Terms and Conditions

Mòrgij RQM Software

End-User Software Trial Licence Agreement

The “RQM Software”, consisting of:

(i) a core software application that encapsulates the RQM (the RQM Core Software Module); and

(ii) a MARQ module (the MARQ Software Module), which is used to analyse mortgages and produce MARQ scores, (together the Software), is owned, or licensed by Marenfall Pty Ltd As Trustee For MorgijFamily Unit Trust (ACN 075 074 592) (the Licensor) (or its licensors).

The terms and conditions of this Licence Agreement apply to your and your company’s (together and separately, the Licensee) use of the Software to which this Licence Agreement relates and, accordingly, should be carefully reviewed by you prior to accepting them or downloading, installing or using the Software.

You acknowledge and agree that, to the extent that you are able to legally bind your company, when accepting the terms and conditions of this Licence Agreement or downloading, installing or using the Software, you act on your own behalf and for and on behalf of your company, and that you and your company (together and separately) are responsible for your and your company’s acts and omissions in relation to the Software.

If you download, install or use the Software, you and your company (together and separately) are deemed to have agreed to and accepted the terms and conditions of this Licence Agreement. If you or your company do not agree to the terms and conditions of this Licence Agreement, you and your company must immediately cease using the Software, un-install any copies that you have downloaded or installed on any computer and promptly return any physical media containing the Software to the Licensor.

The Parties Agree

1. Definitions

In this Agreement the following abbreviations, words and phrases have the following meanings, unless the context requires otherwise:

Affiliate means, in respect of a company or other business entity, any company or other business entity Controlled by, Controlling, or under the common Control of that company or other business entity.

Agreement means this agreement.

Business Day means any day which is not a Saturday or a Sunday or a public holiday in New South Wales.

Confidential Information means, in relation to a Party, all information relating to that Party and its Affiliates, including all information concerning the business, products, services, systems, procedures and records (in whatever form, including in electronic format) of that Party and its Affiliates, and their relationships with their customers and suppliers. Confidential information of the Licensor includes all information relating to the Licensed Materials and all Intellectual Property Rights existing in the same and the terms and conditions of this Agreement.

Control means the direct or indirect power to direct or cause the direction of the management and policies of a company or other business entity, whether through ownership of fifty percent (50%) or more of the voting interest, by contract, or otherwise (and Controlled and Controlling are to be construed accordingly).

Documentation means the user manuals, reference manuals and other materials and documentation (in whatever form, including in electronic format) relating to the installation, use, operation, performance, capacity, quality, scope or functionality of the Software.

Effective Date means the date of commencement of this Agreement, being the date that the Licensee accepts (expressly or impliedly) the terms and conditions of this Agreement.

Intellectual Property Rights means patents, trade marks, service marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, copyright (including rights in computer software) and topography rights; inventions, know-how, secret formulae and processes, lists of customers and suppliers and other proprietary knowledge and information; internet domain names; rights protecting goodwill and reputation; database rights; and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licences and consents in respect of any of the rights and forms of protection mentioned in this definition.

Law includes:

(a) any treaty, statute, regulation, by-law, ordinance or subordinate legislation in force from time to time;

(b) the common law and the law of equity;

(c) any binding court order, judgment or decree;

(d) any applicable industry code, policy or standard, in each case enforceable by law; and

(e) any applicable direction, policy, rule or order that is given in writing by a Regulator, in each case enforceable by law.

Licensed Materials means:

(a) the Software (in Object Code form only); and

(b) the Trade Marks, and to the extent provided or made available by the Licensor to the Licensee:

(c) the Documentation; and

(d) any new Releases and Versions of the Software (in Object Code form only).

Licensee Group means the Licensee and its Affiliates from time to time.

Licensee Group Member means a member of the Licensee Group.

Licensor Group means the Licensor and its Affiliates from time to time.

Licensor Group Member means a member of the Licensor Group.

