SMARTFUEL PTY LTD LICENSE AGREEMENT

1.1       Application Software

The Application Software is defined as the latest published version of SmartFuel.

2.         General Terms and Conditions

2.1       License to Use

SmartFuel hereby grants to the customer a non-exclusive licence to use the Application Software on the computer or device in which it is installed.  This licence may not be transferred/sold or signed or otherwise dealt with by the customer.

2.2       License Fee

The Customer shall upon the agreement and payment towards services be bound to this agreement as per your invoice.

2.2       Proprietary Information

The Customer must exercise reasonable efforts to prevent the unauthorised use, reproduction, dissemination, or disclosure of the Application Software.

2.3       Usage

The Customer acknowledges that use of the Application Software is subject to the Customer having entered into a current Maintenance and Support Agreement with SmartFuel.

2.4       Alterations

SmartFuel Pty Ltd reserves the right, at any time, to alter the terms and conditions of this Licence Agreement by notice to the Customer.

3.         Copyrights, Trademark Notices and Logos

The Application Software, logos, product names, proprietary to SmartFuel are protected by Copyright and other law.  The Customer agrees not to remove or alter any such notices and product identification.

3.1      Uses not Permitted

The Customer may not use, copy, modify, distribute, translate, de-compile, reverse engineer, disassemble, or create derivative works based upon the Application Software or any portion of the Application Software or its associated documentation.

3.2      Software Enhancements and Modifications

The Customer acknowledges for itself and on behalf of its personnel authorised to access the Application Software that the entire right, title and interest in any programming concepts developed and any improvements or amendments undertaken to the design, structure and sequence of the software owned by SmartFuel.  The Customer undertakes not to make any modifications to the software other than as expressly permitted by the Copyright Act.

3.3      Application Software Updates

An Application Software Version Update replaces part or all of the Application Software previously licensed.  Use of the Version Update terminates the License Agreement to use the Application Software or that part of the Application Software or that part of the Application Software which the Version Update replaces.

3.4      Application Software Backups

The Customer may make backup copies of the machine-readable code of the Application Software.  The Customer acknowledges that such copies are the property of SmartFuel.  The Customer is responsible for the correct operation, performance, scheduling and safe storage or Application Software and Data backups.  The Customer is also responsible for verifying that the data is correctly recorded on the backup medium.

3.5      Limited Warranty

SmartFuel does not warrant that the Application Software and any related updates will be free of defects, that it will satisfy all of the Customer’s requirements, or that the use of the Application Software will be uninterrupted or error-free.  SmartFuel does not warrant that there are no discrepancies between the Application Software and the documentation, nor that errors cannot arise during the use of the Application Software.  SmartFuel gives no warranty to the Customer in relation to the Application Software licensed under this Agreement, except those warranties which cannot be specifically excluded under Australian Law.  To the extent that the warranties implied under the Australian Law apply to the licensing of the Application Software liability of SmartFuel for any loss arising as a result of the use of the Application Software, including any economic or consequential loss which may be sustained or incurred, shall be limited to, at SmartFuel’ option:

(a)        the Supply of the application software again or;

(b)        the amount of the licence fee paid or payable by the Customer for the grant of licensed to use the application software.

3.6      Limitation of Liability

In no event will SmartFuel or any other person involved in the creation, production, distribution or licencing of the Application Software be liable to the Customer on account of any claim for any damages, including lost profits, lost savings, or other special, incidental, consequential, or exemplary damages including but not limited to damages assessed against the Customer by any third party arising out of the use, inability to use, quality or performance of the Application Software, except as expressly provided in Clause 3.5 hereof.

4.         Termination of this Agreement

SmartFuel may terminate this Agreement immediately by notice in writing if the Customer breaches any provision of this Licence and such breach is not remedied within fourteen (14)  days of written notice by SmartFuel.  SmartFuel may, in addition to exercising a right to terminate this Agreement enter upon the Customer’s premises and repossess any copies of the Application Software in the possession, custody or control of the Customer, and pursue any additional or alternative remedies provided by law.  Upon termination of this Agreement, the Customer shall immediately return to SmartFuel, or dispose of, or destroy, the Application Software and all copies thereof in the Customer’s possession for control and, on request, furnish SmartFuel with written notification that the Application Software and all associated documentation have been returned to SmartFuel or otherwise disposed of.

5.         Law

The Agreement shall be governed by the Laws of the State of New South Wales.

6.         This Agreement

This Agreement supersedes all prior oral agreements, proposals or undertakings, and any other communication between SmartFuel and the Customer relating to the subject matter of this Agreement.