Software Licence Agreement
1.	Definitions
	1.1	"associated documentation" means operating and other printed manuals relevant to the software as may be created from time to time including users' manuals, programming manuals, modification manuals, flow charts, algorithms, source code, object code, drawings and software listings which are designed to assist or supplement the development, understanding or application of the software;
	1.2	"Commencement date": the date upon which the Licensed Software is first delivered to the Customer; 
	1.3	"Customer": you and, if you are a person, your estate, heirs and permitted assigns and, if you are a company, any subsidiary or holding company as defined by the Corporations Law;
	1.4	"delivery": the deposit by the Supplier, the Distributor, or their employees or agents of the Licensed Program at the site;
	1.5	"designated equipment": the computer equipment designated by the Distributor (or failing such designation the computer equipment in the possession of the customer upon which the Licensed program is first installed) upon which the Licensed Program may be used;
	1.6	"Distributor": Lakewood Pty Ltd of  S.A. 5000
	1.7	"licence fee": the fee which the Customer has agreed to pay for the use of the Licensed Program as determined in clause 5 of this agreement;
	1.8	"Licensed Program": the software known and described as "MailDirector Email and Web Server" consisting of a set of instructions or statements in machine readable medium together with any associated materials and documentation and any enhancement, modification or new release of that software or part thereof;
	1.9	"site": the location designated by the Distributor or if the Distributor does not designate a site, the place at which the designated equipment is situated at the time that the Licensed Software is first installed;
	1.10	"Supplier" means Novato Pty Ltd of 3 Marshall Road Cherry Gardens S.A. 5057
	1.11	Unless the context otherwise requires, words importing the singular include the plural and vice versa and words of one gender include all other genders.
2.	Scope of agreement
	2.1	The Supplier grants to the Customer a non-transferable and non-exclusive licence to use the Licensed Program in machine-readable form on the designated equipment at the site provided that the Customer pays the initial fee and the annual fees provided for in clause 5 hereof.
3.	Duration of agreement 
	3.1	This agreement commences on the commencement date and will continue for an initial term of 12 months. If neither party elects to terminate this agreement in writing 30 days prior to the expiration of the initial term, the licence shall continue for successive terms of the same length until terminated by either party upon 30 days notice in writing by either party prior to the expiration of any such term.
4.	Documentation
	4.1	The supplier shall provide to the customer one copy of the user manual in electronic format only.
	4.2	Other than as provided in clause 4.1, the Supplier is not under any obligation to provide the Customer with documentation in relation to the Licensed software.
5.	Licence fee
	5.1	The customer shall pay the licence fee as follows:
		5.1.1	an initial fee as agreed with the Customer within 90 days of the commencement date; and
		5.1.2	where the customer has elected to take up a maintenance agreement, an annual fee payable annually in advance from 90 days after the commencement date.
	5.2	If an initial licence fee has not been agreed with the Customer then the initial licence fee shall be the initial licence fee as determined by the Supplier having regard to the initial licence fee normally charged by the Supplier for the provision of the Licensed Software and the number of multiple users of the Licensed software approved for the Customer in accordance with clause 31 of this agreement.
	5.3	If an annual maintenance fee has not been agreed with the customer then it shall be 25% of the initial licence fee.
	5.4	The Supplier may increase the maintenance fee in respect of any term beyond the initial term on 12 months by written notice to the Customer.
	5.5	Within 30 days after receipt of a notice of increase under clause 0, the Customer may terminate this agreement by giving the Supplier notice in writing.
	5.6	The Customer shall pay interest at the rate of 2 per cent above the Australian Merchant Bankers' Prime Rate for 90-day prime commercial bills on all overdue amounts from the due date until payment is made.
	5.7	If any payment owing to the Supplier is not made within 7 days of the due date, the Supplier may, without further notice to the Customer:
		5.7.1	suspend further services or its remaining obligations to the Customer under this agreement or any other agreement relating to the Licensed Program; and
		5.7.2	enter any premises owned, occupied, leased or controlled by the Customer where the Licensed Program is kept and re-possess the Licensed Program.
