MYOB Software Licence Agreement
IMPORTANT ‐ READ THIS CAREFULLY BEFORE USE. This is the Software Licence Agreement ("Licence Agreement"). As you have purchased the Product (consisting of the User Documentation and the Software) following notification of the Licence Agreement you are now legally bound by its conditions.
HOWEVER, if the Licence Agreement contains anything of which you were not aware prior to purchasing the Product or do not agree to be bound by, DO NOT INSTALL THE SOFTWARE but return the Product to the seller in its entirety and a full refund of the purchase price will be made. By installing the Software and keeping the Product you are confirming that you have purchased the Product subject to this Licence Agreement and are bound by its provisions.
TRIAL VERSION SOFTWARE LIMITATION. If you use this Software on a trial basis prior to purchase, then additional restrictions govern its use. The Trial Version is intended to be used only for evaluation purposes and whilst you may create your own company data files ("Company Files") you will have access to your Company Files only until the earlier of 30 days from the date of creation of each Company File or until you have entered a total of 1000 transactions into the Company Files you have created. Thereafter, you will be able to access the Company Files created by you only upon your purchase of the full version of the Product. Upon your purchase of the full version of the Product, the restrictions in this paragraph (Trial Version Software Limitation) shall no longer apply, but you acknowledge that your use of the full version of the Product
will be conditioned on your agreeing to the terms of the Licence Agreement (including the limitation on the number of Company Files) accompanying the full version of the Product.
1 Scope of Licence
MYOB Technology Pty Ltd (the Publisher), through its local publishers and distribution agents, hereby grants to you, the original purchaser, a paid‐up, personal, non‐exclusive and non‐transferable Licence to use the Software and the User Documentation only in the region, territory or country specified on the packaging or download, subject to the terms and conditions of this Licence Agreement.a Activation of Company Files You must register the Product and activate the Company Files you create or upgrade with the Software. Company Files may only be activated or upgraded in respect of the business that you operate. You are entitled to activate or upgrade only the Company Files you have purchased. If you are upgrading from a previous version of the Product you are entitled to activate the same number of files as your previous version. If required, you can obtain additional Company files by contacting the local publisher. i. New Company Files You may only access each new company file you create for 30 days without registering the Product and activating the company file. After 30 days each new company file will become read‐only until you activate it.
b Product Installation and usage If you have purchased: i. Single User Software Licence then you may install the Software on any computer that you operate at your principal place of business in respect of company files you have activated, provided that you do not use or permit the usage of the Software on more than one computer or computer terminal at a time. In event of an upgrade or Product exchange the Licence hereby granted shall automatically transfer to the new version or Product.
ii. Multi‐User Software Licence then you may use the Software on only one computer network that you operate at a single physical location and only then in respect of company files created and activated by you or by another licensed user. You may transfer the Software from one computer to another that you own or operate on this network provided that you only use or permit the usage of the Software on the number of computers or computer terminals at a time for which you have purchased user licences and do not permit the usage of the Software on more than one network at any one time, nor permit the Software to be used in respect of company files that you have not activated or have not been created by you or by another licensed user. iii. AccountRight Live subscription then you have unlimited access to download and use the Software on multiple computers in physical locations.
c Number of Users At any given time, you or your delegated agents may only launch and simultaneously run the number of Software runtime instances equivalent to or less than the number of user licences you have purchased and open and simultaneously work with only the same number of company files, which must be created and activated by you or your related entities. i. AccountRight Live subscription At any given time, you and your nominated users may launch and simultaneously run the number of Software runtime
instances equivalent to or less than the number of user licences you have purchased and open and simultaneously work with only the same number of company files, which must be created and activated by you or your related entities.
d Updates and Upgrades In the event of an upgrade, update or product exchange, the Licence hereby granted shall automatically transfer to the new version or product. All rights in respect of the original Product shall lapse and no further use of these shall be permitted.
e Portable or Home Computer and Archive Copies You may make a copy of the Software and install it on either a portable computer or a computer located in your home provided that the copy is for your own exclusive use and is not operated simultaneously with the original of the Software. Otherwise you may not copy or duplicate the Software, except as necessary solely for archival purposes, Software error verification, or to replace defective storage media, provided you keep the original and the copies. You may not alter, decompile or disassemble the Software. You may make copies of the User Documentation up to but not exceeding the number of multi‐user Licences you have purchased. i. AccountRight Live subscription You may operate the original software via download simultaneously on multiple computers in physical locations.
