SOFTWARE LICENCE AGREEMENT - LIGHTNING PAYROLL
This Software Licence Agreement is made between you and Intellitron Pty Ltd ABN: 41 133 738 682 of Level 1, 
37 Brandl Street, Eight Mile Plains Qld 4113, Australia ("Licensor").

By clicking on the "the Licensee accepts the terms and conditions of this Software Licence Agreement" button 
you are indicating your agreement to be legally bound by the terms of this Software Licence Agreement.
The parties agree:

1    INTERPRETATION
    1.1    Definitions
        In this Agreement, unless the context otherwise requires:
        "Account" means your online account accessed and maintained by you through the Website.
        "Agreement" means this Software Licence Agreement and any Schedules.
        "Authorised Officer" means a director, secretary or manager.
        "Business Day" means a day that is not a Saturday or Sunday, or a day gazetted to be a holiday in Brisbane,
        Queensland.
        "Confidential Information" means all information provided by one party to the other in connection with this
        Agreement where such information is identified as confidential at the time of its disclosure or ought
        reasonably be considered confidential based on its content, nature or the manner of its disclosure, but
        excluding:
            (a) information that enters the public domain or is disclosed to a party by a third party, other than through a
                breach of this Agreement; and
            (b) information developed independently by a party.
        "Consequential Losses" has the meaning given to that term in clause 13.1(a).
        "Customer Data" means your electronic data that is uploaded by or for you or your agents, employees, or
        contractors, and processed in the Licensed Software and System.
        "Documentation" means any and all proprietary documentation made available to you by the Licensor for use
        with the Licensed Software, including any documentation available on the Website.
        "Expiry Date" means the last day of the Term or any Renewed Term.
        "Fees" means the fees expressed in Australian Dollars ($AU) stated in the invoice issued by the Licensor under
        this Agreement calculated as per the fees listed on the Website (which is subject to change at the Licensor's
        reasonable discretion).
        "Intellectual Property Rights" means all intellectual property rights, including all copyright, patents, trade
        marks, design rights, trade secrets, domain names, knowhow and other rights of a similar nature, whether
        registrable or not and whether registered or not, and any applications for registration or rights to make such
        an application.
        "Licensed Software" means the Lightning Payroll software owned by the Licensor and delivered to you by the
        Licensor pursuant to this Agreement including:
            (a) any updates and/or upgrades that from time to time may be made to the Licensed Software by the
            Licensor; and/or
            (b) the Documentation.
        "Licensor" means Intellitron Pty Ltd ABN 41 133 738 682 Level 1, 37 Brandl Street, Eight Mile Plains Qld 4113,
        Australia and includes legal personal representatives, successors and assigns.
        "Moral Rights" has the meaning given under the Copyright Act 1968 (Cth) and includes any similar rights
        existing in other countries.
        "Personal Information" has the meaning given to that term in the Privacy Act 2018 (Cth).
        "Purchase Date" means the day on which you clicked on the "the Licensee accepts the terms and conditions of
        this Software Licence Agreement" button.
                "Renewed Term" means the date calculated in accordance with clause 7.2.
        "Support Services" has the meaning given to that term in clause 5.3.
        "System" means any hosted environment or related website provided in connection with the Licensed
        Software.
        "Term" means the date calculated in accordance with clause 7.1 and any subsequent Renewed Term (as
        applicable).
        "Users" has the meaning given to that term in clause 2.3.
        "Website" means Lightning Payroll at www.lightningpayroll.com.au or such other internet website address as
        the Licensor notifies to you.
        "You, you or your" means the person listed as the Licensee and whose details are provided as Licensee in your
        Account.

