MaXXlink End User Licence Agreement (User Licence)

1. TERMS & CONDITIONS
(a) By installing, copying, downloading, clicking “I Agree” upon installing or otherwise accessing the Software and, if applicable, the Connectors, You accept that the terms of this End User Licence Agreement (User Licence) constitute an agreement between Central Innovation Pty Limited (ACN 123 240 362), 2/20 Bridge St, Pymble NSW 2073 (Central Innovation) and You with respect to the use of the Software, and if applicable, the Connectors.

(b) If You are entering into this User Licence on behalf of a company or other legal entity You confirm that You have the authority to bind such company or legal entity to this User Licence.

(c) If there is any inconsistency between this User Licence and the Terms and Conditions available on the Central Innovation website at Terms and conditions - Central Innovation, this User Licence prevails to the extent of the inconsistency.

2. LICENCE OF SOFTWARE
2.1. Licence
Subject to payment of the Licence Fee, and in accordance with the terms set out in this User Licence, Central Innovation grants You a licence to the Software that is:

(a) non-exclusive, non-transferable and revokable;

(b) not capable of sub-licence; and

2.2. Connectors
If required and requested by You in writing, subject to the payment of the Connector Fee, and in accordance with the terms set out in this User Licence, Central Innovation will install Connectors between the Software and the Other Software. If applicable, the Connectors granted to You are:

(a) non-exclusive, non-transferable and revokable; and

(b) not capable of sub-licence.

2.3. Copies of Software
You may make a reasonable number of copies of the Software, and if applicable, the Connectors, for back-up and recovery purposes and system testing only. Any reproduction or copies of the Software, and if applicable, the Connectors, or the documentation accompanying the Software, and if applicable, the Connectors, must bear all copyright, trademark or other proprietary markings of Central Innovation that are, or were, present on the original.

2.4. Region
The Software, and, if applicable, the Connectors, is only available to current Central Innovation customers in Australia and New Zealand and overseas customers of SOLIDWORKS®. If You do not meet this criteria, Central Innovation reserves the right to cancel Your licence or refuse to renew Your licence.

3. USE OF THE SOFTWARE
3.1. Use Guidelines
You must:

(a) use the Software, and, if applicable, the Connectors, solely for Your own internal business purposes;

(b) ensure that the Software and, if applicable, the Connectors, is used by, or under the supervision of, a suitably qualified and trained professional;

(c) use the Software, and, if applicable, the Connectors, in accordance with all applicable laws and regulations in the jurisdiction in which You operate or which otherwise apply to You or Your use of the Software; and

(d) use industry standard physical, logical and electronic security and confidentiality systems to protect the Software, and, if applicable, the Connectors.

3.2. Restrictions on Use
You agree that You will not:

(a) copy, share, assign, sub-licence, transfer, lease, rent, sell, distribute or otherwise provide the Software, and, if applicable, the Connectors, to any other entity or person without Central Innovation’s prior written consent;

(b) use the Software, and, if applicable, the Connectors, or allow the Software, and, if applicable, the Connectors, to be used with, or in conjunction with, any application where product failure could lead to injury to persons, loss of life or severe property, financial, commercial, reputation or environmental damage;

(c) permit any other person, whether a contractor, employee, agent, affiliate or associated entity whether acting directly or indirectly on Your behalf, to make copies of the Software, and, if applicable, the Connectors, or breach any of the restrictions set out in the User Licence; or

(d) use the Software, and, if applicable, the Connectors, in any way that could damage the reputation of Central Innovation or the goodwill or other rights (including Intellectual Property Rights) associated with the Software, and, if applicable, the Connectors.

4. LICENCE FEE, CONNECTOR FEE & PAYMENT
4.1. Licence Fee
As consideration for the provision of the licence and in order to access the Software You must pay to Central Innovation the Licence Fee.

4.2. Connector Fee
(a) If applicable, as consideration for the installation of the Connectors between the Software and the Other Software, You must pay to Central Innovation the Connector Fee.

(b) Where an upgrade or update occurs to the Other Software by You or by a third party and the Connectors are no longer effective or operational as result of this upgrade or update (Other Software Upgrade), and you require Central Innovation to reconnect the Connectors between the Software and the Other Software (Connector Reinstall), Central Innovation will charge an hourly rate for the work required to complete the Connector Reinstall.

