SOFTWARE LICENSE AGREEMENT

Important – This Agreement is a binding legal agreement between you (and THE organization (AS DEFINED IN THIS AGREEMENT) WHICH YOU REPRESENT, if you are using the software (OR ACQUIRING RIGHTS TO USE SOFTWARE) FOR OR ON BEHALF OF THAT organization) (collectively, You, Your, Customer) and: (a) IN RelATION TO LICENSES ACQUIRED FROM OUR US OFFICE, Numbers International llc; (b) IN RelATION TO LICENSES ACQUIRED FROM OUR UNITED KINGDOM OFFICE, Q Research Software Limited (COMPANY NUMBER 09297555); or (c) IN RELATION TO OTHER LICENSES (INCLUDING THOSE ACQUIRED THROUGH ANY WEBSITE), DISPLAYR AUSTRALIA pty limited ABN 12 104 572 812, (we, us, Our, COMPANY). By clicking on the ‘Accept’ button or by installing or using the Q software program, you expressly acknowledge that you have read and understand the terms of this agreement and agree, on behalf of yourself and your ORGANIZATION, if applicable, to be bound by them. If you (or your ORGANIZATION, if applicable) do not agree to the terms of this Agreement, please click ‘Cancel’ and/or do not install the Q program software. If you (or your ORGANIZATION, if applicable) do not agree to the terms of this Agreement but have already paid us for the Q program software, please contact us to organize a refund.

    1. Term

    1.1        Commencement

    This agreement commences on the date on which you first install or use the Software,

    (the Commencement Date).

    1.2        Term – free trial and Q reader licenses

    • Free trial licenses expire 14 days after you have been provided with the link to access the Software, unless terminated earlier or extended by written agreement between the parties.
    • Licenses for the Q Reader software program commence on the Commencement Date and expire when we terminate the license by giving you notice (whether on our website, by email or otherwise.
    • Unless we agree in writing a free trial is not available to any person or organization that directly or indirectly utilized another free trial in the preceding 24 months.

    1.3        Term – other licenses

    (a)               Subject to you paying us the License Fees, all licenses for the Software (other than free trial licenses and licenses for the Q Reader software program) commence on the Commencement Date and run for the period of the licence you have ordered (License Period), unless terminated earlier in accordance with this Agreement.

    (b)               At the expiry of a Licence Period, you must either:

    (i)                cease using the relevant licence; or

    (ii)              renew the licence for a further Licence Period (of the same or a different duration, depending on the types of licences available from us at the relevant time).

    (c)               Any renewal of a licence is subject to the terms of the Software License Agreement applying to the Software at the time of the renewal, and to you paying the applicable License Fees for the renewal.

    (d)               This agreement expires when all licenses granted to you under the agreement expire.

    1.4        Updates to Software

    (a)               Subject to you paying us the License Fees, we may make available to you for download, during the course of your initial License Period or any renewal, updates or new versions of the Software.

    (b)               You may download, and use for the remainder of your initial License Period or any renewal, such updated or new version of the Software, provided that you agree to the terms of the Software License Agreement at the relevant time, which will be brought to your attention at the time of the update or new version being made available for download. If you do not agree to the updated terms of the Software License Agreement shown to you at the time of the update or new version being made available for download, you may not download the update or new version.

    1. Software license

    2.1        License

    We grant to you a limited, non-exclusive, non-transferable license during the Term to, subject to clause 4:

    (a)               access and use the Software on the number of computers for which you purchased a license, for the number of Named Users or simultaneous users (as applicable) for which you have purchased a license, for the business purposes of your Organization only (which may include preparing reports, presentations or databases for your clients);

    (b)               where the Software is provided to you in a form that must be installed on a computer to operate, install the Software on the number of computers for which you purchased a license; and

    (c)               use the Documentation strictly in conjunction with your use of the Software.

    1. License Fees

    3.1        License Fees

    (a)               Unless otherwise agreed with you, we may, at our option, invoice you the License Fees prior to, on or after supplying the Software to you (or after the expiration of the free trial period for the Software, if applicable), and after that, prior to, on or after each renewal of a licence.

