Quoxient 'Qsoar' Licence Agreement


1. In this Software Licence Agreement the following expressions shall have the following meaning:- "Approved environment" means the environment, which may include computers and software in the schedule or approved in writing by Quoxient Pty Ltd to be used with the Quoxient 'Qsoar' Software at the location or site stipulated in the licence agreement or any other place approved in writing by Quoxient Pty Ltd.

1A Quoxient Pty Ltd warrants it has the right and authority to grant the licence to the Licensee.

2. The term of this Agreement shall be for one (1) year from the date hereof and shall continue thereafter until terminated by the Licensee on one (1) month's notice or until otherwise terminated as provided herein.

3. The Licensee shall pay the Licence Fee upon placement of the order for the Software.

4. If the Licensee:- a) removes or allows the removal of the Software from the location or operates the Software elsewhere; b) does not operate the Software in the approved environment; c) exceeds the maximum limits for the numbers of entities and numbers of concurrent users as stipulated in the schedule; d) be declared bankrupt or enters into liquidation or has a Receiver appointed or any transfer or other accommodation for the benefit of or composition with creditors or other like or similar occurrence is entered into or suffered by the Licensee; e) causes or allows the removal from the location of any hardware containing the Software; f) allows a third party access to the Software; or g) fails to comply with any of its obligations contained in this Agreement, then the Licensee shall be in default and without prejudice to any other rights Quoxient Pty Ltd may terminate this Agreement.

5. Unless otherwise provided herein the licence fee and any additional charges stipulated, include all delivery, installation, commissioning and sales tax but does not include any other Federal, State or Local tax which the License agrees to pay.

6. The Licensee agrees:- a) that the Software is the valuable property and trade secret of Quoxient Pty Ltd embodying substantial creative efforts and confidential information ideas and expressions and that Quoxient Pty Ltd owns the copyright; b) to notify Quoxient Pty Ltd of any unauthorised possession or use of the Software; and c) not to use the Software for mission critical or life support applications.

7. The Licensee is responsible for the supervision, management and control of the Software.

8. To the full extent permitted by law the Licensee indemnifies Quoxient Pty Ltd against all claims, actions demands or damages arising directly or indirectly out of the Licensee's use or possession of the Software and such indemnity shall extend to any fault or failure in the Software or related documentation to perform any particular test or to achieve a particular result or to comply with a particular specification. This clause shall survive the termination of this Agreement.

9. The Licensee agrees not to reverse engineer, decompile, or disassemble any Quoxient Pty Ltd Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

10. Upon termination of this Agreement from any cause whatsoever the Licensee shall lose all rights to use the Software and shall forthwith deliver up all copies of the Software and accompanying materials and documentation and certify that all Software has been returned.

11. This Agreement constitutes the entire Agreement between Quoxient Pty Ltd and the Licensee as to the Software and supersedes all previous communications, representations and agreements either written or oral between the parties or their agents relating to the subject matter of this Agreement.

12. Each part of this Agreement shall be severable from the other and if for any reason any part is invalid or unenforceable such invalidity or enforceability shall not prejudice or in any way effect the validity or enforceability of any other part.

13. The failure by Quoxient Pty Ltd to endorse at any time any of the provisions hereof shall not be a waiver of such provisions nor affect the validity of this Agreement or any part thereof or the right of Quoxient Pty Ltd to enforce each and every such provision.

14. Quoxient Pty Ltd's liability and Licensee's rights are affected by Federal law as referred to below. To the extent permitted by those laws: a) all warranties, representations and statements concerning Software or Services to be supplied pursuant to this agreement (other than non-excludable warrants under Federal legislation), whether they be expressed or implied, including but without limiting, the generality of the foregoing, all such statements in connection with the suitability of the Software or services, not expressly referred to herein are hereby excluded. b) subject to the following, Quoxient Pty Ltd, Quoxient directors and owners, Quoxient authorised agents and dealers, shall in no circumstances be liable for damages of any nature, including damages for consequential losses, in connection with the supply or performance of Software or services or materials or any part thereof supplied by Quoxient Pty Ltd pursuant to this agreement or any failure to supply same or part thereof. Quoxient Pty Ltd liability under this agreement whether arising out of negligence or howsoever shall be limited at the option of Quoxient Pty Ltd to defects notified within 30 days: i. in the case of media the replacement of any defective or part thereof; or ii. in the case of services, the performance of any defective services again. (Federal Law: Trade Practices Act Division 2 of Part V provides for certain non-excludable warranties).

15. Quoxient Pty Ltd agrees to defend or, at Quoxient Pty Ltd's option, settle any third party's claim of patent or copyright infringement asserted against the Licensee by virtue of the Licensee's use of the Software as delivered by Quoxient Pty Ltd, provided that Quoxient Pty Ltd is given prompt notice of any such claim and the right to control and direct through counsel of its own choosing the investigation, defence and settlement of each such claim, and further provided that the Licensee shall reasonably cooperate with Quoxient Pty Ltd in connection with the foregoing.

16. Quoxient Pty Ltd may assign any of its rights under this Agreement.