LAB³ Bedrock
Licence Agreement

1         Background

1.1     The LAB3 Group (being LAB3 Pty Ltd and LAB3 NZ Limited) (LAB³, us we) has developed infrastructure code known as Bedrock for Microsoft Azure cloud platforms.

1.2     These Licence Terms (Terms) govern access to and use of Bedrock, including all associated features and functionalities, by individuals or organisations who purchase, or otherwise use, Bedrock (Client, you or your).

1.3     By accessing or using Bedrock, you accept these Terms as a binding contract (whether on behalf of yourself or a legal entity you represent). These Terms will continue to apply to, and govern your use of, Bedrock while Bedrock is deployed on your environment. If you do not accept and comply with these Terms, you may not use Bedrock or its features.

1.4     In the case of any conflict or inconsistency between these Terms and the terms of any other agreement between LAB³ and you (including the Statement of Work, any master services agreement, other statement of work or work order or a purchase order) then these Terms will take precedence in relation to the subject matter of these Terms.

2          Licence to use Bedrock

Subject to payment of all applicable Licence Fees, we grant you a non-transferrable, non-exclusive, royalty-free licence to access and use Bedrock strictly in accordance with these Terms.

3         Use of Bedrock

3.1     You must comply with any reasonable directions as notified by us to you from time to time in relation to use of Bedrock.

3.2     You must not:

(a)      except as expressly agreed with LAB³, sell, sub-licence distribute or transfer any part of your right to access and use Bedrock;

(b)      use Bedrock in any way or for any purpose other than as specifically contemplated by these Terms;

(c)      attempt to modify, adapt, translate, de-compile, disassemble, copy or otherwise reverse engineer or reverse compile Bedrock (or any part of it);

(d)      attempt to circumvent or break any encryption, decryption or other security device or technology measure(s) contained in Bedrock or that control access to or use of Bedrock;

(e)      attempt to interfere with or disrupt Bedrock;

(f)       except as expressly agreed with LAB³, copy, alter, customise, modify or create derivative works of Bedrock;

(g)      tamper with, hinder the operation of or make unauthorised modifications to Bedrock;

(h)      use data mining or similar data gathering tools or attempt to copy any of the data available on Bedrock; or

(i)        use Bedrock for any unlawful purpose.

4         Client  obligations

4.1     You are solely responsible for:

(a)      acquiring your own Azure (or other) platform and complying with any licence or other terms that apply to your use of Azure or other platform; and

(b)      providing (at your own cost) all equipment, software and internet access necessary to access and use Bedrock.

4.2     You must:

(a)      provide us with all reasonable assistance and cooperation as reasonably requested by us from time to time in the provision of Bedrock, including (where applicable) by providing access to relevant platforms and systems upon which Bedrock is deployed;

(b)      monitor and restrict access to Bedrock source code only to your representatives and service providers approved by us;

(c)      immediately report any security violations or misuse of Bedrock to us;

(d)      not alter, change, remove or obscure any notices or other indications (including copyright notices) as to ownership of Bedrock;

(e)      act reasonably and in good faith in exercising any right, remedy, discretion or obligation under these Terms, at law or otherwise; and

(f)       comply at all times with applicable laws, protocols, policies, guidelines and any reasonable directions issued by us from time to time.

4.3     If any delay or failure by us to comply with our obligations under these Terms is caused or contributed to by any failure by you or your Personnel to comply with your obligations under these Terms, then we will not be responsible for the delay or failure.

4.4     We may audit your use of Bedrock at any time (subject to us providing you with reasonable notice) and you agree to comply with our audit requests and audit processes.

4.5     If you breach these Licence Terms, or if otherwise required by law, LAB³ may without notice pursue any remedy available to us.

5         Security

5.1     You must ensure that Bedrock is keep secure from unauthorised access, use or modification.

5.2    You are solely responsible for any use (or misuse) of Bedrock arising from a failure to keep Bedrock secure in accordance with clause 5.1.

6         Intellectual Property

6.1     We are the owner or authorised licensee of all Intellectual Property Rights subsisting in Bedrock (including in any augmentations, modifications, improvements or enhancements to, or derivatives of, Bedrock) and of any other materials provided by or on behalf of us to you in connection with these Terms (LAB³ IP).

6.2     Nothing in these Terms assigns or transfers ownership of any LAB³ IP.

6.3     We own all Intellectual Property Rights in any modules or materials (including any software, documents, data and business processes) created or developed by us (whether or not for you, us, or a third party) through use of Bedrock, and otherwise in the performance of these Terms.

6.4     You must not (and ensure that your Personnel and service providers do not) provide any third party with access to, or use of, Bedrock or any Bedrock modules (whether such modules were developed by us, you, or your service provider) for use outside your organisation.

7         Licence Fees

7.1     You must pay us the applicable Licence Fees for Bedrock as specified in, and on the terms of, the Statement of Work.

8         Disputes

8.1     Any disputes regarding these Terms will be resolved in accordance with the dispute resolution procedure in the Statement of Work or the head agreement (if any) which governs the Statement of Work.

9         Warranties and Exclusions

9.1     We warrant that Bedrock will substantially conform to any applicable product and service specifications that we provide you in writing.

9.2     Your sole and exclusive remedy, and our sole liability, under or in connection with a breach of clause 9.1, will be the re-supply of Bedrock in accordance with the warranty in clause 9.1, or if this is commercially impracticable, termination of these Terms and a refund of any unused pre-paid Licence Fees as at the date of termination.