    1.2 Interpretation of this Agreement
        The following rules apply unless the context expressly requires otherwise:
        (a)	headings are for convenience only and do not affect interpretation;
        (b)	the singular includes the plural and conversely;
        (c)	if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
        (d)	a reference to include, includes or including are to be construed without limitation;
        (e)	a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes
            any of them;
        (f)	a reference to a clause, schedule or annexure is reference to a clause of, or a schedule or annexure to,
            the Agreement, and a reference to a paragraph is to a paragraph of the same clause or schedule;
        (g)	a reference to dollars and $ is to Australian currency;
        (h)	all communications (including all documents) made for the purposes of this Agreement must be in
            English;
        (i)	where a party comprises two or more persons, each person will be jointly and severally bound by the
            party's obligations under the Agreement;
        (j)	all representations, warranties and indemnities are independent and continuing obligations and
            survive termination or discharge of the Agreement;
        (k)	anything to be done or due in relation to this Agreement on a day which is not a Business Day, shall be
            done or due on the next Business Day; and
        (l)	A reference to Licensed Software includes a reference to the System (as appropriate).

2    GRANT OF LICENCE
    2.1    	The Licensor grants you a non-exclusive, world-wide, non-transferable, revocable licence to use the
            Licensed Software and access the System during the Term, subject to and in accordance with the
            terms and conditions set out in this Agreement.
    2.2    	You may install and use the Licensed Software:
            (a)	on two computers (for the single or multi-company version of the Licensed Software); or
            (b) on a single network server accessed by multiple computers (for the single or multi-company
                version of the Licensed Software), for your own internal business purposes only.
    2.3	    You may allow only those employees and contractors of yours:
            (a)	who are performing work solely for the benefit of your operations; and
            (b)	who are solely performing activities related to the technical support and maintenance of the
                Licensed Software, to access and use the Licensed Software and the System (Users). Upon reasonable
                request by the Licensor, you will identify any such contractors to the Licensor by name and address.
    2.3	    The Licensor, in its absolute discretion, may permit you to use the Licensed Software in another
            manner other than as set out in clause 2.2 (for example, if you require the Licensed Software to be
            uninstalled and re-loaded onto a separate computer) provided that you:
            (a) are not in breach of this Agreement;
            (b) contact the Licensor to make appropriate arrangements for the proposed usage; and
            (c) pay to the Licensor any additional Fees that may be required.
    2.4     The licence referred to in clause 2.1 of this Agreement is active from the Purchase Date until the Expiry
            Date.
    2.5     You must not:
            (a) use the Licensed Software for any purpose or in any manner other than as set out this clause 2;
            (b) use the Licensed Software in any way that could damage the reputation of the Licensor or the
    goodwill or other rights associated with the Licensed Software;
            (c) permit any third party to use or access the Licensed Software other than as set out in clauses
                2.2, 2.3 and 2.4;
            (d) permit any person to link to any page containing any part of the Licensed Software (including via
                a hyperlink or RSS feed) without the Licensor's written consent;
            (e) except as expressly permitted by this Agreement, and except to the extent that applicable laws,
                including the Copyright Act 1968 (Cth), preventing the Licensor restraining you from doing so:
                (i) reproduce, make error corrections to or otherwise modify or adapt the Licensed
                    Software or create any derivative works based upon the Software; or
                (ii) de-compile, disassemble or otherwise reverse engineer the Licensed Software or permit
                     any third party to do so; or
            (f) modify or remove any copyright or proprietary notices on the Licensed Software.
    2.6	You will:
            (a) verify the accuracy of your Customer Data input and any data output while using the Licensed
                Software;
            (b) duplicate, document and protect all Customer Data and software you use with the Licensed
                Software;
            (c) inform all Users of the relevant terms of this Agreement and be responsible for their
                adherence to such terms;
            (d) keep records of where any licensed Software is installed and used; and
            (e) keep records of the extent of usage of the Licensed Software and provide a copy of such
                records to the Licensor upon request.
    2.7	You are responsible for:
            (a) the integrity of your Customer Data;
            (b) backing up your Customer Data, and
            (c) mitigating the risks inherent in storing or transmitting your Customer Data via the System,
                including the risk of data loss.

