Binary Code Licence Agreement

1. Definitions

You means you as the licensee or as an authorised representative of the licensee.

Software means the accompanying software and documentation and any error corrections provided by McLachlan Software.

McLachlan Software means McLachlan Software Pty. Limited - ACN 001 557 384

2. Licence to Use.

McLachlan Software grants to you a non-exclusive and non-transferable license for the internal use only of Software. You have no right to distribute Software. For each licence you have purchased you may install and use one copy of Software on a single computer.

Storage/Network Use. You may also store or install a copy of Software on a storage device, such as a network server, used only to install or run Software on your other computers over an internal network; however, Software may not be shared or used concurrently on different computers. You must acquire a licence in respect of each concurrent use of Software. You may also copy Software for the purposes of backup only.

If Software is an upgrade or trade-up from a previous version of the Software, you may either use the current or prior version of the Software but not both versions at the same time. This Agreement supersedes any prior version licence, and governs your use of the Software. Unless replaced by a new agreement between you and McLachlan Software, the terms of this Agreement shall apply to any upgrades or updated versions of the Software provided by McLachlan Software.

3. Restrictions.

Software is confidential and copyrighted. Title to Software and all associated intellectual property rights is retained by McLachlan Software and/or its licensors. You may make copies of Software only for your internal use as set out above and provided that you reproduce all notices in and on Software, including this Agreement. Unless enforcement is prohibited by applicable law, you may not modify, decompile, disassemble, or otherwise reverse engineer Software. You acknowledge that the Software is not designed or intended for use in on-line control of aircraft, air traffic, aircraft navigation or aircraft communications; or in the design, construction, operation or maintenance of any nuclear facility. McLachlan Software disclaims any express or implied warranty of fitness for such uses. No right, title or interest in or to any trademark, service mark, logo, or trade name of McLachlan Software or its licensors is granted under this Agreement.

4. Limited Warranty.

McLachlan Software warrants to you that for a period of ninety (90) days from the date of purchase, as evidenced by a copy of the receipt, the media on which Software is furnished (if any) will be free of defects in materials and workmanship under normal use. Except for the foregoing, Software is provided "AS IS". Your exclusive remedy and McLachlan Software's entire liability under this limited warranty will be at McLachlan Software's option to replace the Software media or refund the fee paid for the Software.

5. Disclaimer of Warranty.


6. Limitation of Liability.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL MCLACHLAN SOFTWARE OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE SOFTWARE, EVEN IF MCLACHLAN SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will McLachlan Software's liability to you, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by you for Software under this Agreement. The foregoing limitations will apply even if the above stated warranty fails of its essential purpose.

7. Termination.

This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of Software. This Agreement will terminate immediately without notice from McLachlan Software if you fail to comply with any provision of this Agreement. Upon termination, you must destroy all copies of Software.

8. Export Regulations.

All Software and technical data delivered under this Agreement are subject to Australian export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licences to export, re-export, or import or to pay such duties or levies as may be applicable or as may be required after delivery to you.

9. Governing Law.

Any action related to this Agreement will be governed by New South Wales law and controlling Australian federal law. No choice of law rules of any jurisdiction will apply.

10. Severability.

If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission of the provision would frustrate the intent of the parties, in which case this Agreement will immediately terminate.

11. Integration.

This Agreement is the entire agreement between you and McLachlan Software relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.