End User License Agreement

IMPORTANT: You must read the following carefully and agree to it before you may proceed with the software installation.

This End User License Agreement (EULA) is a legal agreement between you (a single entity) (You) and Predictive Analytics Group Pty Ltd (ABN 83 158 699 480) (PAG) for the use of the SchedulOpt product that accompanies this EULA, which includes computer software and may include online or electronic documentation, and Internet-based services (collectively, Software), and any Updates and New Releases provided by PAG.

BY CLICKING ACCEPT OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY OR USE THE SOFTWARE.

Definitions and interpretation

1.1

Definitions

In this Agreement, unless the contrary intention appears:

(1)

Agreement means this End User Licence Agreement;

(2)

Business Day means a day that is not a Saturday, Sunday or any other day which is a public holiday or a bank holiday in Melbourne, Victoria;

(3)

Documentation means any documentation made available with the Software;

(4)

Fees means all fees and charges payable by You for use of the Software, as notified from time to time by PAG on its website;

(5)

Further Licence Term means a period of 12 months commencing on the date of expiry of the previous Licence Term or Further Licence Term;

(6)

Intellectual Property Rights means copyright, trade mark, moral rights, confidential information, design, patent, trade, business or company names, or other proprietary rights, or any rights to the registration of those rights and any applications to register those rights (anywhere in the world);

(7)

Licence Restriction means the licence restrictions set out in clause 2.2;

(8)

Licence Term means a period of 12 months from the date of payment of the Fees for Annual license, or perpetual for Perpetual license;

(9)

New Version means a new version or new release of the Software which is made generally available from time to time by PAG to its licensees, which provides significant new functionality compared with the existing version of the Software;

(10)

Trial Version means a version of the Software that is supplied free of charge for a limited term as further described in clause 2.6; and

(11)

Update means the updates to the Software which are made generally available from time to time by PAG to its licensees of the Software produced primarily to overcome defects or issues in the Software or to provide minor improvements to the performance or functionality but excludes a New Version.

1.2

Interpretation

In this Agreement:

(1)

reference to the singular includes the plural and the plural includes the singular, a person includes a body corporate and a party includes the party’s executors, administrators, successors and permitted assigns;

(2)

money is to Australian dollars, unless otherwise stated;

(3)

“including” and similar expressions are not words of limitation;

(4)

where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning;

(5)

headings are for convenience only and do not form part of this Agreement or affect its interpretation;

(6)

a provision of this Agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of the Agreement or the inclusion of the provision in the Agreement;

License

2.1

Grant of license

(1)

Provided that You comply with the terms and conditions set out in this Agreement, and pay the Fees in the manner required by PAG via its website, PAG grants to You a non-exclusive, non-transferable and limited licence to install and use the Software during the Licence Term on the terms set out in this Agreement, subject to and to the extent of the Licence Restrictions.

2.2

Restrictions on licence

Except as expressly permitted under this Agreement, You must not, and must not allow any other person to:

(1)

modify, vary, improve, translate or adapt the Software;

(2)

allow the Software to be installed or used on more than one computer in respect of each licence purchased from PAG;

(3)

sub-license, disclose, sell, distribute, publish, transmit or otherwise make available to any third party any part of the Software;

(6)

reverse engineer, disassemble, decompile or otherwise reduce the Software into any human-readable form;

Intellectual Property

4.1

Reservation of rights

The Software is protected by intellectual property laws. PAG reserves all rights (including Intellectual Property Rights) in relation to the Software that are not expressly granted to You in this Agreement.

Liability

5.1

EXCLUSION OF IMPLIED WARRANTIES

ALL STATUTORY OR IMPLIED CONDITIONS, GUARANTEES AND WARRANTIES ARE EXCLUDED BY PAG TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

5.4

LIMITATION AND EXCLUSION OF LIABILITY

(1)

DESPITE ANY OTHER PROVISION OF THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PAG IS NOT LIABLE TO YOU UNDER CONTRACT, TORT OR OTHERWISE IN ANY CIRCUMSTANCES FOR ANY INDIRECT, ECONOMIC, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE.

IP Indemnity

6.1

Subject to clauses 6.2 and 6.3, PAG indemnifies You from and against any and all losses suffered or incurred by You arising out of or in connection with any claim... alleging an infringement by the Software itself of the Intellectual Property Rights of any third party.

Confidentiality

7.1

You acknowledge and agree that the Software is confidential to PAG, and You must not, without the prior written approval of PAG, disclose the Software...

Termination and Expiry

9.1

PAG may terminate this Agreement immediately if You fail to comply with any material provision...

General

10.1

No assignment: You must not transfer, sub-license or assign any benefit or obligation under this Agreement to any third party without the prior written consent of PAG.

10.11

Governing law: The law of the State of Victoria governs this Agreement.

Annexure A – Third Party License Terms

Certain components of the Software incorporates “Math.NET”, “LIBSVM” and “Dlib” open source software. Full license terms are available in the full documentation.