3    COPIES
    3.1    	Subject to clause 2, you may make copies of the Licensed Software in executable code form as
            necessary for use by you and for archive purposes.
    3.2   	If copies are made of the Licensed Software (in whole or part) in accordance with clause 3.1, you
            must:
            (a) maintain records of the location and use of each copy, in whole or in part of the Licensed
                Software; and
            (b) reproduce and apply any copyright notice and proprietary notice of the Licensor to all copies (in
                whole or in part).

4    DELIVERY AND INSTALLATION
    4.1    	The Licensor shall deliver the Licensed Software and the Documentation to you on the Purchase Date
            after receipt of the Fees.
    4.2    	The delivery will occur by allowing you to download the Licensed Software from the Website.
    4.3    	You must ensure that the computer equipment on which the Licensed Software is to be installed is in
            good, up-to-date working order and complies with any minimum operating specifications specified on
            the Website (which is subject to change at the Licensor's reasonable discretion) at all times during the
            Term.

5    MAINTENANCE AND SUPPORT
    5.1    	During the Term, the Licensor will use reasonable efforts, either by telephone or electronically, to
            help you solve specific problems with the Licensed Software, or your usage of the Licensed Software,
            as documented on the Website (which is subject to change at the Licensor's reasonable discretion)
            (Support Services). It may not be possible for the Licensor to solve all problems or correct all errors in
            the Licensed Software.
    5.2 	The Support Services also includes access to all new releases, updates, bug-fixes, security patches and
            other corrective code that the Licensor makes generally available. You agree to use best endeavours
            to install such content for the Licensed Software. If you choose not to install the current release of the
            Licensed Software or instruct the Licensor not  to install the current release of the Licensed Software
            on your computer equipment and systems, the level of Support Services will diminish over time.
            During ongoing development, the Licensor may add, change or delete individual components or
            functionality in new releases of the Licensed Software in its absolute discretion.
    5.3	    You acknowledge that it is necessary for the Licensor to obtain information from you to be able to
            provide the Support Services in accordance with this clause 5. When requesting Support Services, you
            will notify the Licensor of any modifications to the Software not made by the Licensor. Failure to
            comply with these terms may result in longer response and resolution times.

6    SECURITY
    6.1    	You acknowledge that no data transmission over the internet can be guaranteed as totally secure.
            While the Licensor will attempt to protect such information, the Licensor does not warrant and
            cannot ensure the security of any information which you transmit to the Licensor.  Accordingly, any
            information which you transmit to the Licensor is transmitted at your own risk.
    6.2 	During the Term, the Licensor will maintain a security program that includes policies, procedures and
            controls aligned to ISO27001, or a substantially equivalent standard, that includes industry-standard
            practices designed to protect Customer Data from accidental or unlawful destruction, loss, alteration,
            unauthorized disclosure, or access as describe.
    6.3    	You are solely responsible for the security of all user names and passwords used by you and your
            Users to access the Website and conduct any transaction available via the Website and/or to use the
            Licensed Software.  The Licensor will not be responsible for any unauthorised access to the Website or
            misuse of the Licensed Software due to the disclosure by you or misuse of any user names or
            passwords.
    6.4    	You must notify the Licensor of any changes in user name or password or any suspected or actual
            unauthorised access to a user name or password.
    6.5    	You must not compromise the Licensor's security environment or service availability for example by
            (but not limited to) hacking, denial or service attacks.

7    TERM
    7.1    	This Agreement begins on the Purchase Date and continues for one year unless terminated earlier in
            accordance with clause 16 or extended pursuant to clause 7.2.
    7.2    	This Agreement will renew for one additional year at the end of each current Term when you:
            (a) do not notify of your intention to cancel the auto-renewal at least 30 days prior to the current
                Expiry Date through your Account; or
            (b) notify your intention to auto-renew or renew this Agreement through your Account.
    7.3    	For each Renewed Term, the Licensor will determine, in its absolute discretion, the Fee for that
            Renewed Term which may be calculated using the prices on the Website (which is subject to change
            at the Licensor's reasonable discretion).
    7.4	    You are not entitled to a refund of the Fees for the then current Term if you discontinue your use of
            the Licensed Software prior to the expiration of the then current Term.