	5.8	In the event that the Licensed Program has been provided to the Customer by an authorised distributor of the Supplier then the customer shall pay the initial fee to such distributor and any annual fee falling due during a period during which the distributor is authorised by the Supplier to receive the annual fee shall be paid to such distributor.
6.	Licence
	6.1	The Supplier warrants it has the right and authority to grant the licence to the Customer.
	6.2	The Customer may only use the Licensed Program in accordance with the normal operating procedures notified to it by the Supplier or the Distributor.
	6.3	The Licensed Program may be used on equipment other than the designated equipment at the sole risk of the Customer with the written consent of the Supplier if the designated equipment is temporarily inoperable due to malfunction, maintenance or change of installation site or if the Supplier has otherwise given its consent in writing to such alternative use.
	6.4	The Customer shall not copy, alter, modify or reproduce the Licensed Program without the Supplier's prior written consent.
	6.5	Only the Customer may use the Licensed Program.
	6.6	In addition to other remedies available to the Supplier under this agreement or otherwise, any unauthorised use, alteration, modification, reproduction, publication, disclosure or transfer of the Licensed Program will entitle the Supplier to any available equitable remedy against the Customer, including injunctive relief.
	6.7	Subject to clause 16, nothing in this agreement shall oblige the Supplier to support the Licensed Program, whether by providing advice, training, error-correction, modifications, upgrades or enhancements or otherwise.
	6.8	The Customer acknowledges that there is no transfer of title or ownership of the Licensed Program (including any associated documentation and any modifications to the Licensed Program or any associated documentation) to the Customer.
7.	Installation
	7.1	The Supplier is under no obligation to install the Licensed Program on the designated equipment or any other equipment.
	7.2	The Customer is solely responsible for making arrangements with the Distributor for the installation of the Licensed Program on the designated equipment.
	7.3	The Distributor is authorised to install the Licensed Program on the designated equipment.
8.	Copying
	8.1	Subject to the next sub clause the Customer shall not copy or reproduce the Licensed Program or associated documentation by any means or in any form without the Supplier's prior written consent.
	8.2	The Customer may make one copy of the Licensed Program for the purpose of backup and security.  The Customer shall acknowledge such copy as the property of the Supplier.  The terms of this agreement, with the necessary modifications, apply to the said copy.
	8.3	The Customer shall ensure the copy of the Licensed Program bears notice of the Supplier's ownership of copyright and a notice stipulating the Licensed Program contains information confidential the Supplier.  The Customer shall comply with any directions of the Supplier as to the form or content of such notices.
	8.4	If requested by the Supplier, the Customer shall issue a notice in a form approved by the Supplier to all employees and other authorised users of the Licensed Program under its direction or control, advising such persons of the Customer's obligations under this clause and also advising of the possible civil and criminal consequences of a breach of this clause.
9.	Modifications
	9.1	The Customer shall not modify or alter the Licensed Program or merge all or any part of the Licensed Program with any other Licensed Program without the Supplier's written permission.
	9.2	If the Licensed Program is modified or altered by the Supplier, or by the Customer with the permission of the Supplier pursuant to this clause:
		9.2.1	the costs associated with the modifications or alterations or the costs arising out of the investigation of the effects of such proposed modifications or alterations will be borne solely by the Customer; and
		9.2.2	the Customer will fully indemnify the Supplier against all liability which may be incurred by the Supplier if such modifications or alterations infringe any intellectual or industrial property rights of a third person or otherwise cause the Supplier to suffer loss, damage or expense.
	9.3	The Licensed Program as modified or altered remains the property of the Supplier in all respects, whether modified by the Customer, the Supplier or a third party and whether or not such modifications are authorised pursuant to this agreement. Specifically, the Customer vests in the Supplier all intellectual and industrial property rights arising out of any modifications to the Licensed Program.
	9.4	This agreement shall apply to the Licensed Program as modified or altered.
10.	Reverse engineering
	10.1	The Customer shall not reverse assemble or reverse compile or directly or indirectly allow or cause a third party to reverse assemble or reverse compile the whole or any part of the Licensed Program.
