IMPORTANT

END USER LICENCE AGREEMENT, READ THIS AGREEMENT CAREFULLY

Permission to use this software is conditional upon the user (“you”) agreeing to the terms and conditions set out below. The software is offered to you by Lockr Life Pty Ltd ACN 602 286 448 (Licensor). By signing up for an account or installing our Software, you will be deemed to have accepted these terms and conditions. Acceptance will bind you and your employees (if applicable).

1. Warning
1.1 Before you subscribe to our services, you must read the terms and conditions of this licence (Licence Agreement).
1.2 If you do not agree with the terms and conditions of this Licence Agreement, you must:
(a) not log in to any services on our website; and
(b) cease to download, install or use the Software.

2. Acknowledgment
2.1 By downloading, installing or using the Software, you will be deemed to:
(a) have read this Licence Agreement;
(b) fully understand the terms of this Licence Agreement;
(c) agree to be bound by the terms of this Licence Agreement; and
(d) understand that this Licence Agreement is a legal agreement between you and the Licensor and can be enforced accordingly.

3. Scope of Licence for Full Version
3.1 Subject to clauses 3.2, 3.3 and 5, if you are installing or using the Software, the Licensor grants to you as the original purchaser, a fully paid-up (if applicable), registered, personal, non-exclusive and non-transferable licence to use the Software remotely via the internet subject to the terms and conditions of this Licence Agreement.
3.2 If you have made payment to the Licensor for:
(a) a Single-User Software Licence then you may use the Software on only one computer that you own or operate at a single physical location. You may transfer the Software from one such computer to another that you own or operate provided that you do not use or permit the usage of the Software on more than one computer or computer terminal at a time.
(b) a Multi-User Software Licence then you may use the Software on only one computer network that you own or operate and only then in respect of data files created by you or by another licensed user. You may transfer the Software from one computer to another that you own or operate on this network provided that you do not use or permit the use of the Software by more than the licensed number of users at a time nor permit the use of the Software on more than one network at any one time, nor permit the use of the Software in respect of data files not created by you or by another licensed user.
3.3 The grant of any licence under this clause 3 is conditional upon you paying the applicable licence fee. The licence fee will be charged at times and in amounts as agreed between you and Licensor (failing which no licence is granted). If any licence fees are not agreed or not paid, this Licence Agreement (together with any licence granted to you under it) is terminated in accordance with clause 11 without further risk or liability to Licensor.

4. Scope of Licence for Trial Version
4.1 If you are installing any trial version of the Software:
(a) you are only licensed to use the trial version of the Software for the trial period (or for such period as is otherwise specified by Licensor) (Trial Period);
(b) you acknowledge and agree that the Licensor may directly end trial use at any time in accordance with clause 11.2(b);
(c) you must not use the Software beyond the Trial Period unless you pay the licence fee and the Licensor issues you a valid registration code;
(d) you understand that the Software may cease to function either in whole or in part beyond the Trial Period if you do not purchase a valid licence for the Initial Subscription Period; and
(e) you must remove the Software from your computer if you do not purchase a valid licence for the Initial Subscription Period after the Trial Period ends.

5. Licence Fee
5.1 The licence fee payable by you for use of the Software is as described on the lockr.com.au website. The Initial Subscription Period is 365 days.
5.2 Except in the event of early termination of this Licence Agreement in accordance with clause 11, you shall pay the licence fee for the Initial Subscription Period and any Renewal Period.
5.3 Should the Licensor wish to modify the licence fee for any Renewal Period, Licensor will endeavor to issue you with a renewal notification specifying the proposed licence fee for the Software not less than 3 weeks prior to the end of the Initial Subscription Period (or Renewal Period, if applicable).

6. Ownership and Intellectual Property Rights
6.1 You agree and acknowledge that:
(a) all Intellectual Property Rights in the Software including, without limitation, patents, copyright and trade marks are owned or licensed by and remain at all times with the Licensor;
(b) nothing in this Licence Agreement operates to give you any ownership rights in the Software; and
(c) use of the Software by you, or any other person or entity, not in accordance with this Licence Agreement is a breach of this Licence Agreement.
6.2 Nothing in this Licence Agreement affects the ownership of moral rights in the Software.

7. Restrictions on use
7.1 To the maximum extent permitted by law, you must not copy, alter, modify, adapt, translate, rent, lease, lend or commercially exploit or create derivative works of the Software or any part of the Software, but you may make one back-up copy of the Software to be used solely in accordance with clause 3 above.
7.2 You must not reverse engineer, decompile or disassemble the Software, or any part of that Software, other than as permitted by applicable law.
7.3 You must not create or attempt to create the source code from the object code of the Software.
7.4 The Software is licensed as a whole and, subject to clause 3, its component parts may not be separated for use.
7.5 You must use the Software strictly in accordance with the procedures set out in any user help file incorporated with the Software, any instructions on the Licensor’s website and otherwise in accordance with any user directions that may be issued by or on behalf of the Licensor from time to time.
7.6 The Licensor is not required to provide updates or new releases of the Software pursuant to this Licence Agreement and you acknowledge that the provision of upgrades or new releases may be the subject of a separate agreement.
7.7 You agree that you must protect the Software at all times from unauthorised access, use or damage.