4.3. Increase in Licence Fee
(a) After the expiration of the Initial Term or any Additional Term, Central Innovation may, on not less than 30 days’ notice in writing to You, increase the Licence Fee and, if applicable, the Connector Fee,.

(b) An increase in the Licence Fee and, if applicable, the Connector Fee, will give You a right to termination in accordance with clause 11.2(b).

4.4. Method of payment of Licence Fee
(a) You will be required to pay the Licence Fee in respect of the Initial Term at the point of installing the Software.

(b) In respect of any Additional Term, You will be automatically charged at the commencement of that Additional Term.

(c) If applicable, you will be required to pay the Connector Fee at the point of installing the Connectors between the Software and the Other Software.

(d) Where an Other Software Upgrade has occurred, and You require a Connector Reinstall, You will be charged an hourly rate (as agreed with you in writing prior to commencing a Connector Reinstall) with such amount being payable at the finalisation of the Connector Reinstall.

4.5. GST
(a) Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided in accordance with this User Licence, including the Licence Fee and the Connector Fee, are exclusive of GST.

(b) If this User Licence requires a party to pay for, reimburse or contribute to any expense, loss or outgoing (Reimbursable Expense) suffered or incurred by another party, the amount required to be paid, reimbursed or contributed by the first party will be the amount of the Reimbursable Expense net of input tax credits (if any) to which the other party is entitled in respect of the Reimbursable Expense plus any GST payable by the other party.

5. PROPRIETARY RIGHTS
5.1. Reservation of Rights and Intellectual Property Rights
(a) Subject to the limited rights expressly granted by this User Licence, Central Innovation reserves all right, title and interest in and to the Software and the Connectors, including all related Intellectual Property Rights.

(b) Nothing in this User Licence constitutes a transfer of the ownership of the Software or the Connectors, or the Intellectual Property Rights in the Software or the Connectors, from Central Innovation to You.

5.2. Restrictions
You must not:

(a) modify, copy or create derivative works based on the Software or the Connectors,;

(b) frame or mirror any content forming part of the Software or the Connectors;

(d) access the Software or the Connectors, to copy any ideas, features, functions or graphics;

(e) access the Software or the Connectors, in order to build a competitive product or service;

(f) offer a service that is based upon the use of the Software or the Connectors;

(g) challenge, contest or call into question the validity of Central Innovation’s ownership of the Software or the Connectors, or the Intellectual Property Rights in the Software or the Connectors;

(h) do anything inconsistent with the Central Innovation’s ownership of the Software or the Connectors, or the Intellectual Property Rights in the Software or the Connectors; or

(i) directly or indirectly do anything that would invalidate or put into dispute Central Innovation’s title to the Software or the Connectors, or Intellectual Property Rights in the Software or the Connectors.

5.3. Improvements and Amendments
(a) Central Innovation will own all right, title and interest, including all Intellectual Property Rights, in and to any improvements to the Software and the Connectors, or any new programmes, upgrades, modifications or enhancements (including bug fixes) developed by Central Innovation in connection with the provision of the Software, and, if applicable, the Connectors, even when the refinements and improvements result from Your request or suggestion (Improvements). To the extent, if any, that ownership in such refinements and Improvements does not automatically vest in Central Innovation, You undertake to take any action required by Central Innovation (and at Central Innovation’s cost) to transfer and assign to Central Innovation all right, title and interest which You may have to such Improvements.

(b) Central Innovation may do emergency repairs or maintenance to the Software or the Connectors or both the Software and the Connectors, without notifying You if it is business critical, outside Central Innovation’s reasonable control or necessary to protect the integrity or security of the Software or the Connectors or both the Software and the Connectors.

5.4. Connectors
Where Central Innovation has installed Connectors between the Software and Other Software, and an Other Software Upgrade has occurred, Central Innovation is not liable for the continued effectiveness and operation of the Connectors between the Software and the Other Software. At Your request, Central Innovation will carry out a Connector Reinstall as soon as practicable after Central Innovation is notified of the Other Software Upgrade.