Loss includes claims, actions, proceedings, losses, damages, liabilities and costs (including legal expenses).

Object Code means, in relation to any software, the machine-readable representation of that software produced by a compiler or assembler processing the Source Code version of that software.

Permitted Use means, in relation to the Software, the Software’s intended purpose, as set out or described in the Documentation.

Personnel means, in relation to a Party, that Party’s:

(a) officers and employees;

(b) Affiliates’ officers and employees; and

(c) in the case of the Licensor only, sub-contractors’ officers and employees.

Regulator means, in relation to a Party, any statutorily recognised supervisory or government agency, body or authority having regulatory or supervisory authority over a Party’s assets, resources or business, including any organisation reporting to such bodies, to the extent that such entity has jurisdiction over that Party.

Release means, in relation to any software, each update or release of the software (or any part of it) that corrects an error or defect in that software or enhances its previous form, without being a new Version.

Software means the software set out or referred to above.

Source Code means, in relation to any software, the human-readable computer programming language version of that software, as it exists prior to being processed by a compiler or assembler.

Systems includes telecommunications systems, computer systems, networks, computer programs and databases, and the tangible media on which they are recorded and their supporting documentation.

Term means the term of this Agreement.

Territory means the geographic territory in which the Licensee is licensed to use the Licensed Materials, namely Australia.

TPA means the Trade Practices Act 1974 (Cth).

Trade Marks means the following trade marks (whether registered or unregistered): "Mòrgij"; "MARQ”; “Mòrgij MARQ"; and "Modular Mortgage".

Version means, in relation to any software, a version of the software (or any part of it) that provides major new functionality compared to the previous version.

Virus means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

2. Interpretation

2.1 In this Agreement, unless the context requires otherwise:

2.1.1 any reference to a 'person' includes any individual, company, corporation, firm partnership, joint venture, association, organisation or trust (in each case, whether or not having separate legal personality) and references to any of the same includes a reference to the others;

2.1.2 references to any legislation, statute or statutory provisions includes a reference to those provisions as amended or re enacted or as their application is modified by other provisions from time to time and any reference to a statutory provision includes any subordinate legislation made from time to time under that provision;

2.1.3 references to clause(s) are references to clause(s) of and to this Agreement;

2.1.4 references to any Party include its successors (whether by operation of applicable Law or otherwise) and permitted assigns;

2.1.5 any phrase introduced by the words 'including', 'include', 'in particular', 'for example' or any similar expression must be construed as illustrative only and must not be construed as limiting the generality of any preceding words;

2.1.6 references to the singular include the plural and to the masculine include the feminine, and in each case vice versa; and

2.1.7 a reference to ‘$’ or ‘dollars’ is a reference to Australian dollars.

2.2 The headings and sub-headings in this Agreement are inserted for convenience only and do not affect the meaning of this Agreement.

3. Term

3.1 This Agreement is deemed to have commenced on the Effective Date and continues for 365 days, or unless terminated earlier by either Party in accordance with its terms.

4. Software

4.1 Subject to the Licensee’s acceptance of the terms and conditions of this Agreement, the Licensor makes available the Software to the Licensee in accordance with the terms and conditions of this Agreement, including clause 9.

Releases and New Versions

4.2 The Licensor is not obligated to provide the Licensee with new Releases or Versions of the Software.

5. Confidentiality

5.1 Subject to the provisions of clauses 5.2 to 5.4, each Party:

5.1.1 must treat as strictly confidential and only use the other Party’s Confidential Information solely for the purposes contemplated by this Agreement; and

5.1.2 must not, without the prior written consent of the Party from whom the Confidential Information was obtained (which may be withheld in that Party’s absolute discretion), publish, use or otherwise disclose to any person the other Party’s Confidential Information except for the purposes contemplated by this Agreement.