f . Transfers You may not sub‐license, lease, rent or lend the Software or the User Documentation or otherwise transfer any of your rights under this Licence Agreement. Subject to the prior written consent of the Publisher and the agreement of the transferee to be bound by the terms of this Licence Agreement, you may permanently transfer the Software (together with any backup copies you have made) and the User Documentation. However, you may not retain any copies of either the Software or the User Documentation.
g Term The Licence granted in this Licence Agreement is effective until terminated. You may terminate it at any time by destroying the Software and User Documentation, together with all copies, or by returning them to the Publisher. If you fail to meet the ongoing obligations accepted by you at the time of registration (if applicable) or if you fail to comply with any term or condition of this Licence Agreement, this Licence will terminate and, upon any such termination, you agree to destroy the Software and User Documentation, together with all copies, or to return them to the Publisher. Termination of this Licence Agreement shall be in addition to and not in lieu of any other remedies available to the Publisher. In the event that the Publisher deems this product to be redundant then the Publisher may at its option supply you with an alternative product and terminate this Licence Agreement. i. AccountRight Live subscription If your subscription to AccountRight Live is terminated: (A) If you have a Licence to use this Software, you can continue to use this Software in accordance with this Licence Agreement; or (B) If you do not have a Licence to use this Software, you will have read only access to data you have saved locally.
h Protection and Security This Licence Agreement specifically prohibits the reverse engineering or decompiling or interference in any manner with the Software's source code. Further you agree to use your best endeavours and to take all
reasonable steps to safeguard the Software to ensure that no unauthorised person has access to the Product and that there is no unauthorised copying or distribution of the Software or User Documentation.
i Partner Program If this Product is being used in the context of the MYOB Professional Partner Program in either Australia or New Zealand, then the usage of the Software and any Company files is strictly restricted to being within the practice itself. Without in any way limiting the scope of this restriction, the sharing of Company files or Software with any clients of the practice is specifically prohibited.
2 Exclusion and Limitations of Liability
a This Licence Agreement does not exclude, restrict or modify: i. the application of any provision of the Australian Consumer Law (whether applied as a law of the Commonwealth or any State or Territory of Australia) (ACL), ii. the exercise of any right or remedy conferred by the ACL; or iii. the liability of MYOB for a failure to comply with any applicable consumer guarantees where to do so would:iv. contravene the ACL; or
v. cause any part of these provisions to be void. b Subject to clause 2(a) and to the extent permitted by law:
i. the Publisher's maximum aggregate liability to you: (A) for failure to comply with a consumer guarantee in respect of the Software or Product; and (B) for loss or damage suffered by you as a result of any breach of this Licence Agreement by the Publisher is limited, at the Publisher's option in its sole discretion to: (C) the replacement of the Software (or the particular component of the Software, which caused the failure) or Product, or the supply of equivalent software (or particular component of the Software) or Product; or (D) the payment of the cost of replacing the Software (or the particular component of the Software, which caused the failure) or of acquiring equivalent software (or particular component of the Software) or Product.
ii. all representations, conditions, warranties and terms that would otherwise be expressed or implied in this Licence Agreement by general law, statute or custom are expressly excluded.
iii. except in relation to personal injury or death, neither the Publisher nor any of the Beneficiaries are liable to you for any other loss or damage of any kind whatsoever (whether direct, indirect or consequential loss or damage or otherwise) suffered by you or liability incurred by you caused by, in connection with, or resulting from anything the Publisher does or does not do, or delays in doing, or any negligence, misrepresentation, or other default by the Publisher or its officers, employees, contractors or agents, whether or not it is contemplated or authorised by this Licence Agreement. This exclusion applies irrespective of what you are claiming, including:
(A) loss of profits or business;
(B) loss of opportunity;
(C) loss, destruction, corruption of data or expenses incurred for reconstructing or rekeying data, and however liability arises or might arise (whether through tort or contract) if it were not for this clause. iv. if the Publisher or any of the Beneficiaries is ever liable (whether for direct, indirect or consequential loss or damage or otherwise) to you and, for any reason, cannot rely on any exclusion of liability set out in this clause, the maximum combined liability of the Publisher and those other Beneficiaries to you is limited to the amount paid by you for the supply of the Software. v. The exclusion and limitations of liability in this clause 2 also apply for the benefit of the Beneficiaries. Beneficiaries means the related companies of the Publisher (including MYOB Australia Pty Ltd) and all officers, employees, contractors or agents of the Publisher and the Beneficiaries.
3 Entire Agreement
This Licence Agreement constitutes the entire agreement between the Publisher and the Licensee and any prior representations, statement or undertaking howsoever made are expressly cancelled. No amendment or modification to this Licence Agreement shall be valid unless it shall be in writing and signed by an authorised representative of the Publisher.
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