6. CONFIDENTIALITY
6.1. Confidential Information
Subject to clauses 6.2 and 6.3, each party must keep confidential, and must take reasonable commercial steps to ensure that each of its advisers and representatives (to whom that party has provided the information) keep confidential all Confidential Information of the other party unless, subject to clause 6.3 compelled to do otherwise by law (or by a governmental agency, court, tribunal or stock exchange.

6.2. Permitted disclosure
A party may disclose Confidential Information:

(a) with the consent of the other party;

(b) in legal proceedings; or

6.3. Compulsory disclosure
If a party is or may be compelled by law (or by an authority such as a governmental agency, court, tribunal or stock exchange) to disclose Confidential Information of the other party, it must:

(a) immediately notify the other party in writing;

(b) if requested by the other party and at the other party’s expense, assist and permit the other party to oppose or restrict disclosure of that Confidential Information to the maximum extent permitted by law; and

(c) subject to clause 6.3(b), make disclosure, to the extent possible, on terms that will preserve the strictest confidentiality of that Confidential Information.

6.4. Continuing obligations
This clause 5.4 continues to bind the parties after each party’s other obligations under this User Licence terminate.

7. PROTECTION OF DATA
(a) It is Your sole responsibility to maintain regular offsite back-ups of Your data. Central Innovation will not be liable for loss of data or for incomplete, out of date or corrupt data recovered from back-up or archives (if any).

(b) Central Innovation is not responsible for:

(i) loss of data or issues that arise during the use of third party services including but not limited to third party data centers or third party hosting solutions; or

(ii) loss of data that occurs as a result of failed upgrade attempts carried out by You.

(c) Any ‘personal information’ (as defined under the Privacy Act 1988 (Cth)) provided under or in accordance with the Software, and, if applicable, the Connectors, or under this User Licence will be dealt with in accordance with Central Innovation’s Privacy Policy set out on Central Innovation’s website at Privacy policy - Central Innovation.

8. WARRANTIES & DISCLAIMERS
8.1. Limited Warranty
Except as otherwise expressly provided or as required by law, Central Innovation does not give any representations or warranties in relation to the Software, and, if applicable, the Connectors,, including that the Software, and, if applicable, the Connectors, will meet Your requirements, that the operation of the Software, and, if applicable, the Connectors, will be uninterrupted (whether due to the failure of any hosted component of the Software or otherwise) or error free or that any internet tool will be completely secure.

8.2. Remedy for non-conforming Software
If deviations in the Software, and, if applicable, the Connectors (other than in connection with an Other Software Upgrade), occur and the Software, and, if applicable, the Connectors (other than in connection with an Other Software Upgrade), is considered non-conforming, then on written notice Central Innovation may in its absolute discretion select to:

(a) replace the Software and, if applicable, the Connectors;

(b) use its reasonable efforts to repair the Software and, if applicable, the Connectors; or

8.3. Australian Consumer Law
Where the provisions of the Competition and Consumer Act 2010 (Cth) (Act) apply, Central Innovation gives the warranties required under that Act and You have the rights provided to You under the Act.

9. INDEMNIFICATION
You indemnify and hold harmless Central Innovation and, at the option of Central Innovation, defend Central Innovation and any of its Affiliates from and against all claims, losses, damages, judgments, costs and expenses (including legal fees) incurred directly or indirectly by Central Innovation arising out of or relating to Your breach of this User Licence.

10. LIMITATIONS
10.1. Limitation of Liability
To the extent permitted by law, Central Innovation’s liability to You, whether before or after the termination of this User Licence, in respect of any loss or damage whatsoever, whether arising in contract, tort (including negligence), pursuant to any statute or otherwise, sustained by You or any other person in relation to any matter connected with this User Licence or the Software and, if applicable, the Connectors, is limited to the Licence Fee, and, if applicable, the Connector Fee paid by You for the Software and, if applicable, the Connectors, in the 12 months before the incident giving rise to the liability.

