of this Agreement and must keep confidential all Confidential Information, except: (a) for disclosures under clause 6.3; and (b) to the extent Licensee is required by law to disclose any Confidential Information. 6.3 Licensee may disclose Confidential Information to its employees or Contractors who have agreed in writing with Licensee to comply with substantially the same obligations in respect of Confidential Information as those imposed on Licensee under this Agreement. 6.4 Bryte must treat any of Licensee's confidential information of which Bryte becomes aware in the same manner as Licensee is required to treat Confidential Information under this clause 6. 7. INTELLECTUAL PROPERTY 7.1 Licensee acknowledges that Bryte owns all Intellectual Property Rights in the Software, and that this Agreement does not transfer ownership of any Intellectual Property Rights in the Software. 7.2 Licensee must notify Bryte immediately if it becomes aware of any: (a) unauthorised copying or use of the Software; or (b) breach of confidence by any person to whom Licensee has disclosed or otherwise made available any Confidential Information. 7.3 Bryte indemnifies Licensee against any liability (including liability for reasonable legal costs) under an injunction or final judgement against Licensee, based on a claim that use of Software by Licensee in accordance with this Agreement is an infringement of the Intellectual Property Rights of any third person (Claim), except to the extent any such infringement is caused by an act or omission of Licensee but only if: (a) Licensee notifies Bryte immediately after it becomes aware of the Claim; (b) Bryte has sole control over defence of the Claim (even in Licensee's name) and any negotiations to settle the Claim; (c) Licensee allows its name to be used in any proceedings arising out of the Claim; and (d) Licensee provides to Bryte all other assistance reasonably requested (and paid for) by Bryte to defend or settle the Claim. 7.4 If a Claim is made, Bryte may: (a) procure for Licensee the right to continue using the Software free of the Claim; or (b) replace or modify the Software so that it is no longer infringing. 8. EXCLUSION AND LIMITATION OF LIABILITY 8.1 Bryte makes no express warranties under this Agreement, other than the warranties in clause 5. 8.2 Bryte excludes from this Agreement all conditions, warranties and terms implied by statute, general law or custom, except any Non-excludable Guarantee. 8.3 Except for liability in relation to breach of any Non-excludable Guarantee and liability under clause 8.4, Bryte's total liability to Licensee in contract, including for one or more breaches of any express term or terms of this Agreement (in aggregate), tort (including in negligence), statute, or otherwise, is limited to an amount equal to the amount Licensee has paid for Software and Maintenance and Support Services.. 8.4 Except for liability in relation to breach of any Non-excludable Guarantee Bryte excludes all liability to Licensee for lost profits, lost revenue, lost savings, and any consequential or indirect loss arising out of, or in connection with, any Software, Maintenance and Support Services, and any claims by any third person (such as a customer of Licensee), or this Agreement, even if: (a) Bryte knew that loss was possible; or (b) the loss was otherwise foreseeable. 8.5 Licensee may not commence any claim or proceedings against Bryte for any liability under or in connection with this Agreement after the expiration of 2 years after the date on which the circumstances giving rise to that liability arose. 9. TERMINATION 9.1 Bryte may terminate the Licence with immediate effect by giving notice to Licensee if: (a) Licensee breaches any term of this Agreement, and fails to remedy that breach with 30 days after receiving notice requiring it to do so; or (b) Licensee attempts to assign, or assigns, any right under this Agreement otherwise than in accordance with clause 11. 10. WHAT HAPPENS AFTER TERMINATION 10.1 On termination of the Licence for any reason, Licensee's licence of the Software granted under clause 1.1 terminates and Licensee must immediately: (a) stop using the Software; (b) return to Bryte all copies of the Software and Confidential Information in its possession or control; and (c) ensure that all of the Software in its possession or control has been deleted or permanently removed from any equipment on which it is stored. 10.2 The Maintenance and Support Services (including any renewal) will terminate with immediate effect upon termination of the Licence. 10.3 Clause 6, 8, 9, 10 and 12 and the clauses 17 and 18 of this Agreement under the headings "Entire Agreement" and "Governing Law", and each other clause required to make them effective, continue after termination of the Licence or Agreement. 11. ASSIGNMENT Licensee must not assign, or attempt to assign, any right arising out of the Licence or Agreement, without Bryte's written approval, which approval Bryte shall not unreasonably withhold. 12. NOTICE 12.1 A party giving notice or notifying under this Agreement must do so in writing: (a) directed to the recipient's address specified in this Agreement or as altered by any notice; and (b) hand delivered or sent by prepaid post or facsimile to that address. 