Software License Agreement

This Software License Agreement is a legal agreement (the “Agreement”) between you (the end user, as either an individual or an entity) and Amazon Commercial Services Pty Ltd (ACN 616 935 623) (“Licensor”) regarding your use of the AMTU 2 software code and all associated documentation (the “Licensed Code”). The Licensed Code also includes any updates, upgrades, bug fixes, patches and new versions that Licensor makes available to you in connection with the Licensed Code, unless other terms accompany any such items.

By installing or otherwise using the Licensed Code, you agree to comply with and be bound by the terms of this License. If you do not agree to the terms of this License, do not install or use the Licensed Code.

1. License Grants. Subject to the terms and conditions of this Agreement, Licensor grants to you a worldwide, non-exclusive, royalty-free, revocable, non-sublicenseable and non-transferable license to download, reproduce, install and use the Licensed Code in object code form on one or more computer systems that are under your ownership or control or are under the ownership or control of a Licensor customer that has engaged you as its service provider.
2. Ownership; Reservation of Rights. As between you and Licensor, Licensor, its Affiliates and its or their third party providers own all right, title and interest in and to the Licensed Code. All rights not expressly granted to you in this Agreement are reserved and Licensor its Affiliates and its or their third party providers do not grant you, under this Agreement, any other licenses, immunity or rights, whether by implication, estoppel, or otherwise.
3. Limitations.
   • • Reproduction. You may reproduce the Licensed Code only in its entirety. You may not modify the Licensed Code in any manner, including without limitation to revise or remove any copyright, patent, trademark or other notices that are present in it. You may not reverse engineer, disassemble, or decompile (except to the extent such right cannot be excluded or limited by applicable law and then only when the express permission of Licensor has been sought and refused) the Licensed Code.
   • • Use. You may use the Licensed Code only in connection with related functionality provided by Licensor.
   • • Patent Claims. If you institute a patent litigation against Licensor (including any claim, cross-claim or counterclaim in a lawsuit) alleging that the Licensed Code or its use under this Agreement constitutes direct or contributory patent infringement, then your rights under this Agreement (including without limitation the grants in Section 1) will terminate as of the date such claim is filed.
   • • Trademarks. This Agreement does not grant any rights to use Licensor’s or its Affiliates’ names, logos, or trademarks, except as necessary to reproduce proprietary rights notices in accordance with this Agreement.
   • • Third Party Software. Other license terms may apply to certain software files contained within or distributed with the Licensed Code that are specifically identified as third party software in this Agreement or in the User Guide for the Licensed Code (“Third Party Software”). If such other license terms are identified in the User Guide, they will apply to the corresponding Third Party Software in lieu of the terms of this Agreement. Without limiting the foregoing, the Licensed Code includes “install4j” installer software that is Third Party Software owned by ej-technologies GmbH and its licensors. Please visit www.ej-technologies.com for more information on how to license this technology for your own use.
4. Termination. If you violate any term of this Agreement, then your rights under it (including the grant in Section 1) will terminate immediately, with or without notice from us.
5. Support Services. Licensor may, but is not obligated to, provide you with support services related to the Licensed Code ("Support Services"). Any supplemental software code provided to you as part of the Support Services will be considered part of the Licensed Code and subject to the terms and conditions of this Agreement unless other terms accompany such supplemental software code. If you provide suggestions, ideas, or other feedback to Licensor in connection with the Licensed Code or Support Services, Licensor will be free to exercise any and all rights in the same without restriction and without any obligation to compensate you.
6. Disclaimer of Warranty.
