End User Licence Agreement

Please read these terms and conditions ("Terms") very carefully. They form a binding agreement between you and Invarosoft Pty Ltd (ACN 603 835 749) ("us", "we", "our") in respect of your use of the Software and our provision of Services. You must accept the Terms before you are permitted to access the Software or use it in any way. By downloading, copying, installing, ordering, receiving or otherwise using the supplied software or services, or by clicking the "accept" or "I agree" button or check box displayed as part of the procurement, installation, upgrade or update process, you accept and agree to be bound by the agreement.

You represent to us that you have authority to accept the Terms either on your own behalf or on behalf of your organisation; that you have read and understand all of the Terms; and that you must comply with all of the Terms for the duration of your permitted use of the Software, as well as any Terms that continue to operate after the term of your permitted use has ended.

(a) Clients means the persons or organisations to whom you provide managed IT services.

(b) Confidential Information means information disclosed to or known by you as a consequence of or through your relationship with us not generally known in the industry in which we are or may become engaged and our financial, technological, strategic, market or business information.

(c) Intellectual Property means designs, copyright, trade marks, patents, trade and business names, inventions, techniques, discoveries and improvements, concepts, adaptations, computer programs, code, processes and know how (whether registered or unregistered).

(d) IT Ticketing System means any IT issue tracking system that manages and maintains lists of issues, as needed by an organisation.

(e) Licence Fee means all fees applicable to your use of the Software and the Services as notified by us from time to time.

(f) Marks means any trade mark, registered or unregistered, held or owned by us in Australia or elsewhere in relation to the Software.

(g) Personal Information has the meaning set out in the Privacy Act 1988 (Cth).

(h) Proprietary Rights means all right, title, interest and goodwill including our Intellectual Property Rights in and with respect to the Software.

(i) Services means the services provided by us to you in accordance with your licence to use the Software as set out in these Terms.

(j) Software means the proprietary software program currently marketed as 'Invarosoft', 'ITSupportPanel', 'ITNewsPanel', 'ITAppsPanel', 'ITControlPanel', 'vCIO', 'Live Chat', 'Identity Security', 'ITSupportPanel for Teams' developed and made available by us, including any upgrades or modifications made by us from time to time.

2.1 We grant you a non-exclusive, non-transferrable licence to:

(a) use the Software for the purposes of delivering managed IT services to Clients; or

(b) use the Software for the purposes of managing your own IT support services; and

(c) install copies of the Software on a Client's device(s); but only in accordance with these Terms.

3.1 You are authorised to use the Software for your business or to provide the Software to a Client, provided that the terms of use are consistent with these Terms and you have complied with your obligations under the Privacy Act 1988 in relation to the use and disclosure of Personal Information.

3.2 You must not install the Software in excess of the permitted number of users or devices. The permitted number of users or devices will be advised to you at the time you pay the required Licence Fee, or before the commencement of any trial period.

3.3 The Software and Services are programmed to track the number of deployed copies of Software, users and other usage and user related data. You consent to us doing this and must not hinder, impede, alter, prevent, or otherwise distort, the operation of such tracking and reporting functions.

Except with our prior written consent you must not, and must not allow or cause any other person to:

(a) make any copy, adaptation, translation, arrangement or version of the Software;

(b) reverse compile, reverse engineer, decompile or disassemble the Software other than as permitted by applicable law;

(c) conceal, alter or cover any product identification or notices of any proprietary or copyright restrictions from the Software;

(d) deal with the Software in a manner which is not permitted under these Terms;

(e) download, print, copy, burn, capture, re-transmit, stream or re-stream, record or reproduce the Software, by any means;

(f) allow unauthorised access to the Software;

(g) alter, change, remove, obscure or add to any notices or other indications (including copyright notices) as to the ownership of or any other labels, symbols, logos, legends or Marks affixed to or embodied in the Software;

(h) frame, deep link or establish unauthorised links to any part of the Software.

5.1 We licence (not sell) the Software to you. The Proprietary Rights are and will remain exclusively our property. You must use all reasonable endeavours to safeguard the Proprietary Rights.

5.2 You acknowledge that we are and remain the owner of all Intellectual Property in and with respect to the Software and the Services, including all copies of the Software and all modifications, enhancements, improvements, derivative works, content additions or changes and upgrades to the Software.

5.3 If this agreement comes to an end, you must stop all use of the Software, Marks, Confidential Information and our other Intellectual Property.

6.1 The term of this EULA will commence on the date of your acceptance of these Terms, and shall continue until terminated.

6.2 We may immediately terminate this EULA if: (a) you fail or refuse to pay any Licence Fee; (b) in our reasonable opinion, you have caused damage to the Software; or (c) you breach any term or condition and fail to remedy such breach within seven (7) days of notification from us.

6.3 On termination: (a) you must not access or attempt to access the Services and/or the Software; (b) we may immediately deny you access; and (c) to the extent permitted by law, you will not be entitled to a refund of any Licence Fees paid by you.

7.1 We warrant that the Software will conform in all material respects to our specifications. We make no express warranties and disclaim all implied warranties regarding the Services or the Software including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

7.2 We are not responsible for any loss or damage you may suffer as a result of: issues with your internet connection, network errors, incompatible hardware or software, your misuse of the Software, limits on available bandwidth, or infrastructure issues.

7.3 Our liability for any loss, damage or injury shall not exceed in total a sum equal to the amount received from you preceding the date on which the event giving rise to the claim arose.

This EULA is governed by the laws of the State of New South Wales. In the event of a dispute the parties hereby submit to the non-exclusive jurisdiction of the courts of New South Wales or Federal courts of Australia, as applicable.

This EULA constitutes the entire agreement between the parties with respect to the subject matter set out herein and supersedes all prior and contemporaneous communications.

For questions about this EULA, please contact:

Invarosoft® Pty Ltd Email: ask@invarosoft.com