END USER LICENCE AGREEMENT

WARNING!  PLEASE READ THIS AGREEMENT CAREFULLY.  YOUR USE, INSTALLATION OR ACCESSING OF THE SOFTWARE WILL INDICATE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING “I ACCEPT” AT THE END OF THIS AGREEMENT YOU WILL BE DEEMED TO HAVE ACCEPTED THESE TERMS AND CONDITIONS.  IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS YOU MUST CLICK “I DO NOT ACCEPT” AND YOU MUST NOT ACCESS, INSTALL OR USE THE SOFTWARE.

AUT Venturesagrees to provide the Software to you during the Trial Period on the following terms and conditions.

1.    DEFINITIONS
1.1    In this Agreement:
Agreement means this end user licence agreement;
AUT Venturesmeans AUT Enterprises Limited, a New Zealand company;
Software means the computer software application in object code form entitled “NeuCube,” and which you are seeking to download or access;
Trial Period means the trial period notified to you by AUT Venturesprior to your installation of the Software; and
you means the person, association of persons, body corporate or other legal entity who is intended to be the end-user of the Software and obtains the primary benefit from the Software.

2.    LICENCE
2.1    AUT Venturesgrants to you and you accept, a non-exclusive, non-sublicensable, non-transferable licence for the duration of the Trial Period to install, access and use the Software solely for the purpose of analysing data in connection with academic research activities, subject to the provisions of this Agreement.
2.2    Any use of the Software in connection with any commercial engagement or other profit-making activity is prohibited. For the avoidance of doubt, none of the data or other outputs arising from your use of the Software may be sold or otherwise commercially exploited.
2.3    Unless otherwise expressly specified by AUT Venturesin writing, the licence under this Agreement permits you to install one copy of the Software on one computer only, and to access the Software only from that computer.
2.4    You will limit access to the Software solely to your employees, agents, and contractors who have a need to use the Software for the purpose specified in clause 2.1.  You will be liable for all acts or omissions of such employees, agents and contractors as if they were your acts or omissions.
2.5    You must not:
(a)    install the Software on, or access the Software from, any system other than as expressly permitted under this Agreement;
(b)    translate, decompile, reverse engineer, reverse compile, reverse assemble or in any manner attempt to derive the source code of the Software, or directly or indirectly allow or cause a third party to do so, except to the extent expressly permitted under applicable law;
(c)    sell, sub-license, rent, lease or otherwise distribute the Software (or any part of the Software) to any other person;
(d)    attempt to defeat or circumvent any security device, hardware or software lock, or licence key or code provided with, or incorporated within, the Software; or
(e)    remove, obscure or destroy any copyright notices or other proprietary markings regarding the Software.
2.6    This Agreement will govern all new versions, updates, upgrades, enhancements or modifications of the Software that may be made available to you, unless those new versions, updates, upgrades, enhancements or modifications are provided under separate licence terms.

3.    SUPPORT AND MAINTENANCE
3.1    AUT Venturesmay from time to time provide bug fixes, patches or updates to users in relation to the Software, but is not legally obliged to provide any support or maintenance in relation to the Software except to the extent expressly agreed by AUT Venturesin writing.

4.    CONSIDERATION
4.1    In consideration for the grant of licence under this Agreement, you agree to pay to AUT Venturesany and all licence fees payable in connection with your use or installation of the Software. The relevant licence fees, if any, will be as specified by AUT Venturesprior to your downloading of the Software.
4.2    In further consideration for the grant of licence under this Agreement, you agree to provide feedback to AUT Venturesas and when reasonably requested by AUT Venture, on your use of the Software, including in relation to your experiences in using the various functions and features of the Software. You must provide any such feedback using the feedback form provided by AUT Venture.

5.    INTELLECTUAL PROPERTY RIGHTS/CONFIDENTIALITY
5.1    You acknowledge that:
(a)    AUT Venturesor its third party licensor/s owns all intellectual property rights in or to the Software;
(b)    the Software contains valuable, confidential and proprietary information of AUT Venturesor its third party licensor/s. You agree not to disclose such confidential and proprietary information to any party, and to protect it with no less than a reasonable degree of care; and
(c)    no licence, right or other interest in the Software, or any intellectual property rights in the Software, is granted to you, except as expressly stated in this Agreement.
5.2    All improvements, modifications, customisations, enhancements or developments in or to the Software made by you and all intellectual property rights in or to them, will be owned by AUT Venturesor its third party licensor/s.  You agree to execute all documents and do all things necessary to vest legal ownership of such intellectual property rights in AUT Venturesor its third party licensor/s, or their nominee/s.
5.3    Nothing in this clause 5 will give AUT Venturesany rights in relation to the data inputted by you into the Software, or any outputs generated as a result of the analysis by the Software of such data.