5.2 Each Party may disclose Confidential Information which would otherwise be subject to clause 5.1 if, but only to the extent, it can demonstrate that:

5.2.1 such disclosure is required by applicable Law or by any securities exchange or regulatory or governmental body having jurisdiction over it, wherever situated;

5.2.2 the Confidential Information was lawfully in its possession prior to its disclosure by the other Party (as evidenced by written records) and had not been obtained from the other Party; or

5.2.3 the Confidential Information has come into the public domain other as a result of a breach of this Agreement or any other obligation of confidence, provided that any such disclosure must not be made without prior consultation with the Party from whom the Confidential Information was obtained.

5.3 Each Party may for the purposes contemplated by this Agreement disclose the other Party’s Confidential Information to the following persons or any of them, provided that such persons have first been directed (Direction) by the disclosing Party to keep it confidential:

5.3.1 if the disclosing Party is the Licensee, the Licensee’s officers and employees;

5.3.2 if the disclosing Party is the Licensor, the Licensor’s Personnel; and

5.3.3 its professional advisers, auditors, bankers and insurers, acting as such.

5.4 The disclosing Party must enforce each Direction at its own cost.

5.5 A Party must promptly give notice in writing to the other Party if it becomes aware of any unauthorised or suspected unauthorised disclosure to any third party of any of the other Party’s Confidential Information and provide the other Party with all information and assistance reasonably required by the other Party in respect of such unauthorised disclosure.

6. Publicity

The Licensor Group may disclose in its advertising, referral or publicity material or otherwise (including any electronic media) the existence of this Agreement and the terms of its relationship with the Licensee Group, including using for such purposes the Licensee’s name or other identifying names of the Licensee Group and any trade mark of the Licensee Group.

7. Audit Rights

7.1 In order to verify the Licensee’s compliance with the terms and conditions of this Agreement, including in particular any relevant licence or payment terms in relation to any Licensed Materials, the Licensor or its nominated representative has the right at all reasonable times and on reasonable notice to visit the Licensee Group’s premises and audit and inspect all records, procedures and Systems of the Licensee Group which relate to the use of the Licensed Materials.

7.2 The Licensee must (and must procure that its Affiliates) fully co-operate with the Licensor Group in relation to any audit or inspection conducted pursuant to clause 7.1.

7.3 The Licensor is liable for its own costs of any audit or inspection conducted pursuant to clause 7.1, except where the Licensee is found to be in breach of this Agreement, in which case the Licensee must, within five (5) Business Days of a request by the Licensor, reimburse the Licensor for its costs in connection with such audit or inspection.

8. Warranties

8.1 Each Party warrants and undertakes to the other Party that:

8.1.1 it is validly existing under the Laws of the place of its incorporation and has the power and authority to carry on its business as that business is now being conducted;

8.1.2 it has the power, capacity and authority to enter into and observe its obligations under this Agreement; and

8.1.3 this Agreement and the obligations created hereunder are binding upon it and enforceable against it in accordance with their terms.

8.2 The Licensee acknowledges and agrees that the Licensor does not represent, warrant or guarantee that the Licensed Materials will be error or 'bug' free.

8.3 Except as provided for in clause 8.1, the Licensor Group excludes all implied representations, warranties, terms and conditions of any kind whatsoever (whether implied by common law, statute or otherwise) to the fullest extent permitted by applicable Law (including any implied representations, warranties, terms or conditions that the Licensed Materials are of satisfactory quality or fit for their purpose).

8.4 If the TPA or any other legislation implies a condition or warranty into this Agreement in respect of goods or services supplied, and the Licensor’s liability for breach of that condition or warranty may not be excluded but may be limited, clauses 8.4, 13.2 and 13.3 do not apply to that liability and instead the Licensor’s liability for any breach of that condition or warranty is limited to:

8.4.1 in the case of a supply of goods, the Licensor doing any one or more of the following (at its election):

(a) replacing the goods or supplying equivalent goods;

(b) repairing the goods;

(c) paying the cost of replacing the goods or of acquiring equivalent goods; or

(d) paying the cost of having the goods repaired; and

8.4.2 in the case of a supply of services, the Licensor doing either or both of the following (at its election):

(a) supplying the services again; or

(b) paying the cost of having the services supplied again.

