LICENCE TO USE MINDA LOOKUP SOFTWARE

PLEASE READ THIS SOFTWARE LICENCE AGREEMENT CAREFULLY BEFORE INSTALLING AND/OR USING THE MINDA LOOKUP SOFTWARE. BY INSTALLING AND/OR USING THE MINDA LOOKUP SOFTWARE YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENCE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, DO NOT INSTALL AND/OR USE THE SOFTWARE. ACCEPTANCE OF THESE LICENCE TERMS WILL BIND YOU AND ALL OF YOUR EMPLOYEES, CONTRACTORS AND OTHER THIRD PARTY USERS TO THE TERMS OF THE LICENCE.

1. Definitions

1.1 In this licence (unless the context otherwise requires):

"LIC" means Livestock Improvement Corporation Limited, a duly incorporated company having its registered office at Hamilton, New Zealand.

"Licence" means this software licence agreement.

"Program" means the MINDA Lookup Software program developed by LIC for use by LIC clients.

"Purpose" means the purpose for which the Program has been supplied by LIC to You, being the purpose of assisting in the process of herd management.

"Service Rules" means LIC's conditions and service rules as amended from time to time as published in LIC's then current Services Catalogue or otherwise on LIC’s website www.lic.co.nz.

"You" or "Your" means you as the licensee of the Program pursuant to this Licence.

2. Licence

2.1 LIC grants You a non-exclusive licence to use the Program solely for the Purpose and otherwise on and subject to the terms and conditions contained in this Licence.

3. Term of Licence and Renewal

3.1 The term of this Licence shall commence upon Your installation of the Program and Your deemed acceptance of the terms of this Licence and shall continue until terminated in accordance with clause 11.

4. Your Obligations

4.1 You agree:

(a) not to rent, lease, lend, sell, redistribute or sublicense the Program.

(b) not to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify or create derivative works of the Program.

(c) not to use the Program for a purpose other than the Purpose. For the avoidance of doubt, You agree and acknowledge that the Purpose does not include use of the Program as part of or in conjunction with any peripheral devices and/or software other than peripheral devices and/or software approved and authorised by LIC;

(d) to supervise and control the use of the Program by any third party in accordance with the terms of this Licence;

(e) to ensure Your employees, sub-contractors, other agents and third parties who have authorised access to the Program are made aware of and comply with the terms of this Licence;

(f) not to provide or otherwise make available the Program in any form to any third party other than those referred to in paragraph 4.1(e) without the prior written consent of LIC; and

(g) not to use the Program for or in connection with a service bureau operation without the prior written consent of LIC.

5. Warranty

5.1 LIC does not guarantee that the Program is error free and the existence of any errors will not constitute a breach of this Licence by LIC.

5.2 You agree and acknowledge that the Program is provided to You for a business purpose, and that LIC has not, and does not, provide any warranty of any kind including (but not limited to) any warranty as to title, that the product is free of defects, of merchantable quality, fit for a particular purpose or non-infringing. The entire risk as to quality and performance is borne by You.

5.3 This clause 5 is paramount to any other provision (whether expressed or implied) contained in this Licence.

6. Upgrades

6.1 From time to time, LIC may release software updates to the version of the Program you originally installed. Any upgrade of the Program supplied by LIC to You in accordance with this clause shall be subject to the terms and conditions set out in this Licence. Notwithstanding the foregoing, LIC shall in no way be obliged to produce and release any software updates or new versions of the Program.

7. Limitation of Liability

7.1 LIC is not liable to You or any third party for any loss or damage arising directly or indirectly in connection with this Licence, the Program, its use, misuse or otherwise including (but not limited to) any loss of profit, business, revenue, goodwill or anticipated savings. This exclusion of liability applies to liability in contract, tort (negligence) and any other principle of legal liability whatsoever.

7.2 LIC does not warrant that the Program will be compatible with other software on any mobile or other device on which it is installed.

7.3 LIC does not warrant that any defects in the Program will be corrected by LIC.

7.4 In the event that any statute or rule of law implies terms into this Licence which cannot be lawfully excluded, the liability of LIC for breach of any such implied term will be limited, at the option of LIC and to the extent permitted by law, to any one or more of the following:

(a) the replacement of the Program or the payment of the cost of such; or

(b) the repair of the Program or the payment of the cost of such; or

(c) the supply of an equivalent Program.

8. No Representations

8.1 You acknowledge that You have exercised Your independent judgment in acquiring the Program and that You have not relied on any representation made by LIC other than that expressly set out in this Licence or in written material produced by LIC and delivered to You.

9. Copyright

9.1 You acknowledge that LIC owns the copyright in the Program and any related documentation. You will not permit any act or omission which infringes LIC's copyright. Without limiting the generality of the foregoing, You specifically acknowledge and agree that You will not copy or otherwise replicate the Program or any related documentation.

9.2 Any modifications, developments or upgrades to the Program, (whether carried out by LIC, by You or any other person directed by LIC and with LIC's permission or otherwise), shall be the property of LIC and You shall have no right, title or interest in any such modifications, developments or upgrades whatsoever.

9.3 You will inform LIC immediately of any modifications, developments or upgrades and any unauthorised use of the Program (including without limitation use of any unauthorised software that interfaces with the Program) that You are or become aware of.

10. Indemnity

10.1 You agree to indemnify LIC fully against all liabilities, costs (including full costs between solicitor and client), claims or demands incurred by LIC arising out of or incidental to Your use of the Program and/or a breach of this Licence.

11. Termination

11.1 This licence is effective until the Program is uninstalled by you or terminated by LIC. LIC may, in LIC’s sole discretion, terminate this Licence immediately without notice if:

(a) you breach any term of this Licence;

(b) you are no longer permitted by LIC to use the Program for any reason whatsoever; or

(c) LIC determines that it no longer wishes to supply the Program as a product and/or service to You or it customers in general.

11.2 Termination pursuant to this clause will not affect any rights or remedies which LIC may have otherwise under this License or at law.

12. Obligations on Termination or Expiry

12.1 Upon termination of this Licence for any reason whatsoever, You or Your representative shall destroy any copies of the Program and any related documentation that you may be in possession of.

13. Assignment

13.1 The benefit of this Licence shall not be dealt with in any way by You (whether by assignment, sub-licensing or otherwise).

14. Waiver

14.1 Failure or neglect by either party to enforce at any time any provision of this Licence will not be construed or deemed to be a waiver of that party's rights under this Licence.

15. Governing Law

15.1 This Licence shall be governed by and construed according to the law of New Zealand, and subject to the non-exclusive jurisdiction of the New Zealand Courts. Without limiting the foregoing, LIC reserves all rights to protect and enforce its intellectual property in the jurisdiction within which such protection has been granted.

16. Severance

16.1 If any term of this Licence is or becomes illegal, invalid or unenforceable for any reason, such term will be deemed to be removed from this Licence and the other provisions of this Licence will remain unaffected.

17. Pre-eminence of Service Rules

17.1 This Licence shall at all time be subject to and read in conjunction with the terms and conditions set out in the Service Rules, the MINDA™ website software application and the MINDA™ Software end user licence agreement. To the extent that there is any inconsistency between this Licence and the Service Rules, the Service Rules shall prevail.

18. Acknowledgements

18.1 In addition to the matters set out above You make the following acknowledgements:

(a) Your agreement to the terms contained in this Licence is a condition precedent on Your ability to use the Program; and

(b) You have read and understood the terms and conditions contained within this Licence.