11.	New releases
	11.1	The Customer shall comply with any direction from the Supplier to re-deliver the Licensed Program to the Supplier in substitution for a new release which provides functions equal to or better than the Licensed Program.
	11.2	Where such compulsory replacement is made:
		11.2.1	the Supplier will deliver the new release at no additional charge to the Customer
		11.2.2	the licence fee for the new release will be no higher in respect of the then current term than the then current licence fee;
		11.2.3	this agreement will continue to apply in all respects to the new release which shall be deemed to be the Licensed Program for the purpose of this agreement; and
		11.2.4	the Customer shall return to the Supplier all copies of the original Licensed Program or otherwise deal with all copies of the original Licensed Program in accordance with the Supplier's directions.
12.	Security
	12.1	The Customer will be solely responsible for the use, supervision, management and control of the Licensed Program and associated documentation.
	12.2	The Customer will ensure that the Licensed Program is protected at all times from access, use or misuse, damage or destruction by any person not authorised by the Supplier for that purpose.
	12.3	The Customer shall keep accurate records of the use, copying, modification and disclosure of the Licensed Program. The Customer shall permit the Supplier to inspect such records at any time during the Customer's normal business hours. If the Supplier requests, the Customer shall furnish to the Supplier a copy of all or any part of such records.
13.	Risk
	13.1	Risk of loss of or damage to the Licensed Program passes to the Customer upon delivery of the Licensed Program to the Customer.
14.	Confidentiality
	14.1	The Customer shall treat as confidential information relating in any way to the Licensed Program, the Supplier or its clientele.
	14.2	The Customer shall not, without the Supplier's prior consent in writing, copy or disclose or cause to be copied or disclosed any such information to a third party.
	14.3	The Customer may only make use of such information to the extent necessary to enable the Licensed Program to be used in a manner reasonably contemplated by the Supplier.
	14.4	The Customer may only disclose such information to those of its employees by whom it is required to enable the Licensed Program to be used in a manner reasonably contemplated by the Supplier.
	14.5	The Customer acknowledges that any discoveries, inventions, patents, designs or other rights arising directly or indirectly out of the performance of this agreement, are the property of the Supplier.
	14.6	The Customer's obligations under this clause shall survive the termination of this agreement.
15.	Intellectual property rights
	15.1	If the Customer suspects or believes or becomes aware that the Customer's use of the Licensed Program constitutes an infringement of an Australian copyright then the Customer shall:

		15.1.1	notify the Supplier in writing as soon as practicable of any infringement, suspected infringement or alleged infringement;
		15.1.2	shall give the Supplier the option to conduct the defence of any claim made against the Customer, including negotiations for settlement or compromise prior to the institution of legal proceedings;
		15.1.3	shall provide the Supplier with reasonable assistance in conducting the defence of such a claim;
		15.1.4	permit the Supplier to modify, alter or substitute the Licensed Program, at its own expense, to render the software non-infringing; and
		15.1.5	authorises the Supplier to procure for the Customer or authority to continue the use and possession of the Licensed Program.
	15.2	The Supplier shall indemnify the Customer in relation to any claim pertaining to an actual infringement of copyright unless such infringement arises from:
		15.2.1	the use of the Licensed Program in combination by any means and in any form with software not specifically approved by the Supplier;
		15.2.2	the use of the Licensed Program in a manner or for a purpose not reasonably contemplated or not authorised by the Supplier or Distributor;
		15.2.3	modification or alteration of the Licensed Program without prior consent in writing of the Supplier; or
		15.2.4	any transaction entered into by the Customer relating to the Licensed Program without the Supplier's prior consent in writing.
16.	Warranties
	16.1	The Supplier does not warrant that:
		16.1.1	the Licensed Program is error free or virus free;
		16.1.2	the use of the Licensed program shall be uninterrupted;
		16.1.3	the Licensed Program shall meet the Customer's requirements; or
		16.1.4	the Licensed Program shall provide any function not designated in any associated documentation.
