Localz License Agreement####Last Modified 14 July 2014####IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY. IT IS VERY IMPORTANT THAT YOU, OR THE ENTITY YOU REPRESENT (COLLECTIVELY, THE "CUSTOMER", “YOU”, “YOUR” AND “YOURSELF”) HAVE BEEN REGISTERED AS THE END USER FOR THE PURPOSES OF THIS LICENSE AGREEMENT. IF YOU DO NOT HAVE THE AUTHORITY TO BIND THE CUSTOMER, DO NOT AGREE TO ANY OF THE TERMS BELOW AS LOCALZ IS UNABLE TO PROVIDE SOFTWARE AND RELATED SERVICES TO THE CUSTOMER WITHOUT AGREEMENT TO THESE TERMS.####Localz Pty Ltd ABN 49 166 395 062 and/or its authorized and appointed affiliates (collectively, “Localz”, “we”, “us”, “our”, or “Affiliate”) license this software to you on the condition that you accept all of the terms contained in this License Agreement (“Agreement”) and any additional limitations on the license set forth in any supplemental license agreement accompanying the product, made available at the time of your contract. To the extent of any conflict between the terms of this Agreement and any supplemental license agreement, the supplemental license agreement shall apply. By downloading, installing, or using the software, you are binding yourself to the Agreement. If you do not agree to all of the terms of the Agreement, then Localz is unwilling to license the software to and you may not download, install or use the software. ####The following terms of the agreement govern your use of the Licensed Software (defined below), except to the extent: (a) there is a separate signed contract between you and Localz governing your use of the software. To the extent of a conflict between the provisions of the foregoing documents, the order of precedence shall be (1) the signed contract, and (2) the Agreement. For purposes of this Agreement, "Software" shall mean computer programs, software development kits (SDKs), application programming interfaces (APIs), hosted services and related software components as provided to you by an approved source, and any upgrades, updates, bug fixes or modified versions thereto (collectively, "Upgrades"), any of the same which has been relicensed under the Localz software transfer and re-licensing policy (as may be amended by Localz from time to time) or backup copies of any of the foregoing.####**License grant.** Subject to compliance with the terms and conditions of the Agreement, Localz grants to the Customer the following rights: (i) a non-exclusive, non-transferable license to distribute, reproduce, perform and display copies of the Licensed Software solely in support of Customer’s business operations to create or integrate Customer’s products with the Localz software platform(s). In the event that Customer has signed a separate standalone agreement for the Licensed Software, such standalone agreement shall expressly supersede the terms and conditions of this License Agreement. The foregoing is subject to the following: Customer agrees to: (i) display Customer’s own valid copyright notice on Customer products; (ii) Customer shall not remove or obscure any copyright, trademark, or patent notices that appear on the Licensed Software as delivered; (iii) Customer shall indemnify, hold harmless, and defend Localz from and against any claims or lawsuits, including attorney’s fees, that arise or result from the use or distribution of Customer products; APIs or other works developed using the Licensed Software; and (iv) acknowledge and agree that Localz reserves all rights not expressly granted herein. ####**General Limitations.** This is a license, not a transfer of title, to the software and documentation, and Localz retains ownership of all copies of the software and documentation. Customer acknowledges that the software and documentation contain trade secrets of Localz or its suppliers or licensors, including but not limited to the specific internal design and structure of individual programs and associated interface information. Except as otherwise expressly provided under the Agreement, Customer shall have no right, and Customer specifically agrees not to:##(i) rent, lease, sublicense or create derivative works based upon the Software, or permit third parties to do the same;##(i) reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Software to human-readable form, except for the purposes of Customer system interoperability and the extent otherwise expressly permitted under applicable law notwithstanding this restriction or except to the extent that Localz is legally required to permit such specific activity pursuant to any applicable open source license;##(iii) disclose, provide, or otherwise make available trade secrets contained within the Software and Documentation in any form to any third party without the prior written consent of Localz. Customer shall implement reasonable security measures to protect such trade secrets.####**Third Parties.** Localz uses third parties to perform certain activities including the hosting of services and may change its provider from time to time. All access to hosted services will be subject to the Agreement and Localz acceptable use policy. ####**Third Party Programs.** The Licensed Software may contain third party software programs (“Third Party Programs”) that are available under open source or free software licenses. This License Agreement does not alter any rights or obligations Customer may have under those open source or free software licenses. Notwithstanding anything to the contrary contained in such licenses, the disclaimer of warranties and the limitation of liability provisions in this License Agreement shall apply to such Third Party Programs. ####**Audit.** An auditor, selected by Localz and reasonably acceptable to Customer, may, upon reasonable notice and during normal business hours, but not more often than once each year, inspect Customer records and deployment in order to confirm that Customer use of the Licensed Software complies with the Agreement. Localz shall bear the costs of any such audit, except where the audit demonstrates non-compliant usage of the Licensed Software. In such case, you shall reimburse Localz for the auditor’s reasonable actual fees for such audit. ####**Term and Termination.** The Agreement and the license granted herein shall remain effective until terminated. The Agreement shall automatically terminate upon your breach of any term contained herein. Upon termination, Customer shall immediately stop using and destroy all copies of the Licensed Software. ####The following provisions of the Agreement survive termination: License Restrictions and any other restrictions on use of intellectual property, General Limitations, Warranty Disclaimer, Limitation of Liability, Development Disclaimer & Indemnification, Survival, and General. ####**Warranty Disclaimer.** The licensed software is provided “as is,” exclusive of any warranty, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, non-infringement, or any other warranty, whether expressed or implied. Furthermore, Localz shall not be liable under any theory for any damages suffered by Customer or any user of the licensed software or any integration, APIs or the like provided by Customer which were developed using the licensed software. ## ##**Development Disclaimer and Indemnification.** Localz shall not be responsible for your integration, API development or any other authorised use or programming or development activities using the licensed software. Unless you use the appropriate degree of skill and care, development and programming activities, Customer may experience or cause errors or problems in the use or operation of the Localz platform or other software programs. ####Customer may use the licensed software at your sole risk and Localz shall have no liability for any failure of the licensed software and/or issues associated with the Localz platform and/or any Localz software based on your failure to properly develop, program, install, configure and monitor your integration, APIs or the like. Customer shall indemnify, defend and hold Localz harmless from and against any and all liabilities, damages, costs and expenses incurred by Localz as a result of your breach of this agreement.####**Limited liability.** To the maximum extent permitted by applicable law and regardless of whether any remedy set forth herein fails of its essential purpose, in no event will Localz or its licensors, resellers, suppliers or agents be liable to you for (i) any costs of procurement of substitute or replacement goods and services, loss of profits, loss of use, loss of or corruption to data, business interruption, loss of production, loss of revenues, loss of contracts, loss of goodwill, or anticipated savings or wasted management and staff time; or (ii) any special, consequential, incidental or indirect damages whether arising directly or indirectly out of this license agreement, even if Localz or its licensors, resellers, suppliers or agents has been advised such damages might occur. In no case shall Localz’s liability exceed the fees you paid for the licensed software giving rise to the claim. ####Nothing in this agreement shall operate so as to exclude or limit Localz liability to you for death or personal injury arising out of negligence or for any other liability which cannot be excluded or limited by law. The disclaimers and limitations set forth above will apply regardless of whether or not you accept the licensed software, or any updates or upgrades thereto.####Customer acknowledges and agrees that Localz has set its prices and entered into the Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties.####**Assignment.** Customer may not assign the rights granted hereunder or this License Agreement, in whole or in part and whether by operation of contract, law or otherwise, without Localz prior express written consent. ####**Controlling Law, Jurisdiction.** This License Agreement will be governed by the laws of Australia. Unless expressly prohibited by local law, the Agreement and Warranties are controlled by and construed under the laws of the State of Victoria, Australia. Notwithstanding any conflicts of law provisions, the State and federal courts of Victoria shall have exclusive jurisdiction over any claim arising under the Agreement or Warranties. Such governing laws are exclusive of any provisions of the United Nations Convention on Contracts for Sale of Goods, including any amendments thereto, and without regard to principles of conflicts of law. If any provision of this License Agreement is found partly or wholly illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and remaining provisions of this License Agreement shall remain in full force and effect. A waiver of any breach or default under this License Agreement shall not constitute a waiver of any other subsequent breach or default.