12.2 A notice given in accordance with this clause is taken to be received: (a) if hand delivered, on delivery; (b) if sent by prepaid post, 7 days after the date of posting; (c) if sent by facsimile, when the sender's facsimile system generates a message confirming successful transmission of the total number of pages of the notice, unless within 8 business hours after that transmission, the recipient informs the sender that it has not received the entire notice; or (d) if sent by email, on receipt of the duplicate notice in accordance with clause 12.2 (a), (b) or (c). 13. SEVERABILITY Any clause of this Agreement that is found to be unenforceable or illegal will be severed from this Agreement and will not affect the enforceability of the remaining terms of this Agreement. 14. INTERPRETATION 14.1 In this Agreement: (a) any reference to a clause means a clause of this Agreement, unless specified otherwise; (b) law includes legislation, regulations, orders, bylaws, standards, awards and codes; and (c) any use of the verb include or including, or of words such as for example or such as, does not limit anything else that is included in general speech. 14.2 Headings are for ease of reference only and do not affect the meaning of this Agreement. 15. PROTECTION FROM UNAUTHORISED USE The Software contains a transparent validation procedure to detect unauthorised use of Software. If the Software detects an anomaly in the use of the Software, including unauthorised use outside the scope of this Agreement, the Licensee's use of the Software may be disabled until the issue is addressed. If this occurs, the Licensee should contact Bryte immediately. 16. ENTIRE AGREEMENT (a) constitutes the entire agreement between the parties as to its subject matter and supersedes all prior agreements, representations, licences, understandings or letters of intent between the parties in connection with that subject matter; and (b) governs the initial Term as well as any future Renewal made by the Licensee. 17. GOVERNING LAW This Agreement is governed by the law applicable in New South Wales, Australia, and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of that state. 18. DEFINITIONS 18.1 Agreement means this agreement, which governs the initial Term as well as any future Renewal made by the Licensee. 18.2 Confidential Information of Bryte means: (a) the terms of this Agreement; and (b) all other confidential data and information (including trade secrets and confidential knowhow) relating to Bryte, to its suppliers or customers, or to a corporation related under the Corporations Act 2001 or otherwise to Bryte from time to time, of which Licensee becomes aware, either before or after the date of this Agreement. Confidential Information does not include information that: (a) is in or becomes part of the public domain other than through breach of this Agreement or an obligation of confidence; (b) the recipient of the information can prove, by contemporaneous written documentation, was already known to it at the time of disclosure to the recipient (unless such knowledge arose from disclosure of information in breach of an obligation of confidence), or was independently developed by it without reference to the Confidential Information. 18.3 Contractor means an independent contractor, including an individual or corporate contractor. 18.4 Documentation means written or online instructions, help information, and other written reference materials related to the Software or provided with Maintenance and Support Services. 18.5 Fees means the total fees, including Licence Fee and Support Fee 18.6 GST means goods and services tax or similar value added tax levied or imposed in Australia under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or otherwise. 18.7 Intellectual Property Rights means all intellectual property rights including: (a) patents, copyright, rights in circuit layouts, registered designs, trade marks and the right to have confidential information kept confidential; and (b) any application or right to apply for registration of any of those rights. 18.8 Licence means the software Licence granted in clause 1.1. 18.9 Licensed Components means the component parts forming the Software, including all previous versions of those component parts, including where such previous versions were known by names other than those specified 18.10 Licence Fee means the licence fee agreed upon. 18.11 Maintenance and Support Services means the support for suspected bugs or errors in the Software 18.12 Non-excludable Guarantee means an implied condition or warranty the exclusion of which from a contract would contravene any statute or cause any part of this Agreement to be void. 18.13 Related Body Corporate has the same meaning as in the Corporations Act 2001. 18.14 Renewal means any extension to the Term, in accordance with clause 2.3 18.15 Renewal Date means the end of the Term. 18.16 Software means: (a) the run-time version of the software, formed by the Licensed Components,; and (b) any Upgrade of that software. 18.17 Support Fee means the fee for Maintenance and Support Services for Term. 18.18 Term means the term for duration where use of software is permitted 18.19 Upgrade of software means any upgrade of that software released generally by Bryte from time to time. 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