    (b)               No License Fees are payable for the Q Reader software program and during the free trial period for the Software.

    (c)               We reserve the right to vary the License Fees for each licence renewal and will provide you with notice of any such variation at least one (1) month before the commencement of the relevant renewal.

    3.2        Payment

    You must pay any undisputed invoice within the time specified in the invoice.

    3.3        Invoice dispute

    (a)               If you dispute the validity of an invoice you must:

    (i)                promptly give us notice of the details and the nature of the dispute; and

    (ii)              pay any undisputed amount when it is due under clause 3.2.

    (b)               each party must continue to perform their other obligations under the agreement.

    3.4        Resolution of invoice dispute

    Each party may invoke the dispute resolution procedure set out in clause 12 to attempt to resolve the dispute.

    1. Conditions of use

    4.1        License restrictions

    In consideration of us granting you the License and unless we agree otherwise in writing, you must not:

    (a)               permit any person other than your Personnel to use the Software;

    (b)               copy or reproduce all or part of the Software except in order to be able to use it as contemplated by this Agreement;

    (c)               alter, modify, tamper with, decompile, disassemble, adapt, create derivate works of, reverse engineer or attempt to reverse engineer the Software or otherwise attempt to derive the Software source code from the object code or to determine any other aspect of the Software, except to the extent permitted by applicable law or treaty;

    (d)               sell, rent, lease, sub-license, assign or otherwise transfer all or part of the Software or any of your rights under this agreement;

    (e)               use the Software to provide commercial software hosting or time sharing services;

    (f)                use the Software for any unlawful purpose;

    (g)               use the Software or the Sites to create, access, transmit, publish or communicate material which:

    (i)                is false, inaccurate, defamatory, offensive, inflammatory, obscene, unsuitable for minors, abusive, indecent, threatening, or otherwise unlawful;

    (ii)              is xenophobic, racist, abusive, harassing or hateful;

    (iii)            is invasive of a person’s privacy or constitutes personal abuse directed at other users;

    (iv)            constitutes commercial advertising, the promotion of gambling or the promotion of your own site;

    (v)              contains a virus or other harmful code;

    (vi)            infringes a person’s copyright or other rights; or

    (vii)          contains links to other sites that contain or promote the material identified in clause 4.1(g)(i) to 4.1(g)(vi);

    (h)               use the Software or the Sites to:

    (i)                transmit, publish or communicate bulk and/or unsolicited messages;

    (ii)              in any way bring negative exposure or harm to us, our suppliers or other users of the Sites;

    (iii)            in any way cause us, our suppliers or other users of the Sites to incur liability to a third party;

    (i)                remove or tamper with any copyright or similar proprietary notice, rights management information, acknowledgement, attribution, trade mark, warning or disclaimer attached to, incorporated in or otherwise applied in connection with the Software;

    (j)                use any type of spider, virus, worm, Trojan horse, time bomb or other malicious codes or instructions that are designed to disable, damage or disassemble all or part of the Software or the Sites;

    (k)               breach the terms of the License or this agreement;

    (l)                publish, transmit, communicate or distribute the Software to any other person, other than distributing Q Reader to your clients in accordance with this Agreement;

    (m)             interfere with or disrupt the Sites, any of our software, services, servers or networks; and

    (n)               allow anyone else (except us) to do any of the things referred to in paragraphs (a) to (m) above.

    4.2        Compliance with Data Protection Legislation

    If you upload, transmit or publish any Personal Data using the Software, you must ensure that:

    (a)               you only do so in accordance with applicable law (including Data Protection Legislation); and

    (b)                you do not do, or omit to do, anything that would cause us to breach any law (including Data Protection Legislation).

    To the extent that we are in possession of any Personal Data relating to you or your Personnel, you acknowledge that this is for the limited purposes of managing user accounts to access the Software.

    You acknowledge and agree that we shall act as a joint data controller with respect to any limited amounts of Personal Data transferred to us by you under this agreement in relation to management of user accounts.

