This License governs the Licensee‘s acquisition and use of the IP. Please read this License carefully before acquiring the IP . By acquiring the IP, the Licensee agrees to the terms of this License.

Contents

• Definitions
• Authority of the Licensee to Act
• License
  • License Grant
  • Non-exclusive
  • Termination
  • Governing Law
• Non-Disclosure Agreement
  • Non-Disclosure
  • Exceptions
  • Return of Information
• Intellectual Property and Ownership
  • Ownership of Intellectual Property
  • Assignment of Intellectual Property
  • Scope of Assignment
  • Representations and Warranties
  • Assistance and Cooperation
• Entire Agreement

Definitions

• Confidential Information – any and all information and IP disclosed by the Licensor to the Licensee, whether orally, in writing, or in any other form, that is designated as confidential or would be reasonably understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information may include, but is not limited to, business plans, financial information, trade secrets, customer lists, technical data, code repositories, product prototypes and proprietary know-how.
• IP – software, hardware and any and all intellectual property, including but not limited to inventions, patents, trademarks, copyrights, trade secrets, and any related rights or assets (collectively, the “IP”) acquired directly from the Licensor or indirectly through a Reseller or any other third party.
• Licensor – GM Consolidated Holdings Pty Ltd, a private company incorporated in Australia.
• Licensee – person or legal entity acquiring the IP.
• Reseller – a Licensor authorized reseller, distributor or supplier.

Authority of the Licensee to Act

If the Licensee is entering into this License on behalf of a company or other legal entity, the Licensee represents that the Licensee has the authority to bind such entity and its affiliates to these terms and conditions. If the Licensee does not have such authority or if the Licensee does not agree with the terms and conditions of this License, the Licensee must not accept this License and must not acquire the IP .

This License shall apply only to the IP supplied by the Licensor herewith regardless of whether other IP is referred to or described herein. The terms also apply to any Licensor updates, supplements, Internet-based services and support services for the IP, unless other terms accompany those items on delivery. If so, those terms shall apply.

License

License Grant

The Licensor hereby grants the Licensee a personal, non-transferable, non-exclusive, revocable license to use the IP in accordance with the terms of this License.

The Licensee is permitted to acquire the IP by downloading from the Licensor’s Internet repositories or through acquiring hardware products from the Licensor or its resellers.

The Licensee is NOT permitted to edit, alter, modify, adapt, translate or otherwise change the whole or any part of the IP unless expressly authorized by the Licensor.

The Licensee is also NOT permitted to allow the whole or any part of the IP to be combined with or become incorporated in any other software or product, nor decompile, disassemble or reverse engineer the IP or attempt to do any such things.

The Licensee is also NOT permitted to reproduce, copy, distribute, resell or otherwise use the IP for any commercial purpose nor allow any third party to use the IP on behalf of or for the benefit of any third party. The Licensee may not use the IP in any way which breaches any applicable local, national or international law or use the IP for any purpose that the Licensor considers is a breach of this License.

Non-exclusive

The Licensor reserves the right to grant licenses to use the IP to third parties.

Termination

This License is effective from the date the Licensee first acquires the IP and shall continue until terminated. The Licensee may terminate it at any time upon written notice to the Licensor. It will also terminate immediately if the Licensee fails to comply with any term of this License. Upon such termination, the licenses granted by this License will immediately terminate and the Licensee agrees to stop all access and use of the IP . The provisions that by their nature continue and survive will survive any termination of this License.

Governing Law

This License, and any dispute arising out of or in connection with this License, shall be governed by and construed in accordance with the laws of Australia, without regard to its conflicts of law principles.

Non-Disclosure Agreement

Non-Disclosure

The Licensee agrees to hold all Confidential Information in strict confidence and not to disclose or reveal such Confidential Information to any third party without the prior written consent of the Licensor. The Licensee shall use the Confidential Information solely for the purpose of evaluating a potential business partnership between the Licensor and Licensee, and shall take all reasonable precautions to prevent unauthorized access, disclosure, or use of the Confidential Information for any other purpose.

Exceptions

The obligations above shall not apply to any information that:

• was known to the Licensee prior to disclosure by the Licensor without breach of any obligation to keep it confidential,
• is or becomes publicly known through no fault of the Licensee,
• is rightfully received by the Licensee from a third party without breach of any obligation to keep it confidential, or
• is independently developed by the Licensee without reference to the Confidential Information.

Return of Information

Upon the written request of the Licensor or upon termination of this Agreement, the Licensee shall promptly return or destroy all Confidential Information and any copies thereof, including all notes, documents, and other materials containing or reflecting the Confidential Information.

Intellectual Property and Ownership

Ownership of Intellectual Property

The Licensor shall at all times retain ownership of the IP as originally downloaded by the Licensee and all subsequent downloads of the IP by the Licensee. The IP (and the copyright, and other intellectual property rights of whatever nature in the IP, including any modifications made thereto by the licensee) are and shall remain the property of the Licensor.

Assignment of Intellectual Property

The Licensee hereby assigns, transfers, and conveys to the Licensor all rights, title, and interest in IP created, developed, or discovered by Licensee during the term of the License.

Scope of Assignment

The assignment of IP under this License includes all present and future rights, benefits, and interests in the IP, including the right to apply for, register, maintain, enforce, and license the IP, and to sue or take other legal action to protect the IP .

Representations and Warranties

Licensee represents and warrants that: (a) Licensee is the sole owner of the IP being assigned, (b) Licensee has full power and authority to make this assignment, and (c) Licensee has not granted any rights or licenses to the IP to any third party that would conflict with the rights being assigned to Licensor under this Agreement.

Assistance and Cooperation

The Licensee agrees to execute any documents and take any actions reasonably necessary or requested by the Licensor to perfect or enforce the Licensor’s rights in the assigned IP, including but not limited to providing testimony, signing patent applications, and assisting in the prosecution or defense of legal proceedings.

Entire Agreement

This License constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, representations, and understandings, whether written or oral.