8    INTELLECTUAL PROPERTY RIGHTS
    8.1    	Nothing in this Agreement constitutes a transfer of any Intellectual Property Rights. The Licensors
            retain title to the Licensed Software, any Documentation, source code and all techniques, skills,
            concepts or know-how the Licensor utilises or develops while performing the Agreement.
    8.2	    The original and any copies of the Licensed Software, made by you under clause 3, including
            translations, compilations, partial copies, modifications, and updates are the property of the Licensor.
    8.3    	You must not directly or indirectly do anything that would or might invalidate or put in dispute the
            Licensor's title in the Licensed Software or any of the Licensor's registered or unregistered trade
            marks.
    8.5    	You must comply with the Licensor's reasonable usage guidelines and directions with respect to the
            Licensed Software as notified to you from time to time. You will not, nor allow any third party within
            your control, access source code or attempt to reverse engineer, reverse assemble or decompile the
            Licensed Software.
    8.6    	If any person makes any claim alleging that any of the Licensed Software (or use of the Licensed
            Software) infringes any Intellectual Property Rights or Moral Rights of any person, you must:
            (a) promptly notify the Licensor in writing;
            (b) not make any admissions or take any action in relation to the claim without the Licensor's
                written consent;
            (c) permit the Licensor control over any and all investigations, negotiations, settlement and
                dispute resolution proceedings relating to the claim; and
            (d) cooperate with, assist and act at all times in accordance with the reasonable instructions of the
                Licensor, in relation to the claim and any consequent investigations, negotiations, settlement
                and dispute resolution proceedings.

9    PAYMENT
    9.1	    The Licensor will invoice you for the Fee for the first year from the Purchase Date. The Licensor will
            invoice you for any renewal Fees annually in advance of each Renewal Term.
    9.2	    You must pay the Fees 30 days from the date of the invoice.
    9.3	    The Licensor may, at its option elect to accept your credit card for payment of the Fees and any
            amounts due by you under the Agreement. If the Licensor accepts your credit card all Fees and other
            charges due by you under this Agreement will be debited to the credit card number in your Account.
            Should your credit card number expire or the Licensor otherwise be unable to debit valid charges to
            your credit card number, The Licensor may immediately and without notice withdraw your access to
            the System and clause 9.4 applies. The Licensor may take commercially reasonable actions to validate
            a subscriber's credit card.
    9.4	    The Licensor reserves the right to charge interest on overdue amounts at an annual rate of five (5) per
            cent over the Reserve Bank of Australia base rate ruling on the date payment is due.
    9.5	    Refunds are not available unless specially stated in this Agreement.
    9.6	    The Licensor may designate a related body corporate or a third party to invoice and/or collect
            payments on its behalf.
    9.7	    You must contact the Licensor to change any factor impacting the Fees or applicable usage rights.
            These changes may result in additional Fees calculated and invoiced based on the date of the change

10    GST
    10.1	If GST is payable on any supply made under this Agreement, the recipient of the supply must pay an
            amount equal to the GST payable on the supply. That amount must be paid at the same time that the
            consideration is to be provided under this Agreement and must be paid in addition to the
            consideration expressed elsewhere in this Agreement, unless it is expressed to be inclusive of GST.
            The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.
    10.2	The terms "consideration", "GST", "recipient", "supplier", "supply", and "tax invoice" each has the
            meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

11    AUDIT
    11.1    You must permit the Licensor (or its nominated auditor) to audit the records and premises of you or
            your business at any time during the Term and for 3 years following the Expiry Date, for the purpose
            of confirming your compliance with this Agreement (Audit).
    11.2    You will give the Licensor (or its nominator auditor) reasonable assistance in conducting the Audit.
    11.3    If the Audit reveals underpaid or unpaid Fees due to the Licensor, you will be invoiced for them based
            on the Licensor's then current price list.  You will also be invoiced for the cost of the Audit.

12    WARRANTIES
    12.1    Each party warrants to the other that it has the right and ability to enter into this Agreement and that
            this Agreement will be legally binding on it.
    12.2    You accept that you must take your own precautions to ensure that the process which you employ for
            accessing the Website and receiving the Licensed Software does not expose you to the risk of viruses,
            malicious computer code or other forms of interference which may damage your computer
            equipment or systems.
    12.3    To remove any doubt, the Licensor does not accept responsibility for any interference or damage to
            your computer system which arises in connection with your use of the Website, any linked website,
            System or the Licensed Software.
    12.4    The Licensed Software is provided to you on an "as is" basis.
    12.5    The Licensor does not warrant or represent that:
            (a) the functions contained in the Licensed Software will meet your requirements;
            (b) the operation of the Licensed Software will be uninterrupted or error free;
            (c) the use or other operation of the Licensed Software or the result of such operation in terms of
                correctness, accuracy, reliability or otherwise; or
            (d) connections to its online activation server as this may be dependant upon third party networks
                and security measures over which the Licensor has no control; or
            (e) your use of the Licensed Software alone will result in your compliance with any applicable laws
                including any tax legislation.
    12.6    The Licensor warrants that for a period of 30 days from the Purchase Date the:
            (a) physical media on which the Licensed Software is supplied will be free from defects and
                workmanship; and
            (b) Licensed Software when used in accordance with the Documentation will substantially provide
                the functions and facilities and will perform substantially as described in the Documentation
                and on the Website (which is subject to change at the Licensor's reasonable discretion).
    12.7    If you notify the Licensor within the period specified in clause 12.6 that the Licensed Software does
            not meet the warranties provided, the Licensor will attempt to replicate and verify such non-
            conformance and:
            (a) may issue a fix, patch or update to correct the non-conformance; or
            (b) allow you to return the Licensed Software to the Licensor in good condition and refund the Fees
                paid to it under the Agreement.
    12.8 	Except for the warranties expressly stated in this clause 12, to the maximum extent allowed by Law,
            the Licensor disclaims all warranties of any kind (express, implied, statutory, or otherwise, oral or
            written, including warranties of merchantability, accuracy, title, non-infringement, or fitness for a
            particular purpose, and any warranties arising from usage of trade, course of dealing, or course of
            performance).

13    LIABILITY
    13.1    To the full extent permitted by law, the Licensor excludes all:
            (a) liability in respect of for lost profits or revenue or loss of data, interruption of business or for
                any consequential or incidental damages , punitive, cover, special, reliance or exemplary
                damages, or indirect damages of any type or kind however caused, whether from breach of
                warranty, breach or repudiation of contract, negligence, or any other legal cause of action from
                or in connection with this agreement (and whether or not the party has been advised of the
                possibility of such damages) (Consequential Losses); and
            (b) representations, warranties or terms (whether express or implied) other than those expressly
                set out in this Agreement.
    13.2	Neither the Licensor nor any of the Licensor's third-party licensors are liable for any third-party claim
            against you. The Licensor's third-party licensors are not liable for any direct damages
    13.3 	The Licensor's total aggregate liability for all claims arising from or relating to this Agreement is
            limited in the aggregate to the Fees you have paid under this Agreement for the Software in the
            twelve (12) months prior to the claim.
    13.4    Either party's liability for any claim relating to this Agreement will be reduced to the extent to which
            the other party contributed to the damage arising from the claim.
    13.5    This Agreement is to be read subject to any legislation which prohibits or restricts the exclusion,
            restriction or modification of any implied warranties, conditions or obligations. If such legislation
            applies, to the extent possible, the Licensor limits its liability in respect of any claim to, at the
            Licensor's option:
    (a)     in the case of Licensed Software:
                (i)     the replacement of the Licensed Software or the supply of software with equivalent
                        functionality; and
                (ii)    the repair of the Licensed Software,
                        and
    (b)    in the case of any services:
                (i)     the supply of the services again; or
                (ii)    the payment of the cost of having the services supplied again.

14    INDEMNITY
    You agree to indemnify the Licensor in respect of any liability incurred by the Licensor for any loss, cost,
    damage or expense howsoever caused, or suffered by the Licensor as a result of your breach of this
    Agreement.

15    FORCE MAJEURE
    The Licensor will not be liable to you or any other party claiming through you in respect of anything which,
    apart from this provision, may constitute a breach of this Agreement arising by reason of Force Majeure,
    namely, circumstances beyond the control of the Licensor which prevent or limit the Licensor's ability to
    perform its obligations under this Agreement.

16    TERMINATION
    16.1    A party may terminate this Agreement by written notice to the other if any of the following events
            has occurred in respect of the other party:
            (a) a material breach of this Agreement which is not remediable or if capable of remedy, where
                the other party fails to remedy within 14 days of written notice; or
            (b) an insolvency event occurs, other than an internal reconstruction with notice to the other
                party.
    16.2 	The Licensor may terminate this Agreement immediately if you violate the Licensor's Intellectual
            Property Rights.

17    CONSEQUENCES OF TERMINATION
    17.1    If this Agreement is terminated or expires for any reason, then, in addition and without     prejudice to
            any other rights or remedies available you will stop using the Licensed Software and delete any copies
            of the Licensed Software or destroy any media or Documentation provided by the Licensor.
    17.2    After the Expiry Date:
            (a)	you will be prevented from using the processing functions of the Licensed Software;
            (b) you will not be provided with Support Services under clause 5; and
            (c) you may upon written request by to the Licensor, within 30 days after the Expiry Date, request
                the Licensor provide you with any Customer Data in the Licensed Software. The Licensor upon
                receiving such request will provide to you your Customer Data in the Licensor's standard
                database export format at no additional charge. After the 30 day period, the Licensor shall
                have no obligation to maintain or provide any Customer Data and will, unless legally
                prohibited, delete all Customer Data in its systems or otherwise in its possession or under its
                control.

18    CONFIDENTIALITY
    18.1    A party must not, without the prior written consent of the other, use or disclose the other party's
            Confidential Information unless expressly permitted by this Agreement or required to do so by law or
            any regulatory authority.
    18.2    A party may:
            (a) use the Confidential Information of the other party solely for the purposes of complying with its
                obligations and exercising its rights under this Agreement; and
            (b) disclose the Confidential Information to its personnel or advisers to the extent necessary for
                them to know the information for purposes related to this Agreement, but only if reasonable
                steps are taken to ensure that the confidentiality of the information is retained.
    18.3   	Each party must implement and maintain effective security measures to prevent unauthorised use
            and disclosure of the other party's Confidential Information whilst it is in the receiving party's
            possession or control.
    18.4  	Each party must return, or at the other party's option destroy, all Confidential Information of the
            disclosing party in the receiving party's possession or control, on the earlier of the Licensor's request
            or on expiration or termination of this Agreement for any reason.
    18.5 	Notwithstanding anything else in this Agreement, the Licensor may also report the terms of the
            Agreement to its third-party licensors and partners solely as required by agreements between the
            Licensor and its third-party licensors and partners.
    18.6	Any information you store within the Licensed Software will be Confidential Information.  The
            Licensor will only access this information with your knowledge and consent for the purposes of
            providing maintenance and support services under clause 5 of this Agreement.

19     PRIVACY
    Any Personal Information transmitted by you to the Licensor will be managed by the Licensor in accordance
    with its Privacy Policy available on the Website (which is subject to change at the Licensor's reasonable
    discretion).