    To the extent that we act as a Data Processor in relation to any of Your Personal Data that you may provide to us or give us access to in the course of our provision of the Software to you (e.g. for the purposes of providing technical support and back-end calculations), we will act in accordance with the remainder of this clause 4.2.

    We shall, in the course of processing Your Personal Data:

    • process Your Personal Data only in accordance with your written instructions from time to time unless required to do so by law and subject to notifying you (save where by law we are prohibited from so notifying you);
    • take reasonable steps to ensure the reliability of our employees, staff, officers and agents who may have access to, or be involved in, the processing of Your Personal Data;
    • ensure that our personnel who have access to and/or process Your Personal Data are obliged to keep it confidential or are under an appropriate statutory obligation of confidentiality;
    • ensure that we have in place appropriate technical and organizational measures to protect against unauthorized or unlawful processing of Your Personal Data and against loss or destruction of, or damage to, Your Personal Data, appropriate to the harm that might result from unauthorized or unlawful processing or accidental loss, destruction or damage and the nature of Your Personal Data to be protected, having regard to the state of technological development and the cost of implementing any measures
    • notify you promptly and in any event within 24 hours of becoming aware of any of Your Personal Data breaches so you can notify the supervisory authorities and advise Data Subjects;
    • conduct data protection impact assessments as appropriate;
    • support your interaction with supervisory authorities or regulators where the data protection risk assessment indicates that there is a high risk to the processing;
    • at your written direction, delete or return Your Personal Data and copies thereof to you on termination or expiry of this agreement unless we are required to store Your Personal Data by law or if such Your Personal Data is retained only in backups which are inaccessible in normal use;
    • maintain complete and accurate records and information to demonstrate our compliance with these data protection obligations and shall allow at reasonable times and from time to time to audit and review our compliance with these data protection obligations;
    • inform you immediately if (in our opinion) an instruction for the processing of Your Personal Data given by you infringes Data Protection Legislation;
    • if you are a Data Controller of Personal Data of Data Subjects in the United Kingdom or European Economic Area, only transfer or process that Personal Data outside of the United Kingdom or European Economic Area (as applicable) on the basis of the standard contractual clauses which are included in the Data Processing Addendum posted as of the Commencement Date and hereby incorporated by reference and which You are deemed to have accepted as part of this agreement;
    • not subcontract any processing of the Customer Personal Data to a third party subprocessor unless: (i) that third party is subject to contractual obligations no less onerous than those provided in this Agreement in relation to the processing of the Customer Personal Data and (ii) the Customer is notified of the addition or replacement of a subprocessor and given 14 days to object to such subprocessor. In the absence of any objection within that period, the Customer is deemed to have accepted such addition or replacement. The Customer’s sole right in the event of an objection to a proposed addition or replacement shall be to terminate this Agreement on written notice, subject to payment of any outstanding Fees. The Company shall remain fully liable for any breach of this Agreement that is caused by an act, error or omission of its subprocessors.

    We shall, on your request, provide you with such assistance and information about our and any subprocessors’ processing of Your Personal Data as you may request from time to time to allow you to meet your obligations under Data Protection Legislation. In the event that any request, correspondence, enquiry or complaint is made in respect of You or the Your Personal Data directly to us, We shall promptly inform You providing full details of the same.

    We shall be entitled to make any reasonable amendment to this agreement necessary to bring it and our obligations in respect of the processing of Personal Data into line with the Data Protection Legislation; or allow you to comply with the Data Protection Legislation and the requirements and recommendations of any appropriate data protection supervisory authority or regulator.

    We shall indemnify You from and against all losses, damages or regulatory fines suffered or incurred by You as a result of our breach of the data protection provisions set out in this Agreement.

    4.3        End user content

    You acknowledge and agree that you are solely responsible for all material you create, access, transmit, publish or communicate using the Software.

    4.4        Restrictions based on license type

    In accessing and using the Software, you must comply with:

    (a)               the terms and restrictions which apply to the type of licence you have purchased, including as set out in the Licensing Guide; and

    (b)               any requirements, procedures, policies, or regulations displayed on the Sites or which we notify to you from time to time.

