TERMS & CONDITIONS
This Software License Agreement (“Agreement”) is between your company (“Client”) and BizData Pty Ltd (“BizData”), an Australian Proprietary Limited company with offices at Level 9, 85 Queen Street, Melbourne, VIC 3000, Australia. The parties acknowledge that they have read and understood this Agreement and agree to be bound by the terms and conditions set forth herein.  
1.	DEFINITIONS.  As used herein, the following words, phrases, or terms in this Agreement shall have the following meanings:
1.1.	“Authorised User” means the Client and its employees and contractors who are accessing the Software within the scope of the Client’s business and in a manner consistent with the terms and conditions of this Agreement.
1.2.	“Certified Environment” means a configuration of hardware and software as set forth in Schedule A attached hereto.
1.3.	“Confidential Information” means information that a party expressly designates as confidential, or which is clearly confidential from its content, the context of its disclosure, and/or the context in which it is used.  Confidential Information shall not include (a) information generally available to the public, (b) information released by a party generally without restriction, (c) information independently developed or acquired by a party or its personnel without reliance in any way on other protected information of the other party, or (d) information that a party approves for use and disclosure by the other party or its personnel without restriction.  
1.4.	“CPU” means a functional unit in a computer that interprets and executes instructions.  A CPU includes at least a processor consisting of at least an instruction control unit and an arithmetic and logic unit microprocessor contained within a computer system or server.
1.5.	“Documentation” means printed and digital materials including, but not limited to, user documentation, training documentation, technical information, and/or briefings supplied under this Agreement.
1.6.	“Effective Date” means the first date when this Agreement has been duly executed on behalf of both parties.
1.7.	“License Fee” means a fee, in the amount set forth above, paid by the client to BizData as partial consideration for the license granted for the specific product module/s named in Schedule A.  If no amount is set forth above, then no License Fee is due under or applicable to this Agreement.
1.8.	“License Period” means a period of 12 months from the Effective Date. 
1.9. 	"Maintenance Fee" means a fee, in the amount set forth above, paid by the client to BizData which extends the license entitlement by an additional 12 months. The maintenance fee assigns the right to continued use of the software in accordance with this Agreement as well as access to additional updates of the specific product module/s named in Schedule A released after initial delivery of the software. The software usage entitlement will cease where the payment has not been received within 30 days from the 12-month anniversary of the Effective date of the software license or the 12-month anniversary of a previous Maintenance Fee which has been accepted by BizData.
1.10. 	“Maintenance Period” means a period of three hundred and sixty-five (365) days directly following the 12-month anniversary of the Effective date of the license or directly following the 12-month anniversary of a previous Maintenance Fee payment. 
1.11.	“Retained Work” means any property of BizData or a third party that is incorporated into or provided as part of a service or deliverable, including but not limited to, the Software, Documentation, BizData’s proprietary software tools, and training materials.  A Retained Work includes modification, enhancements, and derivative works thereof developed for the purpose of inclusion in a service or deliverable.
1.12.	“Server” means a computer that supports the execution of a single, complete operating system (OS), with each running instance of a virtual server or a virtual machine considered an individual Server.
1.13.	 “Software” means any and all computer programs provided by BizData under this Agreement and identified in Schedule A, including computer source code, computer binary code, components, libraries, scripts, and any other computer programs, whether provided on computer readable media, over a network, or by any other means.  
1.14.	“Support Fees” mean fees for support services, including training, implementation assistance, and the like, that BizData may provide to the Client under this Agreement.  Such fees shall be invoiced at BizData’s then-standard hourly rates, unless otherwise provided in a Work Statement.
1.15.	 “Work Statement” means a written agreement executed by authorised representatives of both parties that contains
(a) substantially the following statement: “This is a Work Statement under the Software License and Support Agreement between BizData and [Client], with an “Effective Date” of ________________________.”;
(b) a description and/or specifications of the services to be performed and the deliverables to be delivered to the Client,
(c) the date or dates on which each of the service(s) and/or deliverable(s) identified in the Work Statement are to be provided;
(e) the rates of personnel who may assist in providing the Services and Deliverables; and
(f) the amount (actual or estimated, per agreement of the parties), schedule, and method of payment.
A Work Statement may contain other terms and conditions as are mutually agreeable to the parties, but in no event may a Work Statement modify this Agreement.
1.16.	“Use” means the loading, utilisation, storage or display of the Software by Authorised Users.
