THIS AGREEMENT is made on the day that it is agreed to by the Purchaser.
PARTIES: BRAIN TOOLS PTY LTD ACN 128 579 466 (“Licensor”) AND: THE PURCHASER OF ‘Brain.tools Think Tank’ Software (“Purchaser”)
Read the terms and conditions of this Licence Agreement (“the Agreement”) before installing the Software. By clicking ‘I Agree’ at the bottom of the Agreement You agree to be bound by the terms of this Agreement.

1. DEFINITIONS
1.1 In this Agreement
(a) “Agreement” means this Licence Agreement for 20 processing units;
(b) “Fee” means the sum specified on the Website for that version of the Software, payable or paid by the Purchaser to obtain the benefit of the licence granted by this Agreement.
(c) “Intellectual Property” means all patents (present and future), copyright, innovations, designs, images. Logos, text, marks, other data and information subsisting in and arising from the Software and the Website and includes without limitation:
(i) the rights and the subject matter of the rights set out in the schedule to this Agreement; and
(ii) any derivative, modification and/or variation of the Software, of the Intellectual Property, and/or of the rights referred to in the Schedule.
(d) “Keycode” means the numbers or code unique to each copy of the Software downloaded from the Website necessary to activate the Software;
(e) “Purchaser” means a person or entity who has been registered for, and who has paid the Fee to obtain the benefit of the licence to use the Software as granted by this Agreement;
(f) “Software” means the Brain.tools Think Tank program downloaded from the Website and includes without limitation all versions, derivatives and variations of same;
(g) Website” means www.brain-tools.net; and any other website operated by the Licensor and
(h) “You” and all derivatives of the word mean the Purchaser, its heirs, administrators and assigns.

2. LICENCE
2.1 Subject to payment by You of the Fee You are permitted to install and use the Software in accordance with the terms of this Agreement. By this Agreement You are granted a personal, non-exclusive and non-transferable licence to use the Software. You are entitled to use the Keycode in the manner prescribed in this Agreement. Payment of the Fee by You does not result in You obtaining any proprietary, legal and/or equitable interest in the Software other than as arises as a bare licensee. The Software is and at all times remains legally and beneficially the property of the Licensor.
2.2 Failure to pay the Fee or any part of the Fee, or any subsequent dishonor of payment of the Fee, will mean that You will not be granted this licence or that the licence hereby granted is immediately revoked and terminated forthwith, without the need for notice pursuant to clause 10 hereof or otherwise.

3. ASSIGNMENT
3.1 You shall not be entitled without written permission from the Licensor, to assign or transfer to any person any benefit or right accruing to You under this Agreement.
3.2 The Licensor may in its sole and absolute discretion assign the benefit of this Agreement (or any part thereof) to a third party by giving You written notice of such assignment. Any assignment by the Licensor in accordance with this clause, shall not affect any of your obligations or entitlements under this Agreement and You agree that You shall continue to be bound by the terms of this Agreement notwithstanding any assignment by the Licensor.

4. INTELLECTUAL PROPERTY RIGHTS
4.1 The Licensor reserves all of its rights to the Intellectual Property relating to the Software. You must not copy the Software (except as expressly permitted by the Agreement) or do anything which would be in breach of, inconsistent with, or derogate from the Intellectual Property of the Licensor.

