EULA-PBSAPOS

END-USER LICENSE AGREEMENT FOR “PBSA POS”
IMPORTANT PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE
CONTINUING WITH THIS PROGRAM INSTALL:
This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and
PBSA Pty Ltd ACN 605 304 014 (herein referred to as “PBSA”) for the PBSA software product(s) identified above which may
include associated software components, media, printed materials, and “online” or electronic documentation (“SOFTWARE
PRODUCT”). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of
this EULA. This license agreement represents the entire agreement concerning the program between you and PBSA, and it
supersedes any prior proposal, representation, or understanding between the parties. If you do not agree to the terms of
this EULA, do not install or use the SOFTWARE PRODUCT.
The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual
property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.
1. GRANT OF LICENSE
The Licence is perpetual unless otherwise agreed to be either monthly or annual in a separate agreement. Monthly or
annual licenses expire at the end of each month or annually but are renewed on payment of the monthly or annual licence
fee.
PBSA grants you a personal, non-exclusive, non-transferable, limited license to use the SOFTWARE PRODUCT with your
business as follows:
(a) Installation and Use
PBSA grants you the right to install and use copies of the SOFTWARE PRODUCT on your computer running a validly licensed
copy of the operating system for which the SOFTWARE PRODUCT was designed, Windows 7, Windows 8, Windows 8.1,
Windows 10, Windows Server 2012 or greater. You may install the SOFTWARE PRODUCT on one computer per licence
purchased.
(b) License Swapping
In the event that the SOFTWARE PRODUCT needs to be installed on a different computer, the SOFTWARE PRODUCT must
be removed from the original computer. The SOFTWARE PRODUCT may provide functionality to enable registered
computers linked to an individual license to be swapped to another computer and communicate this swap to PBSA. The
number of times licenses can be swapped to different computers is limited each 30 days and when that limit is reached,
PBSA will need to be contacted during business hours to assess if a swap can be authorised.
(c) Backup Copies
You may also make copies of the SOFTWARE PRODUCT as may be necessary for backup and archival purposes only.
(d) License number downgrade
You may reduce the number of licenses by contacting PBSA in writing, in which PBSA will then update the license count. A
reduction in the license count does not trigger a refund of any kind, however it may reduce any future annual
maintenance/updates fees. In the future if you wish in increase the license count back up then you may need to purchase
an additional license(s).
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
(a) Maintenance of Copyright Notices
You must not remove or alter any copyright notices on any copy of the SOFTWARE PRODUCT.
(b) Distribution
You may not distribute any copies of the SOFTWARE PRODUCT to third parties or enable others to use your license
username and passwords. You may not sell, market, network, transfer, lease, license or sub-license
(c) Prohibition on Reverse Engineering, Decompilation, and Disassembly
The SOFTWARE PRODUCT contains the trade secrets of PBSA and third parties. You may not decompile, reverse engineer,
disassemble, or otherwise reduce the SOFTWARE PRODUCT to human-perceivable form or disclose such trade secrets, or
disable any functionality which limits the use of the SOFTWARE PRODUCT, except and only to the extent that such activity
is expressly permitted by applicable law.
(d) Rental
You may not rent, sub-license, lease, or lend the SOFTWARE PRODUCT or any user documentation.
(e) Feedback
PBSA may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its products and
services (“Feedback”). You agree that PBSA may, in its sole discretion, use the Feedback you provide to PBSA in any way,
including in future modifications of SOFTWARE PRODUCT, multimedia works and/or advertising and promotional materials
relating thereto. You hereby grant PBSA a perpetual, worldwide, fully transferable, non-revocable, royalty free license to
use, modify, create derivative works from, distribute and display any information you provide to PBSA in the Feedback.
(e) Maintenance/Updates
PBSA may provide you with software updates and upgrades related to the SOFTWARE PRODUCT (“Maintenance/Updates”)
either of our own volition or as a response to any request by you. Any supplemental software code or updates provided to
you as part of the Maintenance/Updates shall be considered part of the SOFTWARE PRODUCT and subject to the terms and
conditions of this EULA. Upon any update being installed, all rights in respect of any prior version of the SOFTWARE
PRODUCT will lapse and no further use of these will be permitted. From time to time, features in the SOFTWARE PRODUCT
may be added, changed, or remove altogether.
(f) Compliance with Applicable Laws
You must comply with all applicable laws regarding use of the SOFTWARE PRODUCT.
3. SOFTWARE PRODUCT ACTIVATION AND VERIFICATION
(a) License Credentials
Each copy of the SOFTWARE PRODUCT is provided with a unique Username and Password. You should keep these details
safe.
(b)Initial registration and verifying license
This SOFTWARE PRODUCT may contain technology that protects PBSA against illegal copying. As a consequence, you may
be required to:
(i) register your details with PBSA including your name and contact details.