    4.5        Compliance with license restrictions

    If we consider that you are not complying with the restrictions identified in this clause 4, we may request that you cease such conduct and you must immediately comply with any such request.

    4.6        Access to the Software and Sites

    We may immediately terminate or block your access to the Software or the Sites at any time if you or any of your Personnel are in breach of this Agreement and has failed to comply with our reasonable request to remedy such breach within a reasonable time period, being no less than 30 days.

    1. Support services

    (a)               Except for the Q Reader software and during the free trial period, we will provide you with:

    (i)                technical support in relation to the Software by telephone, email or other means; and

    (ii)              subject to clause 1.4, programming fixes, updates or upgrades of the Software (which you must promptly install and use in accordance with our instructions or directions, if any).

    (iii)            Generally, the technical support service does not include providing you with information that is already available in Documentation or basic information in relation to installing, operating, and maintaining computers, software and information technology systems. We will only provide technical support to your Personnel who are duly qualified and have the requisite experience in connection with operating software and information technology systems for the manipulation and analysis of survey data and they should review the Documentation before seeking technical support services.

    (b)               We provide training and consulting services for our Software for a fee. Please contact us if you would like to find out more about our training services.

    1. Intellectual Property Rights

    6.1        No transfer

    (a)               All right, title and interest (including all copyright and other Intellectual Property Rights) in the Software is licensed or owned by us.

    (b)               This agreement does not transfer to you any title to the Intellectual Property Rights in the Software and you must not represent that you own those rights.

    (c)        You retain ownership of all Intellectual Property Rights in all content and materials that you may incorporate into the Software and in all documentary outputs from the Software.  Nothing in this agreement shall operate to transfer or license any such rights to us.

    6.2        Modifications and feedback

    If you modify, or authorize the modification of, the Software (whether in breach of clause 4.1(c) or not) or if you provide us with any feedback, suggestions, recommendations or information in relation to the Software (collectively Modifications):

    (a)               you must promptly notify us of the Modifications (and provide us with any other information and details that we may reasonably request for in relation to the Modifications);

    (b)               we own any Intellectual Property Rights in the Modifications;

    (c)               you now assign to us (or will procure the assignment to us of) all Intellectual Property Rights in the Modifications and you must do (or procure the doing of) all things necessary to effect this assignment;

    (d)               you must not do or omit to do anything that may prejudice our rights and interests over the Intellectual Property Rights in the Modifications (including the right to apply to register such Intellectual Property Rights in any jurisdiction);

    (e)               the Modifications are included in the License once they are created;

    (f)                unless otherwise notified by you to us in writing at the time of providing us with the Modifications, you represent and warrant that the Modifications do not breach any third party rights (including any Intellectual Property Rights);

    (g)               you acknowledge and agree that you do not have any claim to any profits arising in any way from the Modifications; and

    (h)               to the extent that there are any Moral Rights in the Modifications, you presently waive (or will procure the waiver from the relevant individual author of) such Moral Rights and voluntarily and unconditionally consent to (or will procure the relevant individual author to voluntarily and unconditionally consent to) all or any acts or omissions by us, or any person authorized by us, which will otherwise infringe such Moral Rights.

    6.3        Unauthorized use of the Software

    You must promptly:

    (a)               report to us any suspected or actual unauthorized use of the Software of which you become aware; and

    (b)               provide us with all assistance reasonably requested by us to protect the relevant rights in the Software.

    6.4       Indemnity

    We hereby indemnify you in relation to any Losses that you may suffer as a result of any claim that your use of the Software in accordance with this Agreement and any instructions provided by us to you infringes the Intellectual Property Rights of any third party.  This indemnity shall not apply to any use of the Software otherwise than in accordance with our reasonable instructions.

    1. Confidential Information

    7.1        Confidentiality

    A party must keep the other party’s Confidential Information confidential.

    7.2        Use and disclosure of Confidential Information

    A party may only:

    (a)               use the other party’s Confidential Information for the purposes of this agreement; and

    (b)               disclose that information to its Personnel, if:

    (i)                they must know for the purposes of this agreement (but only to that extent);

    (ii)              it first directs them that the information is confidential and must be kept confidential; and

    (iii)            it ensures its direction is complied with and that all steps are taken to prevent or stop any actual or suspected breach of the direction.