	16.2	The Supplier shall correct any inherent defect in the Licensed Program which is notified to it within 90 days of acceptance. Notwithstanding the foregoing, the Supplier will not be liable to correct any defect in the Licensed Program if:
		16.2.1	the defect does not result in the performance of the Licensed Program being significantly affected; 
		16.2.2	the defect is the result of alterations or modifications to the Licensed Program not authorised in writing by the Supplier;
		16.2.3	the defect is the result of use of the Licensed Program in combination with equipment, programs or services not authorised in writing by the Supplier;
		16.2.4	the defect is the result of use of the Licensed Program other than in the operating environment recommended by the Supplier or other than in accordance with the Supplier's directions; or
		16.2.5	the defect is the result of or related to a failure of the Customer to meet its obligations under this agreement or any other agreement relating to the Licensed Program.
	16.3	The Supplier makes no warranty of fitness for a particular purpose.
	16.4	The Supplier does not warrant that any representation to the Customer by the Distributor are true.
	16.5	The Supplier is not liable to the Customer for any loss or damage suffered by the Customer.
17.	Liability of supplier
	17.1	Except as expressly provided to the contrary in this agreement, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise relating in any way to the Licensed Program, the associated documentation or to this agreement are excluded unless contained as an express term of this agreement. Without limiting the generality of the preceding sentence, the Supplier shall not be under any liability to the Customer in respect of any loss or damage (including consequential loss or damage) however caused, which may be suffered or incurred or which may arise directly or indirectly in respect of the Licensed Program, the use of the associated documentation or the failure or omission on the part of the Supplier to comply with its obligations under this agreement.
	17.2	Where any Act of Parliament implies in this agreement any term, condition or warranty, and that Act avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of, or liability under such term, condition or warranty, such term, condition or warranty shall be deemed to be included in this agreement. However, the liability of the Supplier for any breach of such term, condition or warranty shall be limited, at the option of the Supplier, to any one or more of the following:
		17.2.1	if the breach relates to goods:
       			17.2.1.1	the replacement of the goods or the Supply of equivalent goods;
       			17.2.1.2	the repair of such goods;
       			17.2.1.3	the payment of the cost of replacing the goods or of acquiring equivalent goods; or
       			17.2.1.4	the payment of the cost of having the goods repaired; and
		17.2.2	If the breach relates to services:
       			17.2.2.1	the supplying of the services again;
       			17.2.2.2	the payment of the cost of having the services supplied again.
		17.2.3	The customer warrants that it shall conduct such tests and virus scanning as may be necessary, prior to use of the software, to ensure the software does not contain any virus and that the use of the software will not in any way corrupt the Customer's data or systems or those of any other person.
18.	Force majeure
	18.1	The Supplier shall not be liable for any delay or failure to perform its obligations if such failure or delay is due to force majeure.
19.	Termination
	19.1	Without limiting the generality of any other clause in this agreement, the Supplier may terminate this agreement immediately by notice in writing if:
		19.1.1	any payment due from the Customer to the Supplier pursuant to this agreement remains unpaid for a period of 7 days;
		19.1.2	the Customer breaches any clause of this agreement and such breach is not remedied within 7 days of written notice by the Supplier;
		19.1.3	the Customer disposes of the Licensed Program; or
		19.1.4	the Customer disposes of the designated equipment or is otherwise no longer able to utilise the Licensed Program or comply with its obligations under this agreement.
	19.2	The Supplier may, in addition to terminating the agreement:
		19.2.1	repossess any copies of the Licensed Program in the possession, custody or control of the Customer;
		19.2.2	retain any moneys paid;
		19.2.3	be regarded as discharged from any further obligations under this agreement; and
		19.2.4	pursue any additional or alternative remedies provided by law.
	19.3	The Customer may terminate the Agreement by notice in writing if the Supplier is in breach of this Agreement and such breach has not been remedied within 30 days of written notice by the Customer to the Supplier.
20.	Assignment
	20.1	The benefit of this agreement shall not be dealt with in any way by the Customer (whether by assignment, sub-licensing or otherwise) without the Supplier's written consent which consent shall not be unreasonably withheld.