5. USE AND ACTIVATION
5.1 The Software may only be used for the purposes as referred to on the Website (and any document legitimately downloaded from the Website) and not for any other purpose or use.
5.2 The Software is in “use” whenever it is installed on a central processing unit or on any removable device.
5.3 This Agreement entitles you to install and use the Software on up to 20 processing units at any one time.
5.4 You are permitted to make only one (1) back-up copy of the Software which copy shall only be used for the purpose of providing a backup in the event of any memory failure by the processing unit or removable device on which the Software was originally installed. You are not able to make any other copies of the Software except with the express written permission of the Licensor.
5.5 You must not and must not attempt to:
(a) alter, modify or vary the Software or produce any derivative work directly or indirectly based on the Software;
(b) copy the Software other than as expressly permitted by this Agreement;
(c) utilize the Software in any way which is contrary to the terms of the Agreement;
(d) reverse engineer, decompile or attempt to discover the source code of theSoftware;
(e) sell the Software or sub-licence another person to use the Software; or
(f) otherwise use the Software in a manner or for a purpose not intended by the terms of this Agreement or which is inconsistent with the interests of the Licensor’s title and control of the Software and/or the the rights of the Licensor in the Intellectual Property.
5.6 You agree that any derivative, modification and/or variation of the Software legitimately made or otherwise shall be the property of the Licensor and shall form part of the Intellectual Property.
5.7 To use the Software You must register the Software on the Website. In order to register the Software You are required to provide the Licensor with your personal information.
5.8 If you need to re-install the Software for any reason then You must request that the Licensor reactivate the Software. For the purposes of reactivation, You will provide the Licensor with the Keycode and details of registration and payment by You of the Fee.
5.9 The Licensor may charge You an additional fee to reactivate the Software if You cannot provide details of registration or payment of the Fee or You have lost your backup copy or You have lost the Keycode.
5.10 If You have lost the Keycode then the Licensor may, in its sole and absolute discretion, elect not to replace or reissue the Keycode and may elect, in its sole and absolute discretion, not to re-install the Software.
5.11 The Licensor may in its sole and absolute discretion require You to satisfy other requirements prior to reactivating the Software, which may include providing the Licensor with a sworn statement stipulating the circumstances and reasons for the need for reactivation of the Software.

6. SUPPORT
6.1 The provision of support for your use of the Software is at the sole and absolute discretion of the Licensor.
6.2 The Licensor may elect to provide You with support in accordance with its then current support policy (if any) which may include:
(a) the provision of an email help desk support service; and
(b) access to information about the Software.

7. LIABILITY
7.1 All warranties and implied conditions (subject to any contrary provision in this Agreement) are to the fullest extent as allowed by law, excluded.
7.2 You agree that the Licensor will not be liable to You in any way for any loss, damage or liability suffered by You arising from any action taken or omission in using or by acting in reliance on the Software or in reliance on the content of the Software in any manner not intended by the Licensor. You warrant that You have undertaken your own enquiries in respect to the Software and its fitness for the purpose intended by You.
7.3 The Licensor does not represent or warrant that the Software will be fit for any use or purpose other than as referred to in clause 5.1.
7.4 The Licensor does not represent or warrant that the Software will be able to run on any operating system or processing unit other than an operating system or processing unit with the specifications as listed on the Website.
7.5 The Licensor does not represent or warrant that any support will be available to You in respect to use of the Software.
7.6 You agree that the Licensor will not be liable to You in any way in respect of any loss, damage or injury arising from support which You seek and/or obtain in respect to use of the Software from any person including the Licensor or from the failure by the Licensor to provide such support.
7.7 You agree that You have not relied on any representation, warranty or statement made by the Licensor in respect of the Software other than as referred to in this Agreement and/or the Website.
7.8 You hereby indemnify the Licensor in respect of any action taken or claim made by any third party against the Licensor arising from your use of the Software whether in accordance with, or in default of this Agreement.
7.9 You agree that the Licensor shall not be liable to you for any action taken or claim made by any third party against You arising from your use of the Software.
7.10 You agree that the Licensor shall not be liable to You or any other person in respect to the performance or non-performance of the Software.

8. TERM
8.1 Your right to use the Software will continue until terminated in accordance with this Agreement.

9. SERVICE OF NOTICES
9.1 Any notice or request to You under this Agreement shall be taken to be duly served on You by either:
(a) posting it by ordinary post to your address as recorded in your licence registration;
(b) by email to your email address as recorded in your licence registration; or
(c) by facsimile to your facsimile number as recorded in your licence registration.