10.2.Exclusion of consequential and related damages
The limitation of liability in clause 10.1 extends to all loss or damage including, without limitation, loss of profits, indirect, special, incidental, punitive, consequential or special loss or damages caused by a breach of this User Licence or any non-conforming Software and, if applicable, the Connectors, (including, but not limited to, claims for loss of data, goodwill, use of the Software and, if applicable, the Connectors, late delivery, interruption in use, corruption or availability of data, stoppage of other work or impairment of other assets) whether or not such loss or damage was reasonably foreseeable or not.

10.3. No Reliance
You acknowledge and confirm to Central Innovation that at the time of entering into this User Licence, You are not relying on any representation made by Central Innovation or any of its officers, employees, contractors or subcontractors that has not been stated expressly in this User Licence, or on any descriptions or specifications contained in any other document, including any presentations, catalogues or publicity material produced by or on behalf of Central Innovation.

11. TERM & TERMINATION
11.1. Term
This User Licence commences on the date that You download, install or access the Software and continues for the Initial Term and any Additional Term unless terminated earlier in accordance with this User Licence.

11.2. Automatic renewal and Additional Term
(a) Central Innovation will provide You with a User Licence renewal notification by email approximately one month prior to the end of the Initial Term or any Additional Term (as applicable).

(b) You may give notice via Central Innovation’s website at https://centralinnovation.com that You wish to terminate the User Licence either in respect of:

(i) the current Term;

(ii) an upcoming Additional Term prior to the commencement of the Additional Term; or

(iii) at any point where there has been an increase in the Licence Fee under clause 4.2 or unilateral amendment of the terms of this User Licence under clause 13(a) where such amendment negatively impacts Your rights or obligations under this User Licence.

(c) Where You choose to terminate the User Licence in respect of a current Term You will not be entitled to a refund of the Licence Fee that was paid in respect of that Term.

11.3. Termination for breach by You
Central Innovation may immediately terminate this User Licence where:

(a) You fail to pay any amount owing to Central Innovation as and when due;

(b) You suffer an Insolvency Event; or

(c) You are in breach of this User Licence and fail to remedy that breach within 15 days of being notified of such breach.

11.4. Termination for breach by Central Innovation
You may immediately terminate this User Licence where:

(a) Central Innovation suffers an Insolvency Event; or

(b) Central Innovation is in breach of this User Licence and fails to remedy that breach within 15 days of being notified of such breach.

11.5. Termination without cause
After expiration of the Initial Term or Additional Term, Central Innovation may terminate the User Licence by giving You 1 month’s written notice.

12. ASSIGNMENT
Central Innovation may, in its absolute discretion and without requiring any consent, assign any of its entitlements, benefits or obligations under this User Licence to a Related Entity or a third party.

13. GENERAL
(a) Central Innovation reserves the right to change this User Licence from time to time by providing You with at least 30 days’ written notice. This notice may be sent via email. Continued use of the Software and, if applicable, the Connectors, after You have been notified of the changes, constitutes acceptance of the revised terms.

(b) This User Licence is governed by and construed in accordance with the laws of the State of New South Wales and the Commonwealth of Australia and the parties submit to the exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia.

(c) This User Licence does not confer a benefit on, and is not enforceable by, any person or entity who is not a party to this User Licence.

(d) Subject to clause 13(e), if a provision of this User Licence is illegal or unenforceable in any relevant jurisdiction, it may be severed for the purposes of that jurisdiction without affecting the enforceability of the other provisions of this document.

(e) Clause 13(c) does not apply if severing the provision:

(i) materially alters the scope and nature of this Use Licence;

(ii) materially alters the relative commercial or financial positions of the parties; or

(iii) would be contrary to public policy.

14. INTERPRETATION
14.1. Definitions
Additional Term means any term that commences on the expiration of the Initial Term or any prior Additional Term (as applicable).

Affiliate means:

(a) with respect to a person, a relative, spouse, de-facto or colleague of that person;

(b) with respect to a corporation a Related Entity.

Confidential Information in relation to a party means all information relating to that party in whatever form (including verbal, or recorded on paper or by electronic means) including all financial, operational and technical information, but excluding (a) information which must be disclosed by a recipient pursuant to law or the rule of a recognised stock exchange, (b) information already known to the recipient prior to entry into this User Licence, (c) information independently developed by the recipient, and (d) information that is in the public domain other than by breach of an obligation of confidentiality.

