Software License Agreement

This Software License Agreement ("Agreement") is entered into between Mamis.IT Pty Ltd ("Licensor") and the entity or individual agreeing to these terms ("Licensee").

If this Agreement is incorporated into a Master Services Agreement ("MSA") between Licensor and Licensee, it shall be considered an addendum to that MSA. If no such MSA exists, this Agreement shall stand on its own.

1. Definitions

"Software" means the software and associated documentation developed by Licensor and licensed under this Agreement.

2. License Grant

Subject to the terms and conditions of this Agreement [and the MSA, if applicable], Licensor hereby grants to Licensee a non-exclusive, personal, non-transferable license to use the Software for both personal and commercial purposes.

3. Intellectual Property

The Software and all intellectual property rights therein are and shall remain the property of the Licensor. The Licensee does not acquire any ownership rights in the Software.

4. Permitted Use

Licensee may use the Software for any lawful purpose, including but not limited to personal and commercial use, subject to the restrictions outlined in this Agreement [and the MSA, if applicable].

5. Restrictions

Licensee shall not:

a) Copy, modify, or create derivative works of the Software, except as expressly permitted by this Agreement or by law;
b) Reverse engineer, decompile, or disassemble the Software;
c) Remove or alter any proprietary notices or labels on the Software;
d) Sell, sublicense, rent, lease, or otherwise transfer the Software to any third party;
e) Use the Software to create a competing product or service.

6. Third-Party Services and Data

a) If the Software interacts with third-party services, Licensee is responsible for complying with the terms of service of any such third-party services.
b) Licensor is not responsible for the availability, content, or functionality of third-party services that may be accessed through the Software.
c) Licensee shall ensure it has the necessary rights and permissions to access and use any third-party data in conjunction with the Software.

7. Data Protection and Privacy

a) Licensee is responsible for ensuring that its use of the Software complies with all applicable data protection and privacy laws.
b) Licensor shall implement reasonable security measures to protect any data processed through the Software but is not responsible for data breaches that occur outside of its direct control.

8. Service Levels

If applicable, Licensor will use commercially reasonable efforts to make the Software available according to the service levels separately provided or published by Licensor. These service levels, if any, form part of this Agreement. Licensor reserves the right to modify these service levels from time to time, with such modifications becoming effective upon notification to Licensee or publication by Licensor.

9. Usage Limits

If applicable, Licensee agrees to comply with any usage guidelines and limits set by Licensor. Licensor reserves the right to modify these limits to ensure the overall performance and availability of the Software.

10. Support and Maintenance

Licensor will provide support and maintenance for the Software as outlined in the support policy separately provided or published by Licensor. This support policy forms part of this Agreement. Licensor reserves the right to modify the support policy from time to time, with such modifications becoming effective upon notification to Licensee or publication by Licensor.

11. Term and Termination

This Agreement is effective until terminated. Licensor may terminate this Agreement if Licensee breaches any of its terms. Upon termination, Licensee shall cease all use of the Software and destroy all copies in their possession.

12. Disclaimer of Warranty

The Software is provided "as is" without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, and non-infringement.

13. Limitation of Liability

In no event shall Licensor be liable for any special, incidental, indirect, or consequential damages whatsoever arising out of or in any way related to the use of or inability to use the Software.

14. Governing Law

These Conditions are governed by the laws in force in the State of Victoria. The parties consent to be subject to the jurisdiction of the courts of the State of Victoria and expressly waive all rights which they may otherwise have under the laws of all other jurisdictions.

15. Entire Agreement

This Agreement [together with the MSA, if applicable,] constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter.

16. Precedence

If this Agreement is incorporated into an MSA and there is any conflict between the terms of this Agreement and the MSA, the terms of this Agreement shall prevail with respect to the subject matter herein. All other terms and conditions of the MSA shall remain in full force and effect.

By using the Software, Licensee acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions [in addition to those of the MSA, if applicable].