(ii) provide automatically by the SOFTWARE PRODUCT on installation/first use of the SOFTWARE PRODUCT uniquely
identifiable details of the hardware and software that the SOFTWARE PRODUCT is installed on, to PBSA. These
details will be stored in a database for licensing purposes.
(ii) have the SOFTWARE PRODUCT reactivated periodically thereafter by verifying your license details and provide
automatically uniquely identifiable details of the hardware and software on which the SOFTWARE PRODUCT is
installed, to confirm you are using the SOFTWARE PRODUCT in accordance with these License terms
(iii) have the SOFTWARE PRODUCT reactivated by PBSA if you wish to reinstall the software
(iv) provide to PBSA the details of your Username and Password as part of the reactivation process.
(c) Manner of verification
You must verify your license details in the manner required by PBSA from time to time (which may include email or
registration via the internet). The SOFTWARE PRODUCT may prompt you as to the required manner of verification or do
this automatically.
(d) Consequences of non-renewal and failure to verify details
This SOFTWARE PRODUCT is provided to you on the understanding and acknowledgment that it may contain technology
which deactivates and disables the SOFTWARE PRODUCT if the licence is not renewed (for monthly or annual licences) or
you have not verified your license details when periodically prompted to do so by PBSA or by the SOFTWARE PRODUCT. If
the SOFTWARE PRODUCT is not reactivated within the required period, the SOFTWARE PRODUCT may continue to operate
but with impaired functionality or you may not be able to access the SOFTWARE PRODUCT at all (including printing out or
viewing any of your data or records).
(f) Statutory declaration
In certain circumstances, before permitting a reactivation, PBSA may require you to provide it with a Statutory Declaration
stating the reasons for reactivation in a form required by PBSA.
4. TRANSFERS
You may permanently transfer the SOFTWARE PRODUCT (together with any backup copies you have made), provided that
you
(a) are not in default of any of your obligations under this Agreement;
(b) obtain the prior written consent of PBSA;
(c) execute and procure that the transferee execute a document in a form acceptable to PBSA whereby the transferee
agrees to be bound by the terms of this agreement;
(d) destroy any copies of the SOFTWARE PRODUCT which remain in your possession after the transfer.
5. TERMINATION
Without prejudice to any other rights, PBSA may terminate with immediate effect this EULA if in PBSA’s opinion you fail to
comply with the terms and conditions of this EULA or any associated fee agreement including but not limited to by failing to
pay any money due to PBSA or if you suspend, or threaten to suspend payment of your debts or you are unable to pay your
debts as they fall due or if you Commit any act of bankruptcy or are placed in liquidation or under administration or
receivership. In such event or if this agreement ends in any other way, you must at your own cost, immediately cease using
the SOFTWARE PRODUCT and destroy all copies of the SOFTWARE PRODUCT in your possession including all backup copies
and provide PBSA with written certification that you have destroyed any copies of the SOFTWARE.
6. CHANGES TO THIS AGREEMENT
PBSA shall have the right to change or add to the terms of this agreement at any time, and to change, delete, discontinue
or impose conditions on any feature or aspect of the SOFTWARE PRODUCT (including but not limited to internet-based
services, pricing, technical support options, and other product-related policies) without notice. PBSA reserves the right to
discontinue all support for the SOFTWARE PRODUCT, and/or for any features, services or content accessible through the
SOFTWARE PRODUCT. From time to time, PBSA may change the terms and conditions of this Agreement and at such time
PBSA will notify you of any such change.
7. COPYRIGHT
PBSA has been granted a perpetual licence to use and exploit, but does not itself own, the intellectual property rights in the
SOFTWARE PRODUCT. PBSA warrants that it is entitled to grant you the right to install and use copies of the SOFTWARE
PRODUCT in accordance with this EULA. However, nothing in this EULA should be construed as granting you any title or
right of ownership in the SOFTWARE PRODUCT, which remains the property of the respective content owner and may be
protected by applicable copyright or other intellectual property laws and treaties. All rights not expressly granted to you are
reserved by PBSA.
8. YOUR DATA
(a). Ownership of Data:
Title to, and all Intellectual Property Rights in, the Data You created in SOFTWARE PRODUCT remain Your property.
However, Your access to the Data is contingent on full payment of the monthly or annual license fees when due unless you
have a perpetual license for which you have paid in full and the SOFWARE PRODUCT is being verified. You grant PBSA a
licence to use, copy, transmit, store, and back-up Your information and Data. For the avoidance of doubt, this licence is
without limitation to PBSA’s right to create anonymised data compilations or similar works.
(b) Backup of Data:
You must maintain copies of all Data inputted into the SOFTWARE PRODUCT. PBSA expressly excludes liability for any loss
of Data no matter how caused.
(c) Accuracy of Data:
You agree and acknowledge that you are responsible for ensuring the accuracy of data inputted into the SOFTWARE
PRODUCT by you or by any person on your behalf. PBSA is under no obligation to ensure that your data in the SOFTWARE
PRODUCT is an accurate representation of your actual business data.