10. DEFAULT AND TERMINATION
10.1 You will be in default of this Agreement if You:
(a) breach any provision of this Agreement;
(b) purport to deal with the Software in any way which is contrary to the terms of the Agreement or which is inconsistent with, or in breach of, or derogatory to the Intellectual Property; or
(c) fail to make any payment to the Licensor as required by this Agreement.
10.2 The Licensor may terminate the Agreement if You are in default under this Agreement by giving You notice of the termination of the Agreement.
10.3 Clauses 1, 4, 7, 9, 11 and 12, and sub-clauses 5.5, 5.6, 10.4, 13.2, 13.3, 13.4, 13.5 and 13.6 will survive termination of this Agreement.
10.4 Upon termination of the Agreement, You and/or your agents or representatives must uninstall, or remove the Software from all processing units and devices and uninstall, remove or destroy any materials provided by the Licensor related to the Software in your possession or control and upon request by the Licensor You shall provide a sworn statement to the Licensor setting out details of such actions by You and verifying that You have complied with this clause.

11. VERIFICATION AND AUDIT
11.1 The Licensor may request You to verify that your use of the Software is in accordance with the Agreement. In exercising its rights under this clause the Licensor may require that you provide written information in respect to:
(a) types and serial numbers of all processing units, devices and other equipment on which the Software is stored and/or is being used;
(b) the locations of all such processing units, devices and other equipment; and
(c) any and all other relevant information that the Licensor may require.
11.2 Upon request by the Licensor You shall provide to it a sworn statement confirming your compliance with the provisions of this clause.
11.3 The Licensor may conduct an audit of your use of the Software for the purposes of ascertaining whether You are using the Software in accordance with this Agreement. If the audit reveals that you are in default of this Agreement then:
(a) the Licensor may terminate the Agreement;
(b) if your use of the Software exceeds the permitted use pursuant to clause 5.3 then You shall pay to the Licensor as a debt due and payable an amount equal to the difference between the Fee paid by You to the Licensor upon installation under this Agreement and the Fee which You should have paid for the number of processing units which have used or are using the Software together with interest thereon at the rate of 10% per annum for the period from when You entered into this Agreement;
(c) the Licensor may also recover from You as a debt due and owing the cost of the expenses arising from the audit; and
(d) you shall account to the Licensor for any revenue, profit or financial advantage gained by You directly or indirectly through such default in using the Software.
11.4 You hereby grant to the Licensor a licence to enter upon your premises to conduct an audit as referred to in this clause.

12. PERSONAL INFORMATION AND PRIVACY ACT
12.1 The relevant provisions of the Privacy Act 1998 (Cth) apply to this Agreement. The Licensor’s current privacy policy is displayed on the Website.
12.2 You agree to allow the Licensor to use your personal information where it is required in order to comply with or enforce this Agreement or when otherwise required by the Licensor pursuant to this Agreement.

13. GENERAL
13.1 This Agreement constitutes the entire agreement between the parties. No other terms, conditions or warranties other than those required to be included by law, shall be taken to be included in this Agreement.
13.2 Any failure by the Licensor to enforce a provision of this Agreement shall not amount to a waiver by the Licensor of its right to enforce that provision.
13.3 Any failure by the Licensor to act upon a breach of this Agreement shall not constitute a waiver of such breach.
13.4 Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent only of that prohibition or unenforceability and shall not invalidate or render unenforceable the remaining provisions or affect the validity or enforceability of that provision in another jurisdiction.
13.5 The parties submit to the non-exclusive jurisdiction of the courts of Australia in respect to this Agreement or any matter incidental thereto.
13.6 The governing law of this Agreement shall be the laws in force from time to time in Australia.
13.7 The parties can agree in writing to some other jurisdiction or governing law being applicable to this Agreement or matters incidental thereto either before or after execution of this Agreement.
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