1.17. 	"GST" means the tax imposed by the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and related imposition Acts of the Commonwealth.  If GST is imposed on any supply made by us under this Agreement, you must pay, in addition to any Fees (unless those fees already include GST), an additional amount equivalent to the GST payable.  We will provide you with a valid tax invoice for the amount of GST which we require you to pay to us.
1.18. 	"Production Environment" means the server unit(s) that will be used, in whole or in part, for production/live purposes.
“Non-Production Server” refers to a server which supplements the production environment to enable development and/or testing.
1.19.        "Site Collection" means the storage unit(s) within SharePoint that will be used, in whole or in part, for production/live purposes.
“Non-Production Site Collection” refers to a separate storage unit within SharePoint which supplements the production environment to enable development and/or testing.
1.19.        "Web App" means the website instance within Microsoft Azure App Service that will be used, in whole or in part, for production/live purposes.
“Non-Production Web App” refers to a separate website instance within Microsoft Azure App Service which supplements the production environment to enable development and/or testing.
2.	LICENSE AND INTELLECTUAL PROPERTY.
2.1.	Grant of License.  
During the License Period, BizData grants to the Client a nonexclusive, nontransferable license to Use: (a) the Software on a single Production Server and/or in the case of SharePoint-based solutions on a single Production Site Collection and/or in the case of Azure hosted web solutions a single Production Azure Web App, (b) Any Documentation related to the Software that is made available by BizData to the Client, and (c) any Retained Works provided to the Client under this Agreement.  
2.2.	Limitations on License.  
Except as explicitly provided herein, the Client shall not, and warrants that Authorised Users shall not: (1) make available nor distribute all or part of the Software, Documentation, or Retained Works to any third party by assignment, sublicense or by any other means; (2) copy, adapt, reverse engineer, decompile, disassemble, or modify, in whole or in part, any of the Software, Documentation, or Retained Works; (3) implement the Software to operate in or as a time-sharing, outsourcing, Application Service Provider (ASP), or service bureau environment, or in any way allow anyone who is not an Authorised User to access the Software; (4) make source code or object code included in the Software available to any person accessing the Software via a network; (5) utilise the Software to transfer or exchange material where such transfer or exchange is prohibited by applicable copyright or any other law; or (6) remove BizData’s logos or other proprietary and restricted rights notices from the Software.
2.3.	Intellectual Property Rights and Reservation of Ownership.  
The Software, Documentation, and Retained Works, including but not necessarily limited to BizData’s proprietary software tools and training materials, are owned by BizData and are protected by Australian laws and applicable international laws, treaties, and conventions regarding intellectual property or proprietary rights.  BizData may own patents, trademarks, copyrights, and/or other intellectual property rights, or applications for such intellectual property rights, in the Software and/or Documentation.  BizData retains all right, title, and interest not granted herein to all copies of the Software, Documentation, or Retained Works, including but not necessarily limited to BizData’s proprietary software tools, and training materials licensed under this Agreement. As of the Effective Date, the Client agrees to use its reasonable best efforts to protect the Software, Documentation, and Retained Works from unauthorised access, reproduction, distribution, or publication.  Under no circumstances can a Work Statement entered into pursuant to this Agreement alter this Agreement, and in particular the provisions of this section.
3.	TERM AND TERMINATION.
3.1.1.	Term.  The license granted to this Client by this Agreement shall commence upon the Effective Date and shall continue for the License Period or until such time that BizData terminates this Agreement for a material breach that is not cured within five (5) days of written notice to the Client, except that termination is immediate for a material breach of a nature that it is impossible to cure.
3.2.	Material Breach. A material breach includes, but is not limited to:

3.2.1.	a breach of Section 7 (Confidentiality) which cannot be fully remedied within twenty-four (24) hours of notice of the breach;
3.2.2.	The Client making an assignment for the benefit of its creditors, the filing under any voluntary bankruptcy or insolvency law, under the reorganization or arrangement provisions of Australian Law, or under the provisions of any law of like import in connection with the Client, or the appointment of a trustee or receiver for the Client or its property;
3.3.	Rights and Obligations Upon Termination.  Upon termination of this Agreement, the Client shall cease using the Software and Documentation and promptly return all copies of the Software, Documentation, any other Retained Works, and all other Confidential Information of BizData in its possession or control.  Further, upon termination of this Agreement the Client shall delete all copies of such materials residing in on-line or off-line computer memory, and shall further destroy all copies of materials which incorporate BizData’s Confidential Information.