9. NO WARRANTIES
Other than any Consumer Guarantee set out in the Australian Consumer Law as defined in clause 10 below, PBSA expressly
disclaims any warranty for the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is provided ‘AS IS AND WITH ALL FAULTS,’
and without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, no
infringement, or fitness of a particular purpose. PBSA does not warrant the SOFTWARE PRODUCT will be error-free, secure,
reliable, or that any errors in the SOFTWARE PRODUCT will be corrected. PBSA does not warrant or assume responsibility
for the accuracy or completeness of any information, text, graphics, links or other items contained within the SOFTWARE
PRODUCT. It is your sole responsibility to ensure that your use of the SOFTWARE PRODUCT complies with any laws or
regulations applicable to you and your business, and allows you to meet any legal obligations you might have. Such laws
might include requirements regarding the retention or storage location of accounting, taxation and/or transaction records.
We make no representation or warranty regarding your ability to comply with laws applicable to you when you use the
SOFTWARE PRODUCT. PBSA makes no warranties respecting any harm that may be caused by the transmission of a
computer virus, worm, time bomb, logic bomb, or other such computer program. PBSA further expressly disclaims any
warranty or representation to Authorized Users or to any third party.
10 LIMITATION OF LIABILITY
10.1. This clause does not exclude or limit the application of any “Consumer Guarantees” (being mandatory conditions
and guarantees implied by the Australian Consumer Law (as defined by the Competition and Consumer Act 2010 (Cth)) and
corresponding legislation in other jurisdictions) or other guarantees where to do so would contravene the law of the
relevant jurisdiction or cause any part of this clause to be void.
10.2 PBSA excludes all terms, conditions and warranties implied by custom, the general law or statute except any
Consumer Guarantees
10.3 PBSA’s liability to you for breach of any Consumer Guarantee (other than a guarantee as to title implied by the
Australian Consumer Law or equivalent in another jurisdiction) is limited, at PBSA’s option, to replacing the SOFTWARE
PRODUCT, paying the cost of replacing the SOFTWARE PRODUCT or refunding the license fee.
10.4 Subject to the above, PBSA excludes all liability for any indirect or consequential loss or damage (including but not
limited to lost revenue, lost profits, loss in relation to any taxes levied or loss of data ) incurred or suffered by you arising
directly or indirectly out of the supply, delay in supplying or failure to supply the SOFTWARE PRODUCT, use of the
SOFTWARE PRODUCT, any errors in the SOFTWARE PRODUCT, infringement of intellectual property rights in the
SOFTWARE PRODUCT, this Agreement or termination of this Agreement.
11. GOVERNING LAW
This Agreement is to be governed by and interpreted in accordance with the law of the state of Victoria, Australia. Victoria is
the appropriate jurisdiction and forum for any dispute concerning this Agreement.
12. HARDWARE AND NETWORKS
PBSA supplies the SOFTWARE PRODUCT and recommended specifications for the computers on which the SOFTWARE
PRODUCT should be installed, (See https://www.pbsapos.com.au/resources/specification.pdf for details). Beyond this,
PBSA gives no guarantee in relation to the suitability or reliability of your computer hardware to run the SOFTWARE
PRODUCT. In addition PBSA does not provide any guarantee in relation to your network devices, the usage of remote
desktop, terminal services, VPN, routers, switches, internet connections, network security, anti-virus software, email servers,
web or virtual servers or any data servers, or any other hardware, operating system or non SOFTWARE PRODUCT issue. It
is your responsibility to resolve any of these issues. In the event that PBSA does supply hardware the warranty for this
hardware resides with the manufacturer or their Australian representative. If you have purchased an additional Warranty
with your hardware then you need to resolve any issue with this hardware through the Warranty Provider.
13. ASSIGNMENT
You must not assign or attempt to assign this Agreement or any right under this Agreement without the prior written
approval of PBSA.
14. PRIOR SOFTWARE
This clause applies if you have an existing licence agreement (“Prior Agreement”) with Consolidated Management Group Pty
Ltd ACN 096 767 243 (“Prior Licensor”) or if the Prior Licensor has previously supplied to you or granted you the rights to
use any software or other intellectual property (“Prior Software”). In consideration of the Prior Licensor agreeing to pay you
ten dollars (if demanded in writing by you with 30 days of accepting this agreement), you agree to:
(a) release the Prior Licensor from any liability whatsoever under the Prior Agreement or relating to or arising from your use
of the Prior Software;
(b) indemnify and keep indemnified the Prior Licensor against any direct or indirect loss or liability whatsoever (including
any legal fees and expenses) arising from or in connection with the use of the Prior Software by you or by anyone else who
has obtained the Prior Software directly or indirectly from you; and
(c) delete and cease using, and ensure that any employee, agent, contractor or other person under your control also
deletes and ceases using, all of your or their copies of Prior Software supplied to you by the Prior Licensor.