20    NOTICES
    20.1    A notice (and other documents) will be deemed to have been given and received:
    20.1	if addressed or delivered to the relevant address in clause 20.3 in writing; and
    20.2	on the earliest date of:
        (a)	hand delivery - date of actual receipt;
        (b)	posting - 5 Business Days after posting; or
        (c)	email - the time that the notice enters an information system which is under the control of the
            recipient but if the result is that a notice would be taken to be given or made on a day that is not a Business
            Day in the place to which the notice is sent or is later than 4pm (Brisbane time) it will be conclusively
            taken to have been duly given or made at the start of business on the next Business Day in that place.
    20.3   Addresses for service of Notices are as follows:
        Licensor
        Intellitron Pty Ltd
        Address: Level 1, 37 Brandl Street, Eight Mile Plains Qld 4113, Australia
        Email: Support@lighteningpayroll.com.au
        You
        As per the details for the Contact Person in your Account

21    GOVERNING LAW AND JURISDICTION
    This Agreement is to be governed and determined in accordance with the law of the State of Queensland and
    the parties submit to the jurisdiction of the Courts of that State with respect to any proceedings which may be
    brought at any time relating to this Agreement.

22    ENTIRE AGREEMENT
    Except to the extent set out in this Agreement is the parties' complete statement relating to its subject matter.
    The Licensor rejects any additional or conflicting terms on purchase orders or other purchasing documents.

23    VARIATION
    A provision of or a right created by this Agreement may not be varied except in writing signed by the party or
    parties to be bound.

24    EXERCISE OF RIGHTS
    24.1	A party may exercise a right under this Agreement at its discretion, and separately or concurrently
            with another right.
    24.2    A single or partial exercise of a right by the party does not prevent a further exercise of that or any
            other right.
    24.3   	Failure by the party to exercise, or delay in exercising a right does not prevent its exercise.

25    PRESERVATION OF ACCRUED RIGHTS
    The expiration, termination or determination of this Agreement:
    25.1    will not affect the provisions expressed or implied to operate or have effect after expiration,
            termination or determination; and
    25.2    will be without prejudice to any right of action already accrued to a party in respect of a breach of this
            Agreement by another party.

26    INVALIDITY
    If any term, clause or provision of this Agreement is invalid for any reason, that invalidity will not affect the
    validity or operation of any other term, clause or provision of this Agreement except to the extent necessary to
    give effect to that invalidity.

27    JOINT AND SEVERAL LIABILITY
    If an obligation is to be performed by a person for or with another person, each person will be both jointly
    liable with the other person and severally liable on its own account to perform the obligation.  A release given
    to the other person shall not release the other from any obligation.  The granting of time or any other
    indulgence to another person will not release the person from its obligations under this Agreement.

28    ACT OR OMISSION
    28.1	In this Agreement, reference to act or omission by a party includes:
        (a)	if a party comprises more than one person, an act or omission by any one or more of those
            persons;
        (b)	permitting or allowing by the party of an act or omission; and
        (c)	an act or omission of an employee (whether or not acting within the scope of his
            employment), agent, contractor or invitee of the party.

29    ASSIGNABILITY AND SUCCESSORS
    This Agreement is personal to you and you may not assign, novate or otherwise transfer any of your rights or
    obligations under this Agreement without the Licensor's prior written consent. However, the Licensor may
    assign or novate this Agreement to any related body corporate or in connection with a merger, acquisition or
    asset sale.

30    NO PARTNERSHIP OR AGENCY
    This Agreement does not create any partnership, joint venture or agency relationship between the parties.

31    DUTY AND COSTS
    All duty and registration fees payable on this Agreement and on any instruments of transfer, agreements or
    other documents referred to in or contemplated by this Agreement must be paid by you.  You must indemnify
    and keep indemnified all other parties to this Agreement with respect to those costs and any consequential
    costs.

32    FURTHER ACTS
    If requested by another party, each party must promptly do everything reasonably necessary (including the
    execution of documents) to give effect to this Agreement.

33    AUTHORITY
    Every person entering this Agreement as an Authorised officer, attorney, agent, trustee or in any other
    representative capacity warrants they have unrestricted authority to enter into this Agreement.

34    SUBCONTRACTING
    The Licensor may subcontract its performance under the Agreement.