Connectors means a software integration module within MaXXlink that enables data exchange, synchronization, or workflow automation between MaXXlink and a third-party system, platform, or application.

Connector Fee means the fee payable to Central Innovation for the work carried out by Central Innovation to connect the Connectors between the Software and the Other Software.

GST has the meaning given to that term in the GST Law.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

GST Law has the meaning given to that expression in the GST Act.

Initial Term means the initial 12-month period of the licence.

Insolvency Event means any of the following:

(a) a person is or states that the person is unable to pay from the person’s own money all the person’s debts as and when they become due and payable;

(b) a person is taken or must be presumed to be insolvent or unable to pay the person’s debts under any applicable legislation;

(c) an application or order is made for the winding up or dissolution or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution of a corporation;

(d) an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed in respect of a corporation or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within 7 days;

(e) a controller is appointed in respect of any property of a corporation;

(f) a corporation is deregistered under the Corporations Act 2001 (Cth) or notice of its proposed deregistration is given to the corporation;

(g) a distress, attachment or execution is levied or becomes enforceable against any property of a person;

(h) a person enters into or takes any action to enter into an arrangement (including a scheme of arrangement or deed of company arrangement), composition or compromise with, or assignment for the benefit of, all or any class of the person’s creditors or members or a moratorium involving any of them;

(i) a petition for the making of a sequestration order against the estate of a person is presented and the petition is not stayed, withdrawn or dismissed within 7 days or a person presents a petition against himself or herself;

(j) a person presents a declaration of intention under section 54A of the Bankruptcy Act 1966 (Cth); or

(k) anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in respect of a person.

Intellectual Property Rights means:

(a) patents, designs, trademarks and service marks (whether registered or unregistered) and any application for, or rights to apply for registration of any patent, design, trademark or service mark;

(b) copyright (including copyright in software, websites, databases and advertising and other promotional materials);

(c) all rights to have information (including trade secrets, know-how, operating procedures and technical information) kept confidential; and

(d) all other rights or protections having similar effect anywhere in the world.

Licence Fee means the fee payable to Central Innovation for use of the Software for a 12-month period.

Other Software means the collection of macros, add-ins, software and other tools developed by third party software providers or by You which have been installed by You or a third party.

Related Entity has the meaning given to that term in the Corporations Act 2001 (Cth).

Software means the collection of macros, add-ins, software and other tools developed by Central Innovation and combined into a software product suite known as MaXXlink.

Term means the Initial Term and Additional Term (if any).

User Licence has the meaning given to that term in clause 1(a).

‘You’ means the entity or person named in the process of installing the Software and, if applicable, the Connectors, as being the prospective user of the Software and, if applicable, the Connectors, and any party who pays the Licence Fee and, if applicable, the Connector Fee, associated with the use of the Software and, if applicable, the Connectors (Your and Yours have corresponding meanings).

14.2.Construction
Unless expressed to the contrary, in this User Licence:

(a) words in the singular include the plural and vice versa;

(b) any gender includes the other gender;

(d) “includes” means includes without limitation;

(e) no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it;

(f) a reference to:

(i) a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority;

(ii) a person includes the person’s legal personal representatives, successors, assigns and persons substituted by novation;

(iii) ‘law’ includes statute law, common law and equitable principles;

(iv) any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced;

(v) an obligation includes a covenant, warranty, representation or indemnity and a reference to a failure to comply with an obligation includes a breach of covenant, warranty, representation or indemnity;

(vi) time is to local time in Sydney;

(vii) “$” or “dollars” is a reference to Australian currency;

(viii) “costs” includes charges, expenses and legal costs;

(ix) this or any other document includes the document as novated, varied or replaced and despite any change in the identity of the parties;

(x) this document includes all schedules and annexures to it; and

(xi) a clause, schedule or annexure is a reference to a clause, schedule or annexure, as the case may be, of this User Licence;

(g) if the date on or by which any act must be done under this User Licence is not a business day, the act must be done on or by the next business day;

(h) where time is to be calculated by reference to a day or event, that day or the day of that event is excluded; and

(i) headings do not affect the interpretation of this User Licence.

MaXXlink End User Licence Agreement (User Licence)

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