   • TO THE EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE AND AGREE THAT: (1) THE LICENSED CODE AND ANY SUPPORT SERVICES OR OTHER SERVICES PROVIDED TO YOU IN CONNECTION WITH THE LICENSED CODE ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT; (2) YOU BEAR THE RISK OF ANY EXERCISE BY YOU OF RIGHTS GRANTED BY THIS AGREEMENT; AND (3) THE LICENSOR DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
   • NOTHING IN THIS AGREEMENT, IS INTENDED TO EXCLUDE, RESTRICT OR MODIFY ANY RIGHT OR REMEDY YOU HAVE IN STATUTE OR OTHERWISE TO THE EXTENT THAT RIGHT OR REMEDY CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED UNDER LAW. TO THE FULLEST EXTENT PERMITTED BY LAW WE LIMIT OUR LIABILITY UNDER ANY SUCH NON-EXCLUDABLE RIGHT OR REMEDY TO AT OUR OPTION: (i) RESUPPLY OF THE SERVICES; OR (ii) THE COST OF RESUPPLY OF THE SERVICES
7. Limitation of Liability. EXCEPT AS AND TO THE EXTENT REQUIRED BY APPLICABLE LAW NOTWITHSTANDING THIS PARAGRAPH, IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WILL LICENSOR OR ITS AFFILIATES BE LIABLE TO YOU FOR DAMAGES OR LOSSES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE LICENSED CODE OR ANY SUPPORT SERVICES OR OTHER RELATED SERVICES (INCLUDING BUT NOT LIMITED TO DAMAGES RELATED TO LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOST PROFITS OR DATA, COMPUTER FAILURE, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES), EVEN IF LICENSOR OR ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOTHING IN THIS AGREEMENT WILL OPERATE TO EXCLUDE: (I) LIABILITY FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF THE NEGLIGENCE OF EITHER PARTY, ITS EMPLOYEES, AGENTS, OR AUTHORIZED REPRESENTATIVES, (II) EITHER PARTY’S CONTRACTUAL LIABILITY FOR GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OR (III) ANY LIABILITY WHICH MAY NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
8. Limitation of Liability and Remedies
   • If applicable law provides that Licensor incurs any liability to you for damages or losses notwithstanding the terms of Section 7, then with respect to any damages or losses that you might incur for any reason whatsoever (including, without limitation, all damages or losses referenced in Section 7), the entire liability of Licensor and any of its Affiliates under or in relation to this Agreement and your exclusive remedy for any and all claims, damages and losses in connection with this Agreement is limited to the greater of the amount actually paid by you for the Licensed Code or U.S.$10.00.
   • The foregoing limitations, exclusions and disclaimers will apply to the maximum extent permitted by applicable law.
   • Without limiting any rights an Amazon Affiliate may have (at law or otherwise) under or in respect of this Agreement, the Licensor may elect to enforce any rights, recover any remedies or bring any claims under or in respect of this Agreement, as if the relevant rights, and any loss suffered or claimed, and any remedies sought by the Amazon Affiliate, subsisted in or were suffered by the Licensor.
9. Applicable Law; Jurisdiction.

   This Agreement will be construed and enforced in accordance with the laws of the State of New South Wales, Australia. Notwithstanding the foregoing, either party may seek injunctive relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of such party’s, its affiliates’ or any third party’s intellectual property or other proprietary rights. The United Nations Convention on Contracts for the International Sale of Goods does not apply. You agree that the state and federal courts of New South Wales, will have sole and exclusive jurisdiction over, and will be the sole and exclusive venue for, any claim, action or proceeding arising out of or relating to this Agreement, and you irrevocably waive any argument of forum non conveniens with respect to such courts.

10. Miscellaneous

    No failure or forbearance by Licensor to insist upon or enforce performance of any of the terms of this Agreement or to exercise any rights or remedies under this Agreement or otherwise at law or in equity will be construed as a waiver or relinquishment to any extent of Licensor’s right to assert or rely on any such term, right or remedy in that or any other instance. This Agreement is the entire agreement between you and Licensor relating to the Licensed Code and Support Services and it supersedes all prior or contemporaneous oral or written communications and representations with respect to the Licensed Code, Support Services or any other subject matter covered by this Agreement.