9.3     Subject to any non-excludable terms and any express warranties in these Terms, Bedrock is provided by us as is.  To the fullest extent permitted by law, we exclude all warranties, representations, implied terms and guarantees not expressly stated in these terms, including any warranty or representation that Bedrock will be fit for any particular purpose, will be free of any viruses or disruptive code, and will be error-free or uninterrupted.

9.4     In particular, and without limiting clause 9.3, we do not take any responsibility for, do not support, and are not liable in any way to you for any third party services, products, platforms or add-ins (Third Party Services) (including Microsoft Azure or other Microsoft products) or for any failure of Bedrock caused by such Third Party Services.

9.5     For the avoidance of doubt, nothing in these Terms is intended to exclude any guarantees which by law cannot be excluded or modified.  If we are liable for breach of any guarantee or warranty that cannot be excluded or modified by law, then to the extent permitted by law, our liability for that breach will be limited to (at our discretion) re-supplying Bedrock or payment of the cost of having Bedrock supplied again in accordance with the respective guarantee.

9.6     You acknowledge and agree that:

(a)      any use of, or reliance on, information which is made available to you through Bedrock is undertaken entirely at your own risk; and

(b)      we do not control the transfer of data over the internet and that access to Bedrock may be subject to limitations, delays, and other problems inherent in the use of the internet.

10     Release support

10.1   We will provide agreed support services for Bedrock only where support services have been purchased by you.

10.2   Unless expressly stated otherwise in the Statement of Work, we will provide support services only in relation to the current release of Bedrock, regardless of which version was purchased by you.

10.3   To the extent permitted by law, all support and warranties relating to a previous release of Bedrock end when a new version of Bedrock is released.

11      Indemnity

11.1  You agree to indemnify us, and our Related Bodies Corporate and their respective directors, officers, agents and employees, from and against any Loss (including Loss arising in connection with third party claims) suffered, paid, or incurred by us arising out of or in connection with:

(a)      any breach by you or your Personnel of your obligations under these Terms, except to the extent that such Loss is caused or contributed to by us; or

(b)      any claim relating to Loss suffered as a result of your reliance on any information or results provided through Bedrock.

12      Liability

12.1  Subject to clause 12.2, and to the extent permitted by law, LAB³’s maximum cumulative liability for any Loss sustained by you under or in connection with these Terms will be limited to AUD $100,000.

12.2  Nothing in these Terms limits or excludes the liability of a Party for:

(a)      personal injury or death, or damage to or loss of real or personal property;

(b)      a breach of clause 7.1 (Licence Fees); or

(c)      acts of fraud, misrepresentation or wilful misconduct.

12.3  Each Party’s liability for Consequential Loss on any basis including under tort (including negligence), under statute, for breach of contract, at common law or in equity is entirely excluded.

13      General Provisions

13.1   Waiver: No waiver of a right or remedy under these Terms is effective unless it is in writing and signed by the Party granting it.

13.2   Rights cumulative: Except as expressly stated otherwise in these Terms, the rights of a Party under these Terms are cumulative and are in addition to any other rights of that Party.

13.3   Consents: Except as expressly stated otherwise in these Terms, a Party may conditionally or unconditionally give or withhold any consent to be given under these Terms and is not obliged to give its reasons for doing so.

13.4   Further steps: Each Party must promptly do whatever the other Party reasonably requires of it to give effect to these Terms and to perform its obligations under it.

13.5   Governing law and jurisdiction: These Terms are governed by and are to be construed in accordance with the laws applicable to the Statement of Work. Each Party irrevocably and unconditionally submits to the non- exclusive jurisdiction of the courts of that jurisdiction and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.

13.6   Assignment: A Party must not assign or deal with any right under these Terms without the prior written consent of the other Party.  Any purported dealing in breach of this clause is of no effect.

13.7   Relationship of Parties: These Terms are not intended to create a partnership, joint venture or agency relationship between the Parties.

14      Definitions

In this document:

• Consequential Loss means any special, indirect or consequential loss or damage not arising as a natural consequence of a breach or other event giving rise to liability of a Party; and loss of revenue, loss of production, loss of use, loss of opportunity, loss of profit or anticipated profit, loss or contracts, loss of goodwill or wasted overheads whatsoever or loss of data; and any loss, expense or damage not within the contemplation of the Parties.
• Intellectual Property Rights means any rights normally covered with this term and includes existing and future copyrights, rights in designs, patents, trademarks all rights in any applications or registrations of those rights whether registered or unregistered (and whether registrable or not) and existing anywhere in the world.
• Licence Fees means the fees payable by the Client for the provision of the Bedrock licence described in these Terms and any applicable Statement of Work.
• Loss means loss, damage, claim, liability, charge, expense, outgoing or cost (including all legal and other professional costs on a full indemnity basis) of any nature or kind.
• Parties means LAB³ and the Client and Party means either LAB³ or the Client , as the context requires.
• Personnel means, in relation to an entity, that entity’s directors, officers, employees, agents and contractors and includes directors, officers, employees and agents of that Party’s contractors.
• Related Body Corporate has the meaning given in the Corporations Act (Cth) 2001.
• Statement of Work means the statement of work between us and you relating to Bedrock.

15      Construction

Unless expressed to the contrary, in this document:

(a)    includes means includes without limitation;

(b)    a reference to:

(i)     a person includes a partnership, a joint venture, an unincorporated association, a corporation and a government or statutory body or authority;

(ii)    a person includes the person’s legal personal representatives, successors, assigns and persons substituted by novation;

(iii)   this document includes all schedules and annexures to it; and

(c)    headings do not affect the interpretation of this document.