We grant You a non-exclusive, non-transferable, limited license to use the Software from Our Website for the Term specified in the Order.

You may only use the Software for the number of Users specified in the Order.

This license does not permit You to use the Software for the operation of a service bureau, software-as-a-service (SaaS) platform, hosting service, or any other similar commercial offering.

Neither this Agreement nor the Software may be sold, leased, assigned, sublicensed, or otherwise transferred by You, whether in whole or in part.

You may only use the Software for your own internal business purposes.

You are not permitted to modify, alter, adapt, or merge the Software with any other software without our prior written consent.

Reverse engineering, decompiling, disassembling, or attempting to discover the source code or any trade secrets within the Software is strictly prohibited.

You may not create derivative works or reproductions of the Software, nor remove or obscure any notices regarding our intellectual property rights.

The Software and Website must only be used for their intended purposes. If you become aware of any unauthorized use of the Software, you must notify us immediately.

You acknowledge that we may include technical controls in the Software to help enforce these terms.

You acknowledge and agree that we may audit the number of active users under your Software license at any time.

If the audit reveals that your usage exceeds the number of licensed users specified in your Order, you agree to promptly pay for the excess usage at our then-current rates.

To enable your access and use of the Software, you must provide us with certain information and data. You grant us a non-exclusive, transferable, perpetual, irrevocable, and fully paid-up license to use that information and data — including any generic or non-personal material — as long as it does not include your Confidential Information.

Our use of your information is governed by our Privacy Policy.

You also irrevocably consent to us and our agents, licensees, and assigns performing actions that may otherwise infringe your Moral Rights, including modifying your data, not crediting you as the author, and using the material in various ways. You confirm this consent is given voluntarily and without duress.

We reserve the right to use, adapt, translate, commercialise, or exploit the data you provide, and to allow our customers to do the same, without you asserting any claim of Moral Rights over that content.

You agree to pay the initial Subscription Fee as specified in your Order for the First Term. To continue using the Software beyond this period, you must pay the applicable Renewal Term Subscription Fee.

Your average number of guards, as set during the First Term Subscription, is subject to review. We may issue a pro-rata invoice if your usage exceeds the agreed amount.

We reserve the right to adjust our fees at any time to reflect updates to our standard pricing.

All fees are exclusive of taxes, levies, and duties imposed by applicable tax authorities. You are responsible for paying any such charges, including Australian Goods and Services Tax (GST), where applicable.

Both You and We agree not to disclose, copy, or reproduce each other’s Confidential Information, whether in whole or in part, directly or indirectly.

Confidential Information shall be used solely for the purpose of exercising rights under this Agreement or other rights explicitly contemplated herein.

The Software and the Website are provided "as is" without any warranties, whether express or implied.

We do not guarantee that the Software or Website will operate without interruption or be error-free, nor do we warrant the accuracy, completeness, reliability, or currency of any materials provided to You.

All warranties, including but not limited to implied warranties of accuracy, quiet enjoyment, non-infringement, merchantability, and fitness for a particular purpose, are expressly disclaimed.

You acknowledge that We own all Intellectual Property Rights in the Software, including any improvements, modifications, or enhancements, and that You acquire no ownership or interest in the Software.

We may use Our Intellectual Property Rights to further develop, improve, and promote the Software.

If a court of competent jurisdiction finds that We have infringed a third party’s copyright in a country where You are authorized to use the Software, We may, at Our expense:

• (a) Modify the Software to make it non-infringing;
• (b) Obtain a license for You to continue using the Software; or
• If (a) or (b) are not reasonably achievable, remove the infringing work and refund Your last payment for the First Term or Renewal Term Subscription Fee.

We are not liable for infringement arising from:

• (i) Your use of the Software contrary to the documentation or this Agreement;
• (ii) Unauthorized copying, modification, adaptation, or translation of the Software; or
• (iii) Use of the Software with unauthorized equipment, software, materials, or services.

You agree to indemnify Us for any losses, costs, or expenses arising from such unauthorized use.