8. Risk
8.1 You will use the Software at your sole and entire risk.
8.2 You acknowledge and agree that the Software does not necessarily provide definitive answers and solutions and that the effective and accurate use of the Software necessarily requires an element of human intervention and careful selection.
8.3 You are entirely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and rights (including Intellectual Property Rights) of use in respect of any or all of your data or information, including personal information (as defined in the Privacy Act) that you input in the course of using the Software (Your Data), including entering Your Data into the Software and maintaining Your Data. Intellectual Property Rights means all industrial and intellectual property rights bother in Australian and throughout the world, whether now known or devised in the future, and for the duration of the rights including any patents, copyright, registered or unregistered trade-marks or service marks, registered designs and commercial names and designations, circuit layouts, database rights and rights in relation to confidential information and trade secrets, whether or not registered or registrable.

9. Liability
9.1 Australian laws may give you certain rights or limit the operation of certain provisions of this Licence Agreement. The limitation set out in this clause is subject to those laws.
9.2 All express or implied warranties, representations, statements, terms and conditions relating to this Licence Agreement, not contained in this Licence Agreement, are, subject to clause 9.3, excluded from this Licence Agreement to the extent permitted by law.
9.3 Nothing in this Licence Agreement excludes, restricts or modifies any condition, warranty, right or remedy implied or imposed by any statute or regulation, including without limitation the Consumer and Competition Act 2010 (Cth.), which cannot lawfully be excluded, restricted or modified, including without limitation implied terms and warranties which operate to protect the purchasers of goods and services in various circumstances.
9.4 If any condition or warranty is implied into this Licence Agreement under the Consumer and Competition Act 2010 (Cth.) (or other applicable statutes or regulations) and cannot be excluded, and the Licensor is able to limit your remedy for a breach of such a condition or warranty, then the Licensor’s liability for breach of the condition or warranty is limited to one or more of the following at the Licensor’s option:
(a) in the case of goods, replacement of the goods or the supply of equivalent goods; repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; or
(b) in the case of services, supplying of the services again; or payment of the cost of having the services supplied again.
9.5 Subject to the Licensor’s obligations under the implied conditions and warranties referred to in clause 9.3, the Licensor’s maximum aggregate liability for all claims under or relating to this Licence Agreement or its subject matter (including, without limitation and if applicable, support and maintenance services under clause 12), whether in contract, tort (including without limitation negligence), in equity, under statute, under an indemnity or on any other basis, is limited to an amount equal to the fees, if any, paid by you under this Licence Agreement.
9.6 Subject to the Licensor’s obligations under the implied conditions and warranties referred to in clause 9.3, the Licensor is not liable for, and no measure of damages will, under any circumstances, include:
(a) special, indirect, consequential, incidental or punitive damages; or
(b) economic loss, loss of profits, revenue, goodwill, bargain, anticipated savings or loss or corruption of data, whether in an action in contract, tort (including without limitation negligence), product liability, statute, under an indemnity or on any other basis, whether or not such loss or damage was foreseeable and even if advised of the possibility of the loss or damage.

10. Indemnity
10.1 You hereby indemnify the Licensor against any liabilities, losses, expenses or other costs (including, but not limited to, reasonable legal fees) arising from or in relation to any wilful, negligent or unlawful act or omission of, or breach of this Licence Agreement by you, or (to the extent permitted by law) any use of or reliance by you on the Software.
10.2 Where this clause refers to a person who is not a party to this Licence Agreement then the Licensor holds the benefit of this clause on trust for them.