    7.3        Exceptions

    Clause 7 does not apply to information that (whether before or after the date of this agreement):

    (a)               is public knowledge (except because of a breach of confidentiality by a party or any of its disclosees); or

    (b)               is required to be disclosed by law (but only to that extent).

    7.4        Disclosure required by law

    If a party must disclose the other party’s Confidential Information by law under clause 7.3(b), the party must first:

    (a)               give the other party:

    (i)                notice of the details of the proposed disclosure;

    (ii)              reasonable opportunity to do what it thinks necessary to protect the confidentiality of the information; and

    (iii)            any help reasonably required by the other party to protect the confidentiality of the information; and

    (b)               give the proposed disclosee notice that the information is Confidential Information of the other party.

    7.5        Exercise of degree of care

    A party must exercise at least the same degree of care and diligence in protecting the confidentiality of the other party’s Confidential Information as it exercises in relation to its own Confidential Information.

    1. Limitation and exclusion of liability

    8.1        Implied conditions and warranties

    We warrant that the Software will conform to all representations and descriptions of functionality and service made available to you by us, that we will use reasonable endeavors to fix material defects that adversely affect your usage of the Software in a prompt manner, and that we will comply with all of our obligations under this agreement in a prompt and professional manner.

    We warrant that the Software does not contain any virus or other application that may erase, disable or otherwise harm the Software or your data or information systems, or give  any third party unauthorized access to the Software or your data or information systems.

    To the extent permitted by law apart from the express terms of this agreement the Consumer Guarantees, we give no other representations, guarantees, warranties or conditions, express or implied, in relation to any goods or services supplied under this agreement, or any other rights provided by us under this agreement.  We exclude from this agreement all other representations, guarantees, conditions, warranties, rights, remedies, liabilities and other terms that may be conferred or implied by statute, general law or custom, except any guarantee or right conferred under any legislation, the exclusion of which would contravene legislation or cause part or all of the clause purporting to exclude that guarantee or term to be void.

    8.2        Acknowledgement

    You acknowledge and agree that you are responsible for determining whether the Software meets your particular needs and for the results obtained from the Software.

    8.3        Consequential loss

    Except as provided under clause 15.1, we exclude liability to you (whether arising in contract or tort (including negligence) or under any statute) for any loss of profits, loss of revenue, loss of opportunity, loss of anticipated savings, pure economic loss, increased operating costs and any special, consequential or indirect loss suffered or incurred by you or your Personnel.

    8.4        Limitation of liability

    To the extent permitted by law, except under any indemnity, and except as provided under clause 15.1, our and your maximum liability for Losses under or in connection with this agreement, whether arising in contract, tort (including negligence) or otherwise, is limited to the total License Fees paid by you to us in the 12 month period prior to the occurrence of the cause of action that gave rise to such liability.

    8.5        Sharing of liability

    A party’s liability is reduced proportionally to the extent that any act or omission of the other party or its Personnel caused or contributed to the other party’s loss.

    8.6        Third party providers

    (a)               We may use third party providers from time to time to provide the Software and the Sites.

    (b)               Where we use a third party provider to provide the Software to you, and we receive a service credit from that third party provider as a result of availability issues with their services, we will pass on to you a portion of that service credit which we allocate to you in accordance with clause 8.6(c), provided that the portion of the service credit we allocate to you is more than 100 US dollars.

    (c)               If we receive a service credit from a third party service provider under clause 8.6(b), we will allocate an amount of that service credit to you, in our sole discretion, based on the license fees paid by you in the past twelve months relative to our other customers,

    1. Indemnity

    You will indemnify us and hold us harmless against all Losses (including legal costs, whether incurred by or awarded against a person) that are or may be incurred or suffered by us or any of our Related Companies or Personnel arising from or in connection with:

    (a)               any breach of this agreement by you;

    (b)               any unauthorized use or dissemination of the Software by you or your Related Companies or Personnel; and

    (c)               any Claim arising from:

    (i)                your use of the Software, any Site or any other website or servers operated by us or any of our Related Companies or Personnel to host, transmit, publish or communicate any material which is in breach of this agreement; or

    (ii)              any other conduct, act or omission by you, your Related Companies or Personnel which is in breach of this agreement.

