This is an important legal document — please read it carefully.

You have requested a download of certain software (Software) known by the name “aXes” and owned by Arterial Software Pty Ltd (ACN 096 976 877) of 4 Waltham Street, Richmond, Victoria, 3121 (Arterial). If you wish to continue you must click “agree”, to acknowledge that you have read and understood this agreement and that you agree to be bound by it.

1.     Application of agreement

1.1       This agreement applies to you and, where you are downloading the Software as agent for or on behalf of any entity (such as your employer), to that entity (and, in that case, any reference in this agreement to “you” will be read as a reference to both you and that entity).

1.2       For the purposes of this agreement, any reference to the Software includes the "aXes" software program, ancillary programs, related manuals and other documentation and any upgrades.

2.     Licence

2.1       Upon agreeing to the terms and conditions contained in this agreement, you may download the Software and Arterial grants you a limited, non-exclusive and non-transferable licence to install and use the Software on one computer server (as identified by the server serial number provided by you) for a trial period of 30 days from the date on which the Software is first used.

2.2       The trial period referred to in clause 2.1 may be extended (at Arterial's discretion) by your application for a temporary licence key to be provided by Arterial prior to the expiry of the original trial period.

2.3       Upon receipt of payment of the applicable licence fee, Arterial will provide you with a permanent licence key, the limitation in clause 2.1 will no longer apply, and the licence granted in clause 2.1 will continue until terminated in accordance with this agreement.

2.4       Upon payment of the applicable annual maintenance fee, you will be entitled to all upgrades and maintenance of the Software provided by Arterial for the period of 12 months immediately following the date upon which payment of that fee is received by Arterial.

3.     Your obligations

3.1       You agree to:

• not copy, reproduce, translate, adapt, reverse engineer, decompile, disassemble, vary, modify or create a derivative work from the Software or any associated documentation without the express consent of Arterial, except as authorised by this agreement;
• not transfer or sub-license the Software to any other person or provide or make the Software available for use in any way on any additional computer server; and
• supervise and control the use of the Software to ensure that all use of it accords with this agreement and that each person who has access to the Software is aware of and complies with the terms of this agreement.

4.     Copyright

4.1       You acknowledge that Arterial is and at all times remains the owner of all rights, including the copyright, in the Software and all associated documentation. You will not do or permit the doing of any act, during or after the term of this agreement, which infringes those rights.

4.2       You indemnify Arterial against any liability, cost or expense which Arterial may incur as a result of your breach of the copyright provisions in this agreement.

4.3       You may not copy the Software except to make one copy solely for back-up purposes.

4.4       You acknowledge that “Arterial” and “aXes” are trade marks of Arterial and you will not do anything which adversely affects those marks.

5.     Warranties

5.1       Subject to clause 5.3, Arterial disclaims all warranties, including those relating to merchantability, fitness for a particular purpose, freedom from viruses or defects, non-infringement of third party rights or compatibility and interoperability, whether express or implied by custom or statute.

5.2       You acknowledge that the Software cannot be guaranteed to be error free and the existence of any errors in the Software will not constitute a breach of this agreement. You accept all risk associated with the use of the Software and acknowledge that Arterial will not be liable for any damages whatsoever (including any consequential loss of any kind) arising from the use of the Software.

5.3       To the extent that any law implies terms into this agreement which cannot be lawfully excluded, Arterial’s liability for breach of such terms will be limited, at Arterial’s option, to any one or more of the following:

• replacement of the Software or supply of equivalent software (or payment of the cost of doing so); or
• correcting any defects in the Software (or payment of the cost of doing so).

5.4       Without limiting the generality of clauses 5.2 and 5.3, Arterial will not be liable for any damages whatsoever (including any consequential loss of any kind), if the Software is not able to be used by you for any period in excess of 7 days as a direct result of the act or omission of Arterial. During any such period, Arterial’s only obligation will be to refund to you a pro-rata proportion of the annual maintenance fee calculated having regard to the length of that period as a proportion of the year for which the fee is paid.

6.     Term of the Licence

6.1       The licence granted by this agreement will terminate if you:

• breach any term of this agreement;
• being a firm or partnership, are dissolved or, being a company, are deregistered or become the subject of insolvency proceedings or, being an individual, die or become bankrupt; or
• destroy the Software.

6.2       Subject to clauses 6.1 and 6.3, in the event that Arterial ceases to operate as a developer and vendor of software, the licence granted by this agreement will continue as a limited open-source licence for a period of one year after that cessation or so long as Arterial continues to own all of the rights in the Software (whichever is shorter).

6.3       The open-source licence referred to in clause 6.2 will not include the provision of the source code for that part of the Software that enables interactive jobs to be treated as batch jobs.

6.4       Upon termination of this agreement, you will destroy any remaining copies of the Software and any associated documentation or otherwise return or dispose of such material in the manner specified by Arterial.

6.5       Termination of this agreement will not affect any rights or remedies which Arterial may have against you under this agreement or at law.

7.     General

7.1       This agreement is personal to you and you may not assign, sub-license or transfer your rights in the Software to anyone.

7.2       If any provision of this agreement is invalid or unenforceable under applicable law, it (or, if possible, the offending part) will be severed from this agreement and the remainder of this agreement will continue in full force and effect.

7.3       Arterial’s failure to enforce at any time any provision of this agreement will not constitute a waiver of Arterial’s rights under this agreement.

7.4       This agreement will be governed by and construed according to the laws of Victoria, Australia and you submit to the jurisdiction of the courts of Victoria, Australia in respect of any dispute arising under or in relation to this agreement. This agreement will not be governed by the terms of the United Nations Convention on Contracts for the International Sale of Goods.

I HAVE READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THOSE TERMS.