MATCH IT NETWORK PTY LTD ACN: 164 810 682 (MIN)
In this licence agreement:
Product means the pre-engagement inspection agreement generator and the App for Apple & Android utilising copyrighted reports and forms that are generated and stored on the My Reportgin App web portal www.myreportingapp.com
Intellectual Property Rights means all intellectual property rights, including without limitation:
patents, copyright, trade marks and the right to have confidential information kept confidential; and
any application or right to apply for registration of any of those rights.
Subject to the terms of this licence agreement MIN grants the Licensee a non-transferable, non-exclusive licence to use the Product within Australia until terminated in accordance with Clause 6.
The Licensee hereby undertakes the following obligations:
to only use those parts of the Product directly pertaining to the Licensee’s expertise and qualifications;
to not copy, reproduce, translate, adapt, vary or modify the Product without the express consent of MIN, except as expressly authorised by this agreement;
to supervise and control the use of the Product in accordance with the terms of this licence;
to ensure its employees, sub-contractors and other agents who have authorised access to the Product are made aware of the terms of this licence; and
to not provide or otherwise make available the Product in any form to any person other than those referred to in paragraph (d) without the written consent of MIN.
INTELLECTUAL PROPERTY RIGHTS
Licensee acknowledges that:
all rights, title and interest (including but not limited to Intellectual Property Rights) in the Product have been, are and will remain the property of MIN or its successors or assigns; and
Licensee has no, and does not acquire any, right, title or interest (including but not limited to Intellectual Property Rights and rights of sub-licence) in the Product other than as expressly set out in this licence agreement.
LIMITATION OF LIABILITY
MIN makes no express warranties under this Agreement.
MIN does not exclude or limit the application of any provision of any statute (including the Trade Practices Act 1974 (Cth) where to do so would contravene that statute or cause any part of this clause to be void.
from this licence agreement all conditions, warranties and terms implied by statute, general law or custom, except any implied condition or warranty the exclusion of which would contravene any statute or cause this clause to be void (Non-excludable Condition);
all liability to the Licensee in contract for consequential or indirect damages arising out of or in connection with this licence agreement even if:
MIN knew they were possible; or
they were otherwise foreseeable,
including without limitation, lost profits and damage suffered as a result of claims by any third person, such as a customer of the Licensee; and
MIN’s liability to the Licensee for breach of any express provision of this Licence agreement or any Non-excludable Condition (except a Non-excludable Condition referred to in clause 6.5 or one implied by section 69 of the Trade Practices Act 1974 (Cth)) is limited at MIN’s option, to any one of supplying, replacing or repairing the goods or supply again the services, in respect of which the breach occurred.
If the Licensee is a consumer as defined under the Trade Practices Act 1974 (Cth) MIN does not exclude or limit its liability to the Licensee for breach of any Non-excludable Condition in respect of goods or services of a kind ordinarily acquired for personal, domestic or household use or consumption.
Licensee warrants that it has not relied on any representation made by MIN that has not been stated expressly in this licence agreement.
MIN may terminate this licence agreement with immediate effect by giving notice to Licensee if:
Licensee breaches any material term of this licence agreement not capable of remedy;
Licensee breaches any material term of this licence agreement capable of remedy and fails to remedy the breach within 7 days after receiving notice requiring it to do so;
Licensee repeatedly breaches any term of this licence agreement and fails to demonstrate, within 7 days after receiving notice requiring it to do so, to MIN’s reasonable satisfaction, that similar breaches will not occur; or
The Licensee becomes insolvent or has an administrator appointed.
Notwithstanding anything else in this licence agreement, either party may terminate this licence agreement without cause by giving 7 days written notice to the other.
On termination of this licence agreement for any reason, the Licence and rights granted to Licensee under this licence agreement terminate and Licensee must promptly stop using the Product.
Licensee may not assign or sub-licence the Licence or any right under this licence.
This licence agreement is governed by the law applicable in Victoria and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the Courts of that State.
Licensee shall, to the minimum extent of $500,000, be insured in respect of potential liability, loss or damage arising at common law or under any statute in respect of claims for property damage, personal injury, public liability and professional indemnity relevant to the performance of the Licensee’s obligations pursuant to this Agreement.
Executed as an agreement on 5 Dec 2020
EXECUTED BY MATCH IT NETWORK PTY LIMITED ACN: 164 810 682