ToolTrakka End User Licence Agreement (EULA)

PLEASE READ CAREFULLY BEFORE USING THIS PRODUCT: This End-User License Agreement ("EULA") is a legal agreement between (a) you (either an individual or a single entity) and (b) Ray Gudgeon and Associates Pty Ltd ("RGA") that governs your use of our ToolTrakka Product (“Software Product”), installed on or made available by RGA.

BY CLICKING "I AGREE", OR BY TAKING ANY STEP TO INSTALL OR USE THE SOFTWARE PRODUCT, YOU (1) REPRESENT THAT YOU ARE OF THE LEGAL AGE OF MAJORITY IN YOUR STATE, PROVINCE JURISDICTION OF RESIDENCE AND, IF APPLICABLE, YOU ARE DULY AUTHORIZED BY YOUR EMPLOYER TO ENTER INTO THIS CONTRACT AND (2) YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT ACCEPT THE EULA TERMS, DO NOT USE THE SOFTWARE PRODUCT.

1. GRANT OF LICENSE. The Software Product includes two types of products (1) computer software that is owned by RGA (and may include associated media, and "online" or electronic documentation) (collectively the "Software Product") and (2) hardware provided by third parties and used with the Software Product ("Third Party Hardware"). RGA grants you the following non-exclusive rights provided you agree to and comply with all terms and conditions of this EULA:
   a. Use. You may use the Software Product on multiple computers each of which will use the software to manage a single tool store. You do not have the right to distribute the Software Product. You agree to only use the Software Product as expressly permitted herein.
   b. Reservation of Rights. The Software Product is licensed, not sold, to you by RGA. RGA and its suppliers own all right, title and interest in and to the Software Product and reserve all rights not expressly granted to you in this EULA. You agree to refrain from any action that would diminish such rights or would call them into question.
   c. Support. Technical support for the Software Product will be free for the first sixty (60) days after the activation date. Support will be available via e-mail or online chat during regular business hours AEST. After 60 days, Technical Support may be offered by RGA as a paid support service.

2. ADDITIONAL SOFTWARE. This EULA applies to updates or supplements to the original Software Product provided by RGA unless RGA provides other terms along with the update or supplement. In case of a conflict between such terms, the other terms will prevail.

3. TRANSFER. Restrictions. You may not rent, lease or lend the Software Product or use the Software Product for commercial timesharing or bureau use. You may not sublicense, assign or transfer the license or Software Product except as expressly provided in this EULA.

4. PROPRIETARY RIGHTS. All intellectual property rights in the Software Product and user documentation are owned by RGA and are protected by law, including but not limited to copyright, trade secret, and trademark law, as well as other applicable laws and international treaty provisions. The structure, organization and code of the Software Product are valuable trade secrets and confidential information of RGA. You shall not remove any product identification, copyright notices or proprietary restrictions from the Software Product.

5. LIMITATION ON REVERSE ENGINEERING. You are not permitted (and you agree not to) reverse engineer, decompile, disassemble or create derivative works of or modify the Software Product. Nothing contained herein shall be construed, expressly or implicitly, as transferring any right, license or title to you other than those explicitly granted under this EULA. RGA reserves all rights in its intellectual property rights not expressly agreed to herein. Unauthorized copying of the Software Product or failure to comply with the restrictions in this EULA (or other breach of the license herein) will result in automatic termination of this Agreement and you agree that it will constitute immediate, irreparable harm to RGA for which monetary damages may apply.

6. TERM. This EULA is effective unless terminated or rejected. This EULA will also terminate immediately and without additional notice in the event you breach this EULA and/or fail to comply with any term or condition of this EULA.

7. DISCLAIMER OF WARRANTIES. RGA warrants that the software complies with the Australian laws that require that the product be of marketable quality and is fit for the purpose for which it is purchased. In all other jurisdictions, and where Australian law allows, to the maximum extent permitted under applicable law, the Software Product is offered on an "AS-IS" basis and RGA does NOT warrant that the functions contained in the Software Product will meet your requirements or that the operation of the Software Product will be uninterrupted or error free or that such errors will be corrected. Computer software is inherently subject to bugs and potential incompatibility with other computer software and hardware. You should not use the Software Product for any applications in which failure could cause any significant damage or injury to persons or tangible or intangible property.

8. LIMITATION OF LIABILITY. Notwithstanding any damages that you might incur, the entire liability of RGA and any of its suppliers under any provision of this EULA and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Software Product. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RGA OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, FOR LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT AND/OR THIRD PARTY HARDWARE USED WITH THE SOFTWARE PRODUCT, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS EULA), EVEN IF RGA OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

9. INDEMNITY. You agree to indemnify and hold RGA and its officers, directors, employees and licensors harmless from any claim or demand (including but not limited to reasonable legal fees) made by a third party due to or arising out of or related to your violation of the terms and conditions of this Agreement, your violation of any laws, regulations or third party rights or your negligent act, omission or wilful misconduct.

10. COMPLIANCE WITH LAWS. You shall comply with all laws and regulations of Australia

11. APPLICABLE LAW. This EULA is governed by the laws of Australia exclusive of conflict of law provisions. The parties hereby agree that this Agreement is not governed by the United Nations Convention on Contracts for the International Sale of Goods.

12. ENTIRE AGREEMENT. This EULA is the entire agreement between you and RGA relating to the Software Product and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software Product or any other subject matter covered by this EULA. To the extent the terms of any RGA policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall take precedence. In the event of a conflict between the English and any non-English versions of this EULA, the English version shall govern. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provision of the EULA will remain in force and effect.