This is a legal agreement between Innovative Smart Technologies Pty Ltd A.C.N. 083623698 trading as Insmart (hereinafter called "Insmart") and the person or entity intending to install or use this software (hereinafter called "the Licensee"). 1. In consideration of the Licensee paying to Insmart or its suppliers the required license fee Insmart hereby, save and except as otherwise provided herein, irrevocably grants unto the Licensee and the Licensee accepts a non-transferable non-exclusive license to use the computer software the property of Insmart named above hereinafter called "the Software". 2.a) The Software (which term as used herein shall include the set of machine readable material, the user documentation and any other related material supplied to the Licensee by or on behalf of Insmart) as well as the related copyrights or other industrial or intellectual property rights are the property of Insmart and/or its suppliers and constitutes a trade secret of Insmart and/or its suppliers. The Licensee acquires no title right or interest in the Software other than the license rights granted herein. 2.b) Insmart may from time to time may develop improvements, variations, amendments and extensions to the software hereinafter called Enhancements. In the event that Insmart develops any Enhancements and the Licensee takes supply of the Enhancements at a price agreed by Insmart and the Licensee, the Licensee acknowledges and agrees that the terms and provisions herein contained shall apply to the Enhancements. 3.a) The Software is supplied to the Licensee on a confidential basis and the Licensee is responsible for taking all steps necessary to ensure the continued propriety and confidential nature of the Software. In particular the Licensee shall keep in confidence and not disclose or otherwise make available the Software to any third party other than the Licensee's employees for the use permitted under this Agreement without the prior written permission of Insmart. 3.b) The Licensee shall not remove from the Software any trademark tradename copyright notice or other notice and shall be responsible for their conservation on the copies received under this Agreement and for their reproduction on any backup copy of the Software. 4.a) For the purpose of this Agreement "use of Software" shall mean the copying of any portion of the instructions or data contained in the Software by transferring or reading them from a medium into a machine in order to process data belonging to the Licensee. 4.b) Software in source form and the design documentation of the Software are never considered optional or additional material of the Software and are neither supplied to the Licensee or licensed hereunder. 4.c) Under the license granted to the Licensee under this Agreement the Licensee has the right to use the Software on one computer only. The Licensee shall not make any other use of the Software without the prior written consent of Insmart. 4.d) The Licensee shall not use or cause the Software to be used by any more than one person at any one time and without limiting the generality hereof not to use the Software in conjunction with any network or other device which enables the Software to be accessed or used or enjoyed by any more than one person at any one time. 4.e) The Licensee may copy in whole or in part the Software in machine readable form on another medium only in those cases in which this should prove necessary for backup and recovery in case of breakdown provided however that such copy shall be used solely on one computer and the Software may in any event include mechanisms to limit or inhibit copying. 5. This Agreement is effective from the date of receipt by the Licensee of the Software and shall remain in force until terminated by Insmart as provided in clause 9 hereof. 6.a) Insmart warrants that for a period of six months from the date of receipt by the Licensee of the Software, the Software is capable of substantially performing the operations described in the user documentation and is free from defects in materials, workmanship or fabrication. 6.b) Save as provided above and as permitted by law, the Software is provided "as is" without warranty of any kind, either expressed or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement of intellectual property rights. Without limitation to the foregoing Insmart shall not be liable for any loss or damage caused by the software even as a result of its negligence, except that to the extent such liability may not be excluded it is expressly limited at the option of Insmart to (a) refunding the licence fee paid (if any) by you for the Software, (b) the repair of any defects in the software or the cost of repairing such defects, or (c) replacement of the Software. 7. IN NO EVENT WILL INSMART BE LIABLE FOR INDIRECT CONSEQUENTIAL INCIDENTAL OR SPECIAL DAMAGE EVEN IF INSMART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8. This Agreement and any license granted hereunder to the Licensee may not be assigned sub-licensed or otherwise transferred by the Licensee to any third party without the prior written consent of Insmart. Insmart may assign or transfer its rights and obligations under this Agreement to Insmart's suppliers of the Software or to any other entity owned or controlled by Insmart. 9.a) The Agreement and the license granted hereunder may be terminated forthwith by Insmart by written notice to the Licensee in the event that the Licensee substantially breaches any of the provisions of this Agreement. 9.b) Upon termination of this Agreement Insmart reserves the right to take any legal action necessary to recover any outstanding debts payable to Insmart or any damages incurred by Insmart. 9.c) Upon termination of this Agreement and of the license granted hereunder the Licensee shall refrain from any further use of the Software and Insmart may require either the destruction of any copy of the Software in any form in the possession of the Licensee or the return of the same to Insmart. In any case the provisions of Clause 3 hereof shall survive the termination of this Agreement. 10. This Agreement and its performance shall be governed by the laws of the state of Western Australia, Australia. The Licensee agrees to consent and submit to the exclusive jurisdiction of the state and federal courts located in Perth, the state of Western Australia, Australia, in all questions and controversies arising out of the use of the Software and this Agreement. 11. Notwithstanding anything herein contained Insmart shall continue to be subject to any implied warranty provided by the Trade Practices Act 1974 (as amended) or any other legislation in force within the Commonwealth of Australia if and to the extent that the said Act or other legislation is applicable to this Agreement and prevents exclusion or modification of any such warranty.