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Software license agreement

This Software License Agreement ("Agreement") is made Perfect Programming Pty Ltd ("Developer") and you ("Licensee").

Developer has developed and licenses to users its software program marketed under the name Perfect Programming, (the "Software").

Licensee desires to utilize a copy of the Software.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, Developer and Licensee agree as follows:

  1. License

Developer hereby grants to Licensee a perpetual, non-exclusive, limited license to use the Software as set forth in this Agreement.

  1. Restrictions

Licensee shall not copy, duplicate, reproduce, license or sublicense the Software, or transfer or convey the Software or any right in the Software to anyone else without the prior written consent of Developer; provided that Licensee may install the Software in any instance of Microsoft Dynamics AX using the same Microsoft Dynamics AX license as stated by the licensee at the time of purchase.

  1. Fee

In consideration for the grant of the license and the use of the Software, Licensee agrees to pay Developer the fee as stated by Developer at the time of purchase.

  1. Warranty of Title.

Developer hereby represents and warrants to Licensee that Developer is the owner of the Software or otherwise has the right to grant to Licensee the rights set forth in this Agreement.

  1. Warranty of Functionality

Following delivery of the Software to Licensee, Developer warrants that the Software shall perform in all material respects according to the Developer's specifications concerning the Software when used with the appropriate computer equipment, software and installation guidelines. In the event of any breach or alleged breach of this warranty, Licensee shall promptly notify Developer. Licensee’s sole remedy shall be that Developer shall correct the Software so that it operates according to the warranty. This warranty shall not apply to the Software if modified by anyone or if installed or used improperly.

  1. Software Updates

Developer may provide updated versions of the Software to Licensee if updates are determined necessary by the Developer. The Developer may contact the Licensee by e-mail if such a need arises.

  1. Payment

Payment of the license fee shall be made upon purchase of the Software.

  1. Goods and Services Tax

To the extent that any monies payable by the Customer to Perfect Programming under this agreement attract a GST:-

Such payment shall be increased by 10% (or such other percentage as may replace 10% in the GST Law).

Perfect Programming shall issue a tax invoice for such monies, to enable the Customer to obtain an input tax credit for such payment.

For the purposes of this clause 15:-

  1. “GST” means the tax imposed by the GST Law.
  2. “GST Law” means A New Tax System (Goods and Services Tax) 1999 of the Commonwealth of Australia.
  3. “tax invoice” has the meaning defined in the GST Law.
  4. “input tax credit” has the meaning defined in the GST Law.
  1. Warranty Disclaimer

DEVELOPER'S WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

  1. Limitation of Liability

Developer shall not be responsible for, and shall not pay, any amount of incidental, consequential or other indirect damages, whether based on lost revenue or otherwise, regardless of whether Developer was advised of the possibility of such losses in advance. In no event shall Developer's liability hereunder exceed the amount of license fees paid by Licensee, regardless of whether Licensee's claim is based on contract, tort, strict liability, product liability or otherwise.

  1. Applicable Law and Jurisdiction

This agreement shall be governed by and construed in accordance with the laws of New South Wales, Australia.

The parties submit to the non-exclusive jurisdiction of the Supreme Court of New South Wales in relation to any dispute arising under this agreement.

  1. No Assignment

Neither this Agreement nor any interest in this Agreement may be assigned by Licensee without the prior express written approval of Developer.

  1. Final Agreement

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

  1. Severability

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

  1. Headings

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.