    1. Termination

    10.1     Termination by us

    We may terminate all or part of this agreement immediately by giving you notice if you breach clauses 2 or 4.

    10.2     Termination for breach

    A party may terminate all or part of this agreement immediately by giving the other party notice if:

    (a)               the other party breaches a term of this agreement and fails to rectify the breach within 30 days after receiving notice requiring it to do so; or

    (b)               the other party breaches a material term of this agreement which is not capable of remedy.

    10.3     Action on termination

    On expiration or termination of this agreement, the License will immediately expire or terminate and you must:

    (a)               stop using the Software;

    (b)               return to us, or destroy, all copies of the Software;

    (c)               ensure that all Software in your possession has been deleted or permanently removed from any computer equipment on which it is stored; and

    (d)               confirm in writing to us that the Software has been deleted from any computer equipment on which it was stored.

    1. Tax

    (a)               Unless the context dictates otherwise, the License Fees and any other fees or charges quoted by us to you are exclusive of all applicable Taxes. You shall pay all Taxes assessed in connection with this agreement or any licenses or services provided under this agreement, in addition to the License Fees and any other fees or charges quoted by us.

    (b)              Customer is responsible for paying all Taxes associated with its purchases hereunder. Customer will not withhold any taxes from any amounts due to Company. If Company has a legal obligation to pay or collect any Taxes for which Customer is responsible, Company will invoice Customer and Customer will pay that amount unless Customer provides Drata with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Company is solely responsible for taxes assessable against it based on its income, property and employees.

    1. Dispute resolution

    12.1     No court proceedings unless procedure followed

    A party must not start court proceedings (except proceedings seeking interlocutory relief) unless it has complied with clause 12.

    12.2     Notice of Dispute

    A party claiming that a dispute, difference or question arising out of this agreement, including a question as to whether certain services are in scope or not, has arisen (Dispute) must give the other party notice of the details of the Dispute (Dispute Notice).

    12.3     Negotiated resolution

    When a Dispute Notice is given, each party’s chief executive officers (or their nominee) must meet and first attempt to resolve the Dispute.

    12.4     Arbitration

    If the chief executive officers (or their nominee) cannot resolve the Dispute under clause 12.3 within 30 days (or longer period agreed between the parties), the Dispute must be settled by arbitration in accordance with the then-current UNCITRAL Arbitration Rules. The appointing authority shall be the Australian Centre for International Commercial Arbitration. The number of arbitrators shall be one. The place of arbitration shall be Sydney, Australia. The language(s) to be used in the arbitral proceedings shall be English.

    12.5     Release if other party breaches

    If a party breaches clause 12 in relation to a Dispute, the other party need not comply with clause 12 in relation to that Dispute.

    12.6     Obligations continue

    The parties must continue to perform their respective obligations under this Agreement pending the resolution of a Dispute.

    12.7     Costs

    Each party must pay its own costs of complying with this clause 12.

        1. Notices and other communications

    13.1     Service of notices

    A notice, demand, consent, approval or communication under this agreement (Notice) must be:

    (a)               in writing, in English and signed by a person duly authorized by the sender; and

    (b)               sent by email to, for us, support@q-researchsoftware.com and, for you, the last known email address for you that we have on our records.

    13.2     Effective on receipt

    A Notice given in accordance with clause 13.1 takes effect when taken to be received (or at a later time specified in it), and is taken to be received when it is sent, unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not received the entire Notice or the sender receives a delivery failure notification, but if it is sent on a day that is not on a Business Day or after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

        1. Miscellaneous

    14.1     Authority

    You warrant that:

    (a)               you have all rights required to enter into this agreement, including, where applicable, for and on behalf of the relevant Organization; and

    (b)               this agreement is binding on you (and, where applicable, the relevant Organization) as an agreement.