8.5 Nothing in this Agreement is intended to exclude, restrict or modify rights which the Licensee may have under the TPA or any other legislation which may not be excluded, restricted or modified by agreement.

9. Intellectual Property

Limited Licence

9.1 Subject to the Licensee’s acceptance of the terms and conditions of this Agreement, the Licensor grants to the Licensee an exclusive, non-transferable, non-sublicensable, personal licence during the Term to use the Licensed Materials (in Object code form only) in the Territory solely for the Permitted Use and in accordance with the terms and conditions of this Agreement.

No Transfer of Ownership

9.2 All Intellectual Property Rights subsisting in, relating to or arising out of the Licensed Materials are (as between the Parties) owned by and vest in the Licensor, including all modifications, developments and enhancements made by or on behalf of either Party to such Intellectual Property Rights.

9.3 The Licensee acknowledges and agrees that this Agreement does not transfer any right, title or interest in the Licensor’s Intellectual Property Rights in the Licensed Materials to the Licensee Group or any other person.

9.4 The Licensee hereby (and must procure that its Affiliates and Personnel) unconditionally and irrevocably assigns and transfers absolutely to the Licensor with full title guarantee and free from all encumbrances all rights, title and interest it (or its Affiliates or Personnel) may have or obtain in the Intellectual Property Rights and other rights in the Licensed Materials, including all modifications, developments and enhancements made by or on behalf of the Licensee to such Intellectual Property Rights.

Third Party Infringement of the Licensor’s IPR

9.5 The Licensee must promptly give notice in writing to the Licensor if it becomes aware of any infringement or suspected infringement by any third party of any of the Licensor’s Intellectual Property Rights (including the Licensor’s trade marks and any Intellectual Property Rights in or relating to the Licensed Materials) and provide the Licensor with all information and assistance reasonably required by the Licensor in respect of such an infringement.

10. Licensee’s Obligations - General

10.1 The Licensee must:

10.1.1 use the Licensed Materials in good faith and strictly in accordance with the terms and conditions of this Agreement;

10.1.2 use its best endeavours to preserve the goodwill the subsists in the Licensed Materials;

10.1.3 comply with all applicable Laws;

10.1.4 maintain adequate security and safety for any property (including intangible property) owned by the Licensor Group and within the possession or control of the Licensee Group; and

10.1.5 take all necessary steps to prevent any Viruses being introduced into the Licensor’s Systems.

10.2 Subject to any express provision in this Agreement to the contrary and except to the extent that such rights may not be excluded or limited as a matter of applicable Law, the Licensee must not:

10.2.1 commit, be engaged in or authorise any act by any person which may threaten any registration in relation to the Licensed Materials or the rights of the Licensor as the owner or licensor of the Licensed Materials;

10.2.2 engage in any misleading or deceptive conduct, or conduct likely to be misleading or deceptive, in relation to its receipt or use of the Licensed Materials;

10.2.3 use, copy, modify, translate or create any derivative work of all or any portion of the Licensed Materials;

10.2.4 un-bundle any components of the Licensed Materials;

10.2.5 reverse engineer, reverse assemble or otherwise attempt to gain access to the Source Code of all or any portion of the Licensed Materials;

10.2.6 remove, alter, cover or obfuscate any copyright notices, trademark notices or other proprietary rights notices placed or embedded on or in the Licensed Materials;

10.2.7 display or disclose the Licensed Materials to any third party;

10.2.8 sell, transfer, licence, rent, lease, loan, provide, distribute or otherwise transfer all or any portion of the Licensed Materials to any third party;

10.2.9 use the Licensed Materials, or its knowledge of the Licensed Materials, to create (or engage or assist a third party to create) products or services that compete, whether in whole or in part, with the Licensor Group’s products and services (including the Licensed Materials);

10.2.10 access or attempt to access the Licensor’s Systems without the prior written consent of the Licensor; or

10.2.11 disclose passwords (if any) supplied by the Licensor to access the Licensor’s Systems to any person other than its Personnel with a need-to-know.