4.	DISCLAIMER OF WARRANTIES.  BIZDATA EXPRESSLY DISCLAIMS, AND THE CLIENT HEREBY EXPRESSLY WAIVES, ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 
5.	PAYMENT.  To the extent applicable, payment of the License Fee, Support Fees, and any and all taxes or fees including, but not limited to, goods and services tax (GST), sales tax, use tax, value-added tax (VAT), customs, duties, or tariff’s, and shipping and handling charges, shall be made by the Client to BizData in full without any right of set-off or deduction, and the Client shall pay the License Fee, Renewal Fees, and/or such costs within thirty (30) days from the date of invoice by BizData.  Failure by the Client to pay any amounts invoiced under this Agreement in full in accordance with this Agreement shall make the Client liable to pay BizData interest at the rate of one and a half percent (1.5%) per month on the remaining amount due, or at the highest amount permitted by applicable law.  The Client shall reimburse BizData's actual out-of-pocket expenses (“Reimbursable Expenses”) as reasonably incurred by BizData in furtherance of its performance under this Agreement or any Work Statement hereunder.  BizData shall submit itemised invoices, accompanied by appropriate supporting documentation, for Reimbursable Expenses.  Expenses shall be reimbursed within thirty (30) days after receipt of BizData's invoice, unless otherwise set forth and agreed to by the parties in the applicable Work Statement.
6.	LIMITATION OF LIABILITY.  In no event shall BizData be liable to the Client for any damages, direct or indirect, arising under this Agreement, including but not limited to costs of procurement of substitute goods or services; lost profits; lost data or system availability, lost sales or business expenditures; investments; or commitments in connection with any business, loss of any goodwill, or for any indirect, special, incidental, or consequential damages arising out of or related to this Agreement or for usage of, or inability to use, the Software, Documentation, any Retained Works, or any services or deliverables, however caused, or from any cause of action of any kind, including, but not limited to, contract, tort (including negligence), strict liability, breach of warranty, misrepresentation, or otherwise, in any amount. 
7.	CONFIDENTIALITY.  Each party agrees that it shall not reveal or disclose any Confidential Information of the other party for any purpose to any other person, firm, corporation, or other entity, other than its employees or contractors with a need to know such Confidential Information to perform employment responsibilities consistent with the party’s rights and obligations under this Agreement.  Each party shall safeguard and protect the Confidential Information of the other party from theft, piracy or unauthorised access in a reasonable manner, such reasonable manner being at least consistent with the protections the party uses to protect its own Confidential Information.  Each party shall inform its employees and contractors of their obligations under this Agreement, and shall take such steps as may be reasonable in the circumstances, or as may be reasonably requested by the party which has provided Confidential Information, to prevent any unauthorised disclosure, copying or use of the Confidential Information.
8.	PUBLICITY.  The Client will not unreasonably withhold approval to BizData using or referring to the Client in promotional material in a manner that does not compromise the confidentiality of the Client's affairs.
9.	INDEMNIFICATION.
9.1.	Indemnification by BizData.  BizData hereby agrees to defend and indemnify the Client against any claim that the Software, furnished and used within the scope of this Agreement infringes any Australian registered copyright or patent, provided that: (1) BizData is given prompt notice of the claim; (2) BizData is given immediate and complete control over the defense and/or settlement of the claim, and the Client fully cooperates with BizData in such defense and/or settlement; (3) The Client does not prejudice in any manner BizData's conduct of such claim; and (4) the alleged infringement is not based upon the use of the Software in a manner prohibited under this Agreement, in a manner for which the Software was not designed, or in a manner not in accordance with the Documentation.
9.2.	Superseded or Altered Version.  BizData shall have no liability for any claim of infringement based on (a) the use of a superseded or altered version of the Software if infringement would have been avoided by the use of a current or unaltered version of the Software which BizData made available to the Client; or (b) the combination, operation or use of the Software with software, hardware or other materials not furnished by BizData.
9.3.	Injunction.  If a final injunction is obtained against the use of any part of the Software or Documentation by reason of infringement of an Australian registered copyright or patent, the license granted herein shall immediately terminate.
9.4.	Liability of BizData.  This Section 9 states BizData's entire obligation and liability with respect to the infringement of any property right.
9.5.	Indemnification by the Client.  The Client hereby indemnifies BizData against any claim for alleged infringement of any Australian registered copyright or patent, any trade secret violation, or any other intellectual property dispute arising out of the use of the Software by the Client in a manner prohibited under this Agreement, in a manner for which the Software was not designed, or in a manner not in accordance with the Documentation. 