6.    LIABILITY
6.1    AUT Venturesis not responsible for any loss or corruption of any data or information contained within or created using the Software. You are responsible for ensuring your own backup of any information or data relating to the Software.
6.2    YOU ACKNOWLEDGE THAT THE SOFTWARE IS PROVIDED “AS IS” AND THAT AUT VenturesGIVES NO WARRANTIES, REPRESENTATIONS OR UNDERTAKINGS IN RELATION TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED. IN PARTICULAR, BUT WITHOUT LIMITATION, AUT VenturesDOES NOT WARRANT OR REPRESENT THAT THE SOFTWARE:
(a)    IS OF MERCHANTABLE OR ACCEPTABLE QUALITY;
(b)    IS FIT FOR ANY PARTICULAR PURPOSE;
(c)    IS ERROR FREE;
(d)    DOES NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY;
(e)    WILL MEET YOUR REQUIREMENTS; OR
(f)    IS COMPATIBLE WITH ANY OTHER SOFTWARE, HARDWARE OR IT SYSTEM.
6.3    IN NO EVENT WILL AUT VenturesBE LIABLE (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, OR OTHERWISE) TO YOU FOR:
(a)    LOSS OF REVENUE OR PROFIT, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL OR OPPORTUNITY, LOSS OF PRODUCTION OR WASTED MANAGEMENT OR STAFF TIME; OR
(b)    LOSS, DAMAGE, COST OR EXPENSE OF ANY KIND WHATSOEVER THAT IS INDIRECT, CONSEQUENTIAL, OR OF A SPECIAL NATURE,
ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT, EVEN IF AUT VenturesHAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF SUCH LOSS, DAMAGE, COST OR EXPENSE WAS REASONABLY FORESEEABLE BY AUT Venture.
6.4    THE MAXIMUM LIABILITY OF AUT VenturesTO YOU ARISING OUT OF ANY AND ALL CLAIMS UNDER THIS AGREEMENT, OR RELATING TO THE SOFTWARE, WILL NOT IN ANY CIRCUMSTANCES EXCEED THE FOLLOWING:
(a)    IF YOU HAVE PAID A LICENCE FEE TO AUT VenturesUNDER CLAUSE 4.1, THE AMOUNT OF THAT LICENCE FEE; AND
(b)    IF YOU HAVE NOT PAID A LICENCE FEE TO AUT VenturesUNDER CLAUSE 4.1, NZ$10.00.
6.5    YOU MAY NOT BRING ANY PROCEEDINGS UNDER THIS AGREEMENT IN RELATION TO:
(a)    ANY ACT OR OMISSION OF AUT Venture; OR
(b)    ANY BREACH BY AUT VenturesOF THIS AGREEMENT,
MORE THAN TWO YEARS FOLLOWING THE DATE YOU FIRST BECAME AWARE OF THE RELEVANT ACT, OMISSION OR BREACH.
6.6    NONE OF THE EXCLUSIONS OR LIMITATIONS SET OUT IN THIS AGREEMENT WILL HAVE THE EFFECT OF LIMITING OR EXCLUDING ANY FORM OF LIABILITY WHERE SUCH LIABILITY CANNOT BE SO LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

7.    TERM AND TERMINATION
7.1    Your licence to install, access and use the Software will automatically terminate upon the expiration of the Trial Period. If you wish to continue to access and use the Software following such expiration, you must enter into a new licence agreement with AUT Ventureson terms acceptable to AUT Venture, and pay any applicable licence fees for such use or access.
7.2    AUT Venturesmay terminate this Agreement and the licence granted under it at any time if:
(a)    you are in breach of this Agreement;
(b)    you cease or threaten to cease to carry on all or substantially all of your business or operations, are declared or becomes bankrupt or insolvent, are unable to pay your debts as they fall due, enter into a general assignment of your indebtedness or a scheme of arrangement or composition with your creditors, or take or suffer any similar or analogous action in consequence of debt;
(c)    a trustee, manager, administrator, administrative receiver, receiver, inspector under any legislation or similar officer is appointed in respect of the whole or any part of your assets or business; or
(d)    an order is made or a resolution is passed for your liquidation (other than voluntarily for the purpose of a solvent amalgamation or reconstruction).
7.3    Upon termination of this Agreement for any reason, you must immediately stop using the Software, and you will at your own cost and expense erase all copies of the Software from your systems.
7.4    Clauses 5, 6, 7.3, 7.4, 8 and any other clauses intended to do so will survive termination of this Agreement for any reason.

8.    GENERAL
8.1    The rights granted to you under this Agreement are personal to you. You may not assign, sub-license or transfer this Agreement, or any of your rights and obligations under it, to any other person without AUT Venture’s prior written consent. AUT Venturesmay assign, transfer or novate any or all of its rights and obligations under this Agreement without requiring your written consent.
8.2    If any provision of this Agreement is held invalid, unenforceable or illegal for any reason, this Agreement will remain otherwise in full force apart from such provisions, which will be deemed deleted.
8.3    No failure or delay by AUT Venturesto exercise any right or remedy under this Agreement will be construed or operate as a waiver of such right or remedy.  No single or partial exercise by AUT Venturesof any right or remedy will preclude the further exercise of such right or remedy.
8.4    All modifications to or variations of this Agreement must be in writing and signed by authorised representatives of both parties.
8.5    New Zealand law governs the formation, validity, construction and performance of this Agreement.  This Agreement is subject to the non-exclusive jurisdiction of the New Zealand courts, to which the parties submit.

ACCEPTANCE
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND, BY CLICKING “I ACCEPT”, YOU INDICATE THAT YOU ACCEPT ITS TERMS AND CONDITIONS. THE PERSON WHO CLICKS “I ACCEPT” CONFIRMS THAT HE OR SHE HAS THE AUTHORITY TO BIND YOU, THE LICENSEE, TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.