    14.2     Export

    You acknowledge that the Software may be subject to national and international laws that govern the export of software and you agree to comply with all such laws (where applicable to you).

    14.3     Alterations

    This agreement may be altered only in writing signed by each party, except that:

    (a)               each time the agreement is renewed in accordance with clause 1.3, the terms of the Software License Agreement at the relevant time will apply (unless otherwise agreed in writing between the parties); and

    (b)               each time an update or new version of the Software is downloaded in accordance with clause 1.4, the terms of the Software License Agreement at the relevant time will apply (unless otherwise agreed in writing between the parties).

    14.4     Assignment

    A party may only assign this agreement or a right under this agreement with the prior written consent of the other party.

    14.5     Costs

    Each party must pay its own costs of negotiating, preparing and executing this agreement.

    14.6     Survival

    Any indemnity or any obligation of confidence under this agreement is independent and survives termination of this agreement. Any other term by its nature intended to survive termination of this agreement survives termination of this agreement, including clauses 4, 5, 7, 8 and 9.

    14.7     Counterparts

    This agreement may be executed in counterparts. All executed counterparts constitute one document.

    14.8     Entire agreement

    This agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.

    14.9     Further action

    Each party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this agreement and any transaction contemplated by it.

    14.10  Severability

    A term or part of a term of this agreement that is illegal or unenforceable may be severed from this agreement and the remaining terms or parts of the term of this agreement continue in force.

    14.11  Waiver

    A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

    14.12  Relationship

    Except where this agreement expressly states otherwise, it does not create a relationship of employment, trust, agency or partnership between the parties.

    14.13  Governing law and jurisdiction

    (a)               If you or your Organisation are purchasing Software from Numbers International LLC under this agreement, this agreement is governed by the laws of the State of Delaware and each party irrevocably and unconditionally submits to the non‑exclusive jurisdiction of the courts of the State of Delaware.

    (b)               If you or your Organisation are purchasing Software from Q Research Software Limited under this agreement, this agreement is governed by the laws of England and Wales and each party irrevocably and unconditionally submits to the non‑exclusive jurisdiction of the courts of England and Wales.

    (c)               Otherwise, this agreement is governed by the laws of New South Wales, Australia and each party irrevocably and unconditionally submits to the non‑exclusive jurisdiction of the courts of New South Wales, Australia.

    14.14 Regional Servers

    Your use of the Software may require an internet connection to our servers to complete certain operations.  We may provide you with an option to limit the geographical location or region of our servers to which your instance of the Software will connect.  Where you choose to make use of this option, the data shared with us will only be stored on computers and servers physically situated within the selected location or region.  This does not provide any additional warranty or guarantee in relation to the security of any transfers of data.  We may remove this option at any time, and will provide you with advance notice if this may affect your use of the Software.

        1. Defined terms & interpretation

    15.1     Defined terms

    In this document:

    Business Day means:

    (a)               for receiving a notice under clause 12, a day that is not a Saturday, Sunday or public holiday in the place where the notice is received; and

    (b)               for all other purposes, a day that is not a Saturday, Sunday or public holiday in the place where a party who is entitled to exercise a right or required perform an obligation, as the case may be, is located.

    Business Hours means from 9.00am to 5.00pm on a Business Day.

    Claim means any claim, demand or proceeding arising out of any cause of action (including breach of contract, tort (including negligence) and any other common law, equitable or statutory cause of action).

    Confidential Information means information that:

    (a)               is by its nature confidential;

    (b)               is designated by a party as confidential; or

    (c)               the receiving party knows or ought to know is confidential,

    and includes information about each party’s business operations, finances and customers. In our case, our Confidential Information also includes all information in relation to the Software, Modifications and how they operate save to the extent that such information is publicly available on the Internet or otherwise (except because of a breach of confidentiality by a party or any of its disclosees).