11. Termination

11.1 Either Party may terminate this Agreement at any time for convenience (ie without cause) by providing at least seven (7) days written notice to the other Party.

12. Effects of Termination

12.1 On termination or expiration of this Agreement, each Party must promptly return to the other Party (or at the request or with the consent of the other Party, destroy):

12.1.1 all Confidential Information (including copies, summaries and excerpts);

12.1.2 all software, hardware, books, documents, papers, materials, equipment, customer lists, technical information, data and reports; and

12.1.3 any other property, (in whatever form, including in electronic format) of or belonging to the other Party which are in its possession or control.

Survival

12.2 On termination or expiry of this Agreement:

12.2.1 the obligations of confidentiality (but not the rights to use or disclose) under clause 5;

12.2.2 clauses 1, 2 and 6 to 26 (excluding clause 9.1); and

12.2.3 any other provision of this Agreement which expressly or by implication is intended to come into or remain in force on or after termination or expiration of this Agreement, will continue in full force and effect notwithstanding any such termination.

12.3 Termination or expiration of this Agreement for whatever reason does not affect the rights and obligations of the Parties which have accrued due prior to the date of termination or expiration, including the right to claim damages as a result of a breach of this Agreement.

13. Limitation of Liability

Unlimited Liability

13.1 The exclusions and limitations on a Party’s liability in this Agreement, including this clause 13, do not apply in the case of:

13.1.1 a breach of clause 5;

13.1.2 a breach or misappropriation of a Party’s (or its licensors’) Intellectual Property Rights; or

13.1.3 any liability to the extent that the same may not be excluded or limited as a matter of applicable Law.

Exclusion of Consequential Loss

13.2 Subject to clause 13.1, the Licensor is not liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, under or in connection with this Agreement for any indirect, consequential or special loss or damage, even if the Licensor has been advised of the possibility of such loss or damage, or for any loss of profits, loss of sales, loss of business or agreements, loss of goodwill, loss of or wasted management of staff time, loss of use or corruption of software, loss or corruption of data or loss of anticipated savings.

Cap on the Licensor’s liability

13.3 Subject to clauses 13.1 and 13.2, the Licensor’s total maximum liability to the Licensee Group for all Loss sustained, incurred or suffered by the Licensee Group (a Licensee Claim) arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited for all Licensee Claims in aggregate to an amount equal to one hundred dollars ($100).

Licensee Claims

13.4 Any Licensee Claims by the Licensee Group under or in connection with this Agreement must, to the extent permitted by applicable Law, be brought by the Licensee itself against the Licensor and not against any other member of the Licensor Group (or the Licensor’s Personnel).

13.5 For the avoidance of doubt, the Licensee acknowledges and agrees that, subject to clause 13.1, no Licensee Group Member can bring a Licensee Claim against the Licensor Group if the total value of Licensee Claims already made against the Licensor Group exceeds the relevant limitation of liability amount determined in accordance with clause 13.3.

Limitation where the Licensee contributes to loss or damage

13.6 Any liability of the Licensor for any Loss sustained, incurred or suffered by the Licensee Group arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is reduced to the extent that the Licensee Group or the Licensee’s Personnel contributes to the Loss.

Obligation to mitigate

13.7 The Licensee must (and must procure that its Affiliates) promptly mitigate any Loss likely to be or actually sustained, incurred or suffered by the Licensee Group.

Benefit for the entire Licensor Group and the Licensor’s Personnel

13.8 In entering into and obtaining the benefits of the exclusions and limitations of liability in this Agreement, including this clause 13, the Licensor acts on its own behