Incite Licence Agreement

INCITE SOFTWARE LICENCE AGREEMENT

BY ACCESSING THE SOFTWARE YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT ACCESS THE SOFTWARE.

THIS SOFTWARE LICENSE AGREEMENT is made between you, the Subscriber, and Incite Systems RDM Pty Ltd (ABN 47 154 463 742).

Definitions.

“Agreement” shall mean the terms of this Licence Agreement.

“Incite” shall mean Incite Systems RDM Pty Ltd. “We” and “Us” shall have a corresponding meaning.

“Software” shall mean a hosted version of the Incite R&D project and knowledge management software system for the Australian R&D Tax Incentive program and includes any changes, improvements, modifications and/or interfaces conceived and/or developed in such software with access provided via the ASP service as defined in clause 3.

“You” shall mean the Subscriber. “Your” shall have a corresponding meaning.

Grant of License.

Incite grants to you a non-exclusive, non-transferable license to use its software on computers or network servers under your control that are used in connection with obtaining the Incite service, in return for your payment of the applicable fees. You are expressly prohibited from sublicensing, selling, renting, leasing or otherwise distributing copies of the Software. You may not use the Software for any use prohibited by law.

Delivery of the Software shall have occurred when Incite has delivered account access details of the Software to you. You shall acquire only the right to use the software and related materials whilst the licence is in effect and shall not acquire any rights including, without limitation, rights of ownership or title, in any said software or related incite materials.

Intellectual Property Protection.

The Software, including its operation, code, architecture and implementation, as well as the look and feel of the Software are the valuable intellectual property of Incite. The Software is protected by Australian copyright laws and international treaty provisions. This Agreement does not give you any intellectual property rights in the Software. You agree not to modify, translate, disassemble, decompile, reverse engineer, create derivative works of, or make any other attempt by any means to discover or obtain the source code for the Software.

Limited Warranty.

Incite warrants that the Software will perform substantially in accordance with Incite’s published specifications for the Software for a period of ninety (90) days from the date you access the Software. Your exclusive remedy, and Incite’s entire liability in tort, contract or otherwise, for any breach of this warranty shall be, in Incite’s sole discretion to repair or replace the Software.

Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

THIS IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY INCITE. INCITE MAKES NO OTHER WARRANTY, EXPRESSED, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE ABOVE LIMITED WARRANTY PERIOD. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. NO INCITE DEALER, AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY.

If any modifications are made to the Software by you during the warranty period; if the Software is subjected to accident, abuse or improper use; or if you violate the terms of this Agreement; then this warranty shall immediately be terminated.

LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL INCITE OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF INCITE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. INCITE SHALL BE HELD HARMLESS FOR ANY LOSSES, REAL OR PERCEIVED, THAT OCCUR RELATING TO THE USE OF THE SOFTWARE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

Although the Software provided includes tools to assist you in the preparation of, as applicable, tax related documents (“Tax Documents”), you are solely responsible for the content, elections, accuracy and timely submission of all such Tax Documents. You agree to defend, at your own expense, indemnify and hold Incite harmless against liability (including without limitation, reasonable attorneys’ fees, penalties and interest) arising directly or indirectly from any suit, claim or proceeding brought against Incite by any party based upon preparation, submission or filing of Tax Documents through use of the Software by you or on your behalf.

Termination.

Your license to use the Software is terminated if you violate this Agreement. Upon termination, you must destroy all copies of the Software and related documentation.

General Provisions.

This Agreement is the exclusive agreement between you and Incite concerning the Software and supersedes any and all prior or contemporaneous oral or written agreements, representations, negotiations or other dealings between you and Incite. This Agreement will be governed by the laws of South Australia, Australia and the parties submit to the non-exclusive jurisdiction of the courts of South Australia and their appeal courts. If any part of this Agreement is found to be void, unenforceable or invalid, it shall not affect the other provisions of this Agreement. This Agreement can only be modified in writing signed by both parties. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.