11. Term and termination
11.1 This Licence Agreement remains in effect unless it is terminated under this clause 11.
11.2 Licensor may terminate this Licence Agreement with immediate effect by giving written notice if:
(a) you breach one or more obligations under this Licence Agreement and, within 14 days of receiving a written notice from Licensor, fails to rectify the breach;
(b) you commit a material breach which, in Licensor’s opinion, is not capable of being rectified;
(c) one of your warranties is, or becomes, untrue;
(d) you, being a company, become, threaten or resolve to become or is in jeopardy of becoming subject to any form of insolvency administration;
(e) you, being a partnership, dissolve, threaten or resolve to dissolve or is in jeopardy of dissolving;
(f) you, being company, suffer a change in control or ownership;
(g) you, being a natural person, die; or
(h) you cease or threaten to cease conducting your business in the normal manner.
11.3 For the purposes of clause 11.2(f), control of a partnership, trust, joint venture, corporation or other entity (entity) means:
(a) the ability to cast or control the casting vote of more than 50% of the maximum number of votes that might be cast at any general meeting (or equivalent) of the entity; or
(b) the holding of more than 50% of the issued ordinary share capital, the equity, or other ownership interest in the entity.
11.4 Trial Version. If you are installing the trial version of the Software:
(a) you may terminate this Licence Agreement at any time by permanently removing the Software from each computer and/or network you operate;
(b) Licensor may terminate this Licence Agreement immediately for any reason by giving you written notice;
(c) upon notification of termination of the Licence Agreement by the Licensor, you must destroy all of your copies of the Software; and
(d) all provisions in this Licence Agreement relating to confidentiality, intellectual property rights and non-disclosure survive the termination of this Licence Agreement.
11.5 Full Version. If you are installing the full (registered) version of the Software:
(a) you may terminate this Licence Agreement at any time by permanently removing all of your copies of the Software from each computer and/or network you operate;
(b) Licensor may terminate this Licence Agreement if you breach any term or condition of this Licence Agreement and, upon such termination, you must destroy the Software, together with copies, or return them to the Licensor.
(c) on termination of this Licence Agreement, you will not be entitled to a refund of any fees or charges paid by you for the Software; and
(d) all provisions in this Licence Agreement relating to confidentiality, intellectual property rights and non-disclosure survive the termination of this Licence Agreement.
11.6 Termination of this Licence Agreement will be in addition to and not in lieu of any other remedies available to the Licensor.

12. Maintenance and support
12.1 This clause 12 applies if and when you purchase pre-paid support and maintenance services from the Licensor and have paid all support and maintenance fees in full.
12.2 The Licensor will provide support and maintenance services to you in accordance with the Licensor’s polices and programs described in the user manual, in on-line documentation, and/or other maintenance and support materials provided by the Licensor.
12.3 You acknowledge and agree that support and maintenance services do not extend to:
(a) the remedying of defects in the Software caused by an action or omission by you in breach of this Licence Agreement or by any third party not previously approved by the Licensor to maintain the Software; or
(b) the provision of upgrades or new releases / new versions of the Software.
12.4 The Licensor will perform the support and maintenance services with due care and skill. The Licensor disclaims all other warranties, either express or implied, including without limitation warranties of merchantability and fitness for a particular purpose.

13. Upgrade and product exchange
13.1 In the event of an upgrade or product exchange, the licence granted under this Licence Agreement will automatically transfer to the new version or product. All of your rights in respect of the original product will lapse and you will not be permitted to make further use of it.

14. Entire agreement
14.1 This Licence Agreement is the entire agreement between the parties about its subject matter and replaces all previous agreements, understandings, representations and warranties about that subject matter.
14.2 Each party represents and warrants that it has not relied on any representations or warranties about the subject matter of this Licence Agreement except as expressly provided in this Licence Agreement.

15. Variation
15.1 The Licensor may vary this Licence Agreement at any time in writing by notifying you directly by any means at least seven (7) days in advance including without limitation placing the varied terms and conditions on the Licensor’s website. If you do not accept a duly notified variation to this Licence Agreement, this Licence Agreement (together with any licence granted to you under it) is terminated without further risk or liability to Licensor.

16. Law
16.1 This Licence Agreement will be governed by and construed in accordance with the laws for the time being in force in the Australian Capital Territory and the parties agree to submit to the jurisdiction of the courts and tribunals of the Australian Capital Territory.

17. Waiver
17.1 No forbearance, delay or indulgence by a party in enforcing the provisions of this Licence Agreement will prejudice or restrict the rights of that party, nor will any waiver of those rights operate as a waiver of any subsequent breach.

18. Assignment, novation and other dealings
18.1 You must not assign or novate this Licence Agreement or otherwise deal with the benefit of it or a right under it, or purport to do so, without the Licensor’s prior written consent, which may be withheld at the Licensor’s absolute discretion.

19. Capacity and third party rights
19.1 You warrant to the Licensor that you have legal capacity to enter into and be bound by this Licence Agreement. If you are a natural person, you warrant to the Licensor that you are at least 18 years of age.
19.2 Save as expressly provided otherwise in this Licence Agreement:
(a) each person who executes this Licence Agreement does so solely in his, her or its own legal capacity and not as agent or trustee for or a partner of any other entity; and
(b) only those persons who execute this Licence Agreement have a right or benefit under it.

20. Severability
20.1 Should any part of this Licence Agreement be or become invalid, that part will be severed from this Licence Agreement. Such invalidity will not affect the validity of the remaining provisions of this Licence Agreement.

Last updated: 21 February 2022