This clause sets out Our exclusive liability regarding intellectual property infringement and supersedes all other remedies or obligations.

We disclaim all liability for any loss, damage (direct, indirect, or consequential), personal injury, or expense of any kind that You or any third party may suffer relating directly or indirectly to the Software or Your use of the Website.

We are not responsible for any loss or damage arising from Your use of the Software or Website, including but not limited to indirect, special, incidental, or consequential damages such as loss of profit, revenue, anticipated savings, chance, opportunity, or reputation.

This limitation applies even if We were advised of the possibility of such damages and regardless of any failure of essential purpose of any limited remedy.

Under the Australian Consumer Law (ACL) included in the Competition and Consumer Act 2010 (Cth), consumers have certain rights that cannot be excluded, including guarantees as to the fitness for purpose of goods or services.

Nothing in this Agreement will exclude, restrict, or modify any condition, warranty, guarantee, right, or remedy implied by law (including the ACL) which by law cannot be excluded, restricted, or modified. This Agreement is subject to those statutory provisions.

Subject to any consumer rights under the ACL and to the extent permitted by law, Our liability for any claim under those provisions is limited, at Our option, to either re-supplying the Software or services again, or paying the cost of having the services supplied again.

The Website may contain forums where You can post messages and content. If such features are provided, You agree that You are solely responsible and liable for Your use of these areas.

You agree not to post any message or content that is unlawful, libellous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, abusive, inflammatory, fraudulent, or otherwise objectionable, or that breaches privacy.

You further agree not to infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party, nor to impersonate any person or entity, or otherwise misrepresent Your affiliation with a person or entity.

You may not use the forums for unsolicited promotions, political campaigning, advertising, or solicitations.

We may remove any content that breaches this clause or Our Privacy Policy, or that We regard at Our sole discretion as objectionable, unsuitable, or inappropriate.

We are not responsible or liable for any content posted on the forums, and We do not screen messages before they are posted.

We may terminate this Agreement immediately by notice to You if You breach a provision of this Agreement and fail to remedy the breach within 14 days.

We may terminate this Agreement on 7 days’ written notice for any reason whatsoever.

Either party may terminate this Agreement if the other party becomes or threatens to become subject to any form of bankruptcy or insolvency administration.

Upon termination, You are no longer permitted to use the Software and must immediately cease to use it and delete or destroy all copies of the Software in Your possession.

Termination of this Agreement does not prejudice any rights or claims that either party may have accrued against the other up to the date of termination.

This Agreement and Your use of the Website are governed by the laws of Victoria.

You and We submit to the non-exclusive jurisdiction of the courts of Victoria and courts entitled to hear appeals from those courts.

This Agreement contains the entire agreement and understanding between You and Us about the Software, and all prior agreements and representations between You and Us are superseded by this Agreement.

You represent and warrant that the Software will not be downloaded or used in, or transported to, a country that is subject to an Australian government embargo, or has been designated by the Australian Government as a "terrorist-supporting" country.

You must not export or re-export, or permit exportation or re-exportation of the Software in violation of any export provisions of Australia or any other applicable law.

A. Relationship — This Agreement does not create any partnership, joint venture, or agency relationship between You and Us.

B. No Authority — Neither We nor You may enter into any agreements or incur any liabilities on behalf of the other party without prior written consent, nor represent to any person that it has such authority.

C. Publicity — You agree that We can use Your logo in presentations to prospective users and customers and on Our Website. You agree to consider issuing a joint press release with Us about Your use of the Software. All other publicity is subject to Your and Our prior written approval.

D. Waiver — No right under this Agreement is waived or deemed waived except by a written notice signed by the waiving party.

E. Assignment — We may assign Our rights under this Agreement without Your consent. You may not assign Your rights without Our consent.

F. Information Provided by You — We require You to provide information such as Your name, address, email address, credit card number, or other details when You place an Order with Us (Information). We may subsequently require further details to process any additional Orders. You agree to provide Us with current, complete, and accurate Information, and We agree not to sell or disclose Your Information to third parties without Your consent.