TVble 1.11.0

EULA - End User License Agreement

License Agreement

IMPORTANT, PLEASE READ CAREFULLY. THIS IS A LICENSE AGREEMENT

Licence

1. This End User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and bsmArt Consulting Pty Ltd ACN 142 909 671 (“bsmArt”) for the object code version of bsmArt’s "Nominal Accounting Software" (“Software”) and any associated documentation (“Documentation”). [For the avoidance of doubt, this EULA excludes any open source software.]

2. By installing, copying or otherwise using the Software you accept the terms of this EULA. If you do not agree with the terms of this EULA, do not download, install, copy or use the Software.

3. bsmArt grants to you a personal, non-transferable and non-exclusive right to use the Software on a single computer, and the Documentation solely in relation to the Software. You must only use the Software and Documentation for your internal business purposes (“Permitted Purpose”).

4. You may make a single copy of the Software and the Documentation solely for the Permitted Purpose. You must not modify or alter the Software or merge all or any part of the Software with any other software.

5. Other than as permitted by law, you must not reverse assemble, reverse compile or create derivative works from, or directly or indirectly allow or cause a third party to reverse assemble, reverse compile or create derivative works from, the whole or any part of the Software.

6. You must not modify, translate, loan, rent, lease, copy, transfer or assign all or part of the Software or Documentation, or any rights granted to you under this EULA, to any other person. You must not remove any proprietary notices, labels or marks from the Software or Documentation.

7. You are responsible for the use, management and control of the Software and Documentation. You must ensure that the Software and Documentation is protected at all times from misuse, damage, destruction or unauthorised use.

Trial License

8. if you have been provided with a trial version of the Software, you may only use the Software during the agreed trial period to evaluate its functionality and suitability for your requirements. Upon expiry of the trial period you must cease using, and destroy any copies of, the Software and Documentation.

Upgrades

9. Any upgrade fees are payable annually in advance and are non-refundable to the extent permitted by law.

10. If you have paid the annual upgrade fees to bsmArt, bsmArt will provide the following upgrade services in relation to the Software to you (“Upgrade Services”) during the relevant 12 month period (“Upgrade Period”):

(a) any update or new release of the Software which provides functions equal to or better than the Software. This EULA will continue to apply in all respects to the update or new release which shall de deemed to be the Software for the purpose of this EULA.

11. You must install the update or new release of the Software as soon as possible after notification of the update or new release from bsmArt.

12. bsmArt does not warrant that there will be any updates or new releases of the Software during the Upgrade Period.

Support

13. Any support fees are payable annually in advance and are non-refundable to the extent permitted by law.

14. If you have paid the annual support fee to bsmArt, bsmArt will provide the following support services in relation to the Software to you (“Support Services”) during the relevant 12 month period (“Support Period”):

(a) access to the user guide, quick guide, forum, FAQ and how-to videos;

(b) email support and phone support;

(c) installation, upgrade assistance, basic usability and basic functionality of the Software as described in the Documentation; and

(d) the Upgrade Services.

15. Prior to requesting Support Services you must consult with you user guide, read through FAQ and forum postings, and ensure that the Software is the latest update or new release.

16. bsmArt will use its reasonable endeavours to respond to any request for Support Services within 2 business days of its receipt of the request but does not provide any warranties in this regard, nor does bsmArt warrant that it will be able to resolve the problem or that the Software can be altered to fit your particular needs.

17. The Support Services do not include:

(a) correction of errors or defects caused by you;

(b) application consulting, development services or training;

(c) hardware or other software maintenance or fault rectification;

(d) correction of errors arising out of your failure to comply with this EULA;

(e) resolution of connectivity, networking or implementation issues, technical architecture issues and other customer specific issues; or

(f) enquiries on general accounting or taxation issues.

Intellectual property

18. The Software and Documentation is licensed, not sold. No title to the intellectual property in the Software or Documentation is transferred to you. Title and ownership of all intellectual property rights to the Software and Documentation remains the exclusive property of bsmArt. The Software and Documentation is protected by copyright laws and international treaty provisions.