The Client also hereby indemnifies BizData, and its directors, servants, sub-contractors and agents, from and against any loss, damages or claim (including, without limitation, any legal costs on an indemnity basis) suffered, incurred or brought against BizData, its directors, servants, sub-contractors or agents where such liability is caused by:
	a) A breach by the Client or its directors, servants or agents, or any other party for whom it is vicariously liable, of this Agreement;
	b) use by the Client or its directors, servants or agents, or any other party for whom it is vicariously liable, of this Agreement;
	c) any loss, claim or damages suffered by any third party arising out of or in relation to the use of the Software by the Customer or its directors, servants and agents, or any other party for whom it is vicariously liable, or the provision of the services.
10.	GENERAL PROVISIONS
10.1.	Headings.  The headings used in this Agreement are for convenience only and are not intended to be used as an aid to interpretation.
10.2.	Relationship of the Parties.  BizData shall be deemed to be an independent contractor to the Client under this Agreement.  Neither Party shall have authority to act for or bind the other Party without the other Party’s express written consent.
10.3.	Export Control – The Client agrees to comply with all laws, regulations, and orders of the Australia in regard to any export of the Software and Documentation.
10.4.	Entire Agreement.  This Agreement constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous agreements, understandings, and arrangements between the parties relating to such subject matter. Any modification(s) or amendment(s) to this Agreement must be in writing and signed by an authorised representative of each party.
10.5.	Severability.  To the fullest extent possible each provision of this Agreement shall be interpreted in such fashion as to be effective and valid under applicable law. If any provision of this Agreement is declared void or unenforceable for particular facts or circumstances, such provision shall remain in full force and effect for all other facts or circumstances. If any provision of this Agreement is declared entirely void or unenforceable, such provision shall be deemed severed from this Agreement, which shall otherwise remain in full force and effect.
10.6.	Assignment.  This Agreement and the license granted hereunder may not be assigned by either Party without the prior written consent of the other Party and any attempt to do so without permission shall be void.
10.7.	Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.
10.8.	No Waiver.  Failure by either party to exercise any right or remedy under this Agreement does not signify acceptance of the event giving rise to such right or remedy.
10.9.	No Solicitation.  Each party agrees that it shall not solicit the employ of any of the other party’s employees who have been involved in the development, sale, installation, or support of the Software for a period of six (6) months from the later of the Effective Date or the termination of such individual's employment from the party.
10.10.	Force Majeure.  Neither party shall be liable for any loss or damage or be deemed to be in breach of this Agreement to the extent that performance of such party’s obligations or attempts to cure any breach under this Agreement are delayed or prevented as a result of any event or circumstance beyond its reasonable control, including without limitation, war, invasion, act of foreign enemy, hostilities, civil war rebellion (whether war be declared or not) strike, lockout or other industrial dispute, or act of God.
10.11.	Jurisdiction and Choice of Law.  This Agreement shall be deemed to have been executed in the State of Victoria, Australia and will be governed by and construed in accordance with the laws of the State of Victoria, Australia, excluding that body of law applicable to choice of law and excluding the United Nations Convention on Contracts for the International Sale of Goods, if applicable.  If either Party brings suit to enforce this Agreement or any provision herein, The Client hereby consents to the jurisdiction of the courts of the State of Victoria, for the purpose of such action or proceeding, and agrees that such action shall be brought in a state or federal court within the state of Victoria, Australia.
10.12.	Survival.  Sections 2.3, 4, 6, 7,8 and 9 will survive the termination or expiration of this Agreement for any reason.
10.13.	Counterparts.  This Agreement may be executed in one or more counterparts (including via facsimile), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
10.14	Exclusion of implied terms. Except as expressly provided in this Agreement, each party excludes any implied conditions, warranties or terms (except if that exclusion would contravene applicable law, and liability for breach of any such implied term or condition is limited to the extent permitted by the applicable law).
10.15.	Notices.  Unless otherwise agreed to by the parties, any notice required or permitted to be given or delivered under this Agreement shall be delivered to the address supplied at time of registration online.

if to BizData:	Mark Matthews
		BizData Pty Ltd
		Level 9, 85 Queen St, Melbourne, VIC, 3000, Australia

if to the Client:  	As specified at time of online registration
Notice shall be deemed to have been received by any party, and shall be effective, (i) on the day given, if personally delivered or if sent by confirmed facsimile transmission, receipt verified or (ii) on the third day after which such notice is deposited, if mailed by certified, first class, postage prepaid, return receipt requested mail.