End User Licence Agreement (EULA)

This End User Licence Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity, referred to herein as "You" or "Licensee") and LimePoint Pty Ltd (ABN 35 618 454 827), an Australian proprietary limited company ("LimePoint", "we", "us", or "our") for the use of LimePoint software products, including but not limited to MintPress, DriftGuard, and OpsChain (collectively, the "Software").

By installing, copying, or otherwise using the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not install or use the Software.

1. Licence Grant

Subject to the terms and conditions of this Agreement, LimePoint grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to install and use the Software solely for your internal business purposes and in accordance with the applicable order form, subscription agreement, or other written agreement between you and LimePoint that specifies the scope of your licence (the "Order").

The licence is granted for the term specified in the Order. If no term is specified, the licence is granted for an initial period of twelve (12) months from the date of first installation and may be renewed by mutual agreement.

2. Restrictions

You shall not, and shall not permit any third party to:

  • Copy, modify, adapt, translate, or create derivative works based on the Software;
  • Reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code of the Software, except to the extent expressly permitted by applicable law;
  • Rent, lease, lend, sell, sublicence, assign, distribute, or otherwise transfer rights to the Software;
  • Remove, alter, or obscure any proprietary notices on the Software;
  • Use the Software for the benefit of any third party, including as part of a service bureau, outsourcing, or time-sharing arrangement, unless expressly authorised in the Order;
  • Use the Software in excess of the number of users, instances, or other usage metrics specified in the Order.

3. Intellectual Property

The Software is protected by copyright laws and international treaty provisions. LimePoint and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein. This Agreement does not convey to you any rights of ownership in or related to the Software. You acknowledge that the Software and its structure, organisation, and source code constitute valuable trade secrets of LimePoint.

4. Confidentiality

You agree that the Software (including its features, functionality, and documentation) constitutes confidential and proprietary information of LimePoint. You shall not disclose, publish, or disseminate the Software or any information relating to its design, performance, or functionality to any third party without the prior written consent of LimePoint.

5. Support and Updates

LimePoint may, at its discretion, provide updates, patches, and new versions of the Software. Any such updates shall be subject to the terms of this Agreement unless accompanied by a separate licence agreement. Support services, if any, are provided in accordance with the terms of the Order or a separate support agreement.

6. Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LIMEPOINT DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LIMEPOINT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF LIMEPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY CASE, LIMEPOINT'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO LIMEPOINT FOR THE SOFTWARE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. Termination

This Agreement is effective until terminated. LimePoint may terminate this Agreement immediately upon written notice if you breach any term of this Agreement. Upon termination, you must cease all use of the Software and destroy all copies in your possession or control. The provisions of Sections 3, 4, 6, 7, and 9 shall survive any termination of this Agreement.

9. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Victoria, Australia, without regard to its conflict of laws principles. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Victoria, Australia.

10. General

This Agreement constitutes the entire agreement between you and LimePoint with respect to the Software and supersedes all prior or contemporaneous understandings regarding such subject matter, except to the extent that the terms of the Order expressly modify or supplement this Agreement. No amendment to or modification of this Agreement will be binding unless in writing and signed by LimePoint. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

Contact

If you have any questions about this Agreement, please contact LimePoint Pty Ltd through the details provided on our website at limepoint.com.