1. Definitions
1.1 “Licensor” means Bit Traders PTY LTD, the provider of the SecurE8 software.
1.2 “Software” means the SecurE8 product, all versions, updates, and associated materials.
1.3 “Customer” or “you” means the person or legal entity that has obtained the Software license.
1.4 “License Term” means the period specified in the purchase agreement during which Customer may use the Software. This is either 30 days for the “30 day single license” or 365 days for the “365 days sitewide license”.
1.5 “Permitted Number” means the maximum number of licenses purchased by Customer.
2. Software License
2.1 License Grant. Licensor grants Customer a limited, non-exclusive, non-transferable license to install and use the Software, provided that:
- (a) the Software is used in accordance with this agreement;
- (b) the Software is installed on the Permitted Number of devices only;
- (c) the Software is installed on specific computers designated by name at time of purchase;
- (d) the Software is installed only within the clients organisation;
- (e) the Customer pays all applicable fees.
2.2 License Types. The Software is available on both subscription and single-use bases, and the permitted usage depends on the type of license purchased.
2.3 Excess Usage. Usage exceeding the Permitted Number of licenses will result in additional fees, as defined in Section 3.
3. Monitoring and Excess Usage
3.1 Usage Monitoring. Licensor may monitor Software usage to ensure compliance with license terms. Monitoring methods may include automatic checks within the Software.
3.2 Excess Usage Fees. If Customer exceeds the licensed usage, Licensor will notify Customer and apply charges at the standard rate for each additional license.
4. Intellectual Property
4.1 Ownership. The Software and any copies made are the intellectual property of Licensor.
4.2 Restrictions. Customer may not modify, reverse engineer, or create derivative works of the Software.
5. Compliance and Inspections
5.1 Verification. Licensor or an authorized representative may verify Customer’s use of the Software to ensure compliance.
5.2 Cooperation. Customer agrees to provide reasonable access to records for verification purposes.
6. Updates
6.1 Software Updates. The Software may require updates. Use of updates is conditioned on Customer’s compliance with this agreement.
6.2 Version Requirements. Updates must be installed on all devices using the Software to ensure proper functionality.
7. Limited Warranty
7.1 Warranty. The Licensor warrants that the Software will operate as described for the duration of the License Term from the date of purchase. In the event it does not, the Licensor will provide support or a replacement. However, it is the Customer’s responsibility to update and replace the Software files upon obtaining a newer version.
7.2 Exclusions. This warranty does not cover misuse or unauthorized alterations to the Software.
8. Disclaimer
Except as specified in this agreement, Licensor disclaims all other warranties, express or implied, including those of merchantability, security, or fitness for a particular purpose.
9. Limitation of Liability
9.1 Damages Cap. Licensor’s liability is limited to the amount Customer paid for the Software.
9.2 No Liability for Indirect Damages. Licensor is not liable for indirect, incidental, or consequential damages, including data loss, business interruption, or lost profits.
10. Governing Law and Dispute Resolution
10.1 Jurisdiction. This agreement is governed by the laws of the jurisdiction of the Australian Capital Territory in Australia.
10.2 Dispute Resolution. Any disputes arising from this agreement will be resolved through arbitration or as otherwise specified.
11. General Provisions
11.1 Severability. If any part of this agreement is found invalid, the remaining provisions will continue to be enforceable.
11.2 Entire Agreement. This agreement represents the entire understanding between Customer and Licensor and supersedes prior agreements.
12. Compliance with Licenses
12.1 Annual Audit. Customer agrees that Licensor may audit usage once annually. If discrepancies are found, Customer must obtain additional licenses.
13. Internet Connectivity and Privacy
13.1 Automatic Connections. The Software may connect to Licensor’s servers for license validation, updates, and other purposes.
13.2 Privacy. Customer data is handled in accordance with Licensor’s Privacy Policy, available on the SecurE8 website.
14. Termination
14.1 Termination for Breach. Licensor reserves the right to terminate this agreement if Customer fails to comply with its terms.
14.2 Effect of Termination. Upon termination, Customer must immediately stop using and uninstall the Software.
15. Support and Maintenance
- 15.1 Support Services: The Licensor will provide support for the Software as outlined in a separate Support Agreement or per Licensor’s support policies, if applicable.
- 15.2 Maintenance: Any maintenance provided by the Licensor, such as updates or patches, will be subject to the terms of this agreement.
16. Transfer of Rights
- 16.1 No Transfer: Customer may not transfer or assign their rights or obligations under this agreement without Licensor’s written consent.
- 16.2 Change of Control: In the event of a merger, acquisition, or other change of control involving the Customer, the terms of this agreement remain binding on the successor entity.
17. Indemnification
- 17.1 Indemnification by Customer: Customer agrees to indemnify, defend, and hold Licensor harmless from any claims, damages, or liabilities arising out of misuse of the Software or breach of this agreement.
- 17.2 Indemnification by Licensor: Licensor agrees to indemnify and defend Customer from any third-party claims that the Software infringes upon intellectual property rights.
18. Modification of Agreement
- 18.1 Modifications: Licensor reserves the right to update or modify this agreement, provided that any material changes are communicated to the Customer. Continued use of the Software after modifications implies acceptance.
19. Feedback and Improvement Rights
- 19.1 Feedback License: Any feedback or suggestions provided by Customer may be used by Licensor to improve the Software. Customer grants Licensor a non-exclusive, royalty-free license to use such feedback without obligation.
20. Survival
- 20.1 Survival of Terms: Specify that any provisions intended to survive the termination of this agreement—such as payment obligations, confidentiality, intellectual property rights, indemnification, and limitation of liability—will continue to be enforceable even after termination.