21.	Sub-contracts and sub-licences
	21.1	The Customer shall not sub-licence the Licensed Program to a third party without the written permission of the Supplier.
22.	Waiver
	22.1	No right under this agreement shall be deemed to be waived except by notice in writing signed by each party.
	22.2	A waiver by the Supplier will not prejudice its rights in respect of any subsequent breach of this agreement by the Customer.
	22.3	Any failure by the Supplier to enforce any clause of this agreement, or any forbearance, delay or indulgence granted by the Supplier to the Customer, will not be construed as a waiver of the Supplier's rights under this agreement.
23.	Entire agreement
	23.1	This agreement constitutes the entire agreement between the parties for the subject matter referred to in clause 1.  Any prior arrangements, agreements, representations or undertakings are superseded. No modification or alteration of any clause of this agreement will be valid except in writing signed by each party.
24.	Severability
	24.1	If any provision of this agreement is held invalid, unenforceable or illegal for any reason, this agreement shall remain otherwise in full force apart from such provision which shall be deemed deleted.
25.	Governing law
	25.1	This agreement will be governed by and construed according to the law of South Australia
26.	Notices
	26.1	Notices under this agreement may be delivered by hand, by mail or by facsimile to the addresses specified herein or notified in writing by one party to the other.
	26.2	Notice will be deemed given:
		26.2.1	in the case of hand delivery, at the time of delivery;
		26.2.2	in the case of posting, one business day after dispatch;
		26.2.3	in the case of facsimile, upon completion of transmission.
27.	Disputes
	27.1	Any dispute arising in connection with this agreement shall be submitted to arbitration in accordance with the Commercial Arbitration Act (SA). During such arbitration, both parties may be represented by a duly qualified legal practitioner.  If the parties cannot agree on an arbitrator then the arbitrator shall be appointed by the President for the time being of the South Australian Division of the Institute of Arbitrators.
28.	Supplier's rights 
	28.1	Any express statement of a right of the Supplier under this agreement is without prejudice to any other right of the Supplier expressly stated in this agreement or arising at law.
29.	General
	29.1	Subject to any provision to the contrary, this agreement shall ensure to the benefit of and be binding upon the parties and their successors, trustees, permitted assigns or receivers but shall not ensure to the benefit of any other persons.
	29.2	The covenants, conditions and provisions of this agreement which are capable of having effect after the expiration of the agreement shall remain in full force and effect following the expiration of the agreement.
	29.3	The Customer shall sign all documents and do all things necessary or desirable to give effect to this agreement and will procure its officers, employees and agents to declare, make or sign all documents and do all things necessary or desirable to give full effect to this agreement.
30.	Agreement
	30.1	The Customer shall be deemed to have agreed to be bound by this agreement and to have entered into a contract with the Supplier upon the terms contained herein if it at any time installs, copies, modifies, alters or in any way uses the Licensed Software.
31.	Multiple Users
	31.1	The customer shall not cause permit or suffer the simultaneous use of the Licensed Software by more users than the number of users designated by the Distributor or, failing such designation by the distributor, by more than one user.
	31.2	Any user who is logged on to or is able to use the designated equipment and is able to use or access the Licensed Software or the data generated by the Licensed Software either in whole or part shall be deemed for the purposes of this clause to be using the Licensed Software at all times whilst the user is logged onto or able to use the designated equipment.
32.	Copyright Owner
32.1  The Customer acknowledges that the copyright for the Licensed Software is owned by Supreme Printers Pty Ltd of 25 Jacobsen Crescent, Holden Hill 5088.
32.2  Supreme Printers Pty Ltd may at its option exercise any right in relation to the Licensed Software that could be exercised by the Supplier to the same intent as if Supreme Printers Pty Ltd were a party to this agreement without being liable to account to the Customer, the Distributor or the Supplier for any loss or damage sustained in consequence of  the exercise of any such right.

IN WITNESS WHEREOF the parties have executed this Agreement by the act of using the software.