    Data Protection Legislation means the UK Data Protection Act 2018, Regulation (EU) 2016/679 of the European Parliament and of the Council, (the General Data Protection Regulation); any other existing or future law, directive or regulation (anywhere in the world) relating to the Processing of Personal Data  or privacy, to which we or you are subject

    Data Controller, Data Processor, Data Subject and Personal Data have the meanings given to those expressions or any equivalent or corresponding expressions in the Data Protection Legislation

    Documentation means any documentation supplied by us to you, or otherwise available to you, relating to the Software or this agreement, including emails, online help, documentation that can be downloaded from our website or that are available from within the Software and help files that are distributed within the Software.

    Intellectual Property Rights means all intellectual property rights at any time recognized anywhere in the world, including:

    (a)               patents, copyright, rights in circuit layouts, registered and unregistered designs, trade marks, domain names, business names and any right to have confidential information kept confidential; and

    (b)               any application or right to apply for registration of any of the rights referred to in paragraph (a).

    License means the license granted by us in clause 2.

    License Fees mean the fees payable by you for the License, as agreed between you and us in writing or as notified by us to you in accordance with clause 3.1.

    License Period has the meaning given in clause 1.3.

    Licensing Guide means the licensing terms set out at http://wiki.q-researchsoftware.com/wiki/Licensing_Guide.

    Losses means any loss, cost, damage, expense or liability, whether arising in contract, tort (including negligence) or otherwise.

    Moral Rights means the following rights in respect of any Intellectual Property Rights:

    (a)               the right of integrity of authorship (that is, not to have a work subjected to derogatory treatment);

    (b)               the right of attribution of authorship of a work; and

    (c)               the right not to have authorship of a work falsely attributed,

    (which are rights created by the Copyright Act 1968 (Cth)), and any other similar rights capable of protection under the laws of any applicable jurisdiction.

    Named User means an individual whom you have identified to us as the user of the relevant license, in the manner we require from time to time.

    Organization means:

    (a)               where you represent an organization which has procured rights to use the Software for another organization, the organization for which those rights have been procured; or

    (b)               otherwise, any organisation which you represent,

    and an ‘organization’ includes any body corporate, partnership, association, governmental or local authority or agency or other organization.

    Personnel means, in relation to a party, the officers, employees, agents, contractors and representatives of the party (but does not include the other party).

    Related Company means in relation to a person, a related company or affiliate of that person.

    Sites means any websites from which the Software may be accessed, or which are used in conjunction with the Software, including www.q-researchsofware.com, app.displayr.com, and any associated sites, sub-domains and pages therein.

    Software means:

    (a)               the Q software program, namely Q Basic, Q Professional and Q Reader;

    (b)               any training programs and materials for the Q software program;

    (c)               any improvements, enhancements, modifications, developments, programming fixes, updates or upgrades of the Q software program supplied by us to you under this agreement; and

    (d)               the Documentation.

    Tax means all duties, taxes, imposts, deductions, charges and withholdings imposed with respect to any transaction contemplated under this agreement, including:

    (a)               value-added, goods and services, sales or use taxes;

    (b)               excise, custom duties and other like taxes, fees or surcharges (including regulatory fees or surcharges); and

    (c)               any interest, penalties, charges, fees or other amounts payable on or in relation to the taxes referred to in paragraphs (a) and (b),

    but excluding taxes on income, revenue or capital gains.

    Term means the term of the free trial license, or all licenses other than the free trial license, as the case may be, and as defined in clause 1.

    Your Personal Data means any Personal Data that you make available to us in order for us to provide the Software, and associated technical and IT support services, which may include names and contact details of Customer’s staff, clients, and prospective clients

    15.2     Interpretation

    In this agreement, except where the context otherwise requires:

    (a)               the singular includes the plural and vice versa;

    (b)               a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;

    (c)               a reference to a party is to a party to this agreement, and a reference to a party to a document includes the party’s executors, administrators, successors and permitted assigns and substitutes;

    (d)               a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;

    (e)               a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re‑enactments or replacements of any of them;

    (f)                any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;

    (g)               any agreement, representation, warranty or indemnity in favor of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;

    (h)               the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions; and

    (i)                a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this agreement or any part of it.

    15.3     Headings

    Headings are for ease of reference only and do not affect interpretation.

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