19. You must notify bsmArt immediately if you become aware of any unauthorised copying or use of the Software or Documentation, or other infringement of bsmArt’s intellectual property rights.

Warranties and liability

20. To the extent permitted by law, the Software is provided "AS IS" without warranty of any kind. To the extent permitted by law, bsmArt disclaims and make no express or implied warranties and specifically disclaims the warranties of merchantability, fitness for a particular purpose and non-infringement of third-party rights.

21. bsmArt does not warrant that the functions contained in the Software will meet your requirements or that the operation of the Software will be uninterrupted or error-free.

22. To the maximum extent permitted by law, bsmArt is not and will not be liable to you or any person claiming through you for any actions, damages, claims, liabilities, costs, expenses, or losses in any way arising out of or relating to this EULA, whether that liability arises in contract, tort (including negligence) or statute. To the maximum extent permitted by law, bsmArt’s entire liability to you and any person claiming through you, and your exclusive remedy under this EULA, will not exceed the licence fee you paid for the Software, if any.

23. In no event will bsmArt be liable to you or any person claiming through you for any consequential, special, incidental or indirect damages of any kind arising out of the Software or Documentation (including without limitation your use or inability to use the Software) , even if bsmArt has been advised of the possibility of such damages.

24. Nothing in this EULA excludes, restricts or modifies any term implied by the Trade Practices Act 1974 (Cth) or any relevant State or Territory legislation where to do so would contravene that statute or cause any part of this EULA to be void. bsmArt’s liability for a breach of any term implied by the Trade Practices Act 1974 (Cth) (or equivalent warranties in State or Territory legislation) which cannot be excluded, restricted or modified is limited at bsmArt’s option to:

(a) in the case of services, the resupply of the Services or the cost of having the services supplied again; and

(b) in the case of goods, the lowest of the cost of replacing the goods, acquiring the equivalent goods or having the goods repaired.

25. If you fail to comply with any provision of this EULA you will indemnify and keep indemnified bsmArt from and against actions, damages, claims, liabilities, costs, expenses, or losses, including without limitation solicitor's fees that arise or result directly or indirectly from such failure.

Confidential Information

26. You must not, without bsmArt’s prior written approval, disclose bsmArt’s Confidential Information. You must take all reasonable steps to ensure that your employees, officers, agents, subcontractors or any other person associated with you does not disclose bsmArt’s Confidential Information.

27. You may disclose bsmArt’s Confidential Information:

(a) to your solicitors, auditors, insurers and accountants who require information for the purpose of this EULA; or

(b) if required by law.

General

28. All amounts payable or other consideration provided in respect of supplies made in relation to this EULA are exclusive of GST (if any). Where a supply is a taxable supply, all amounts payable or other consideration provided must be increased by the amount of GST payable in relation to the supply. All GST must be paid at the time any payment to which it relates is payable (provided a tax invoice has been issued for the supply). Where any GST payable is not referable to an actual payment, then it must be paid within ten (10) days of a tax invoice being issued by the party making the supply.

29. The obligations of the parties under this EULA are suspended during the continuance of any force majeure event to the extent that those obligations are affected by the force majeure event.

30. This EULA is governed by the laws of New South Wales, Australia and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.

31. Each party must take all steps as may be reasonably required by the other party to give effect to the terms of this EULA and transactions contemplated by this EULA.

32. This EULA contains the entire agreement between the parties with respect to its subject matter. You acknowledge that in entering into this EULA you have not relied on any representation or warranties about its subject matter except as provided in this EULA.

33. No delay, neglect or leniency of any party in enforcing against any other party any obligation under this EULA will operate as a waiver or in any way prejudice any right under this EULA.

34. If any provision of this EULA is held to be invalid, illegal or unenforceable, this EULA will continue otherwise in full force and effect apart from such provision which will be taken to be deleted.

35. bsmArt may vary any part of this EULA by giving you at least 30 days written notice. If you do not agree with the proposed change(s) you may terminate this EULA within 30 days of notification of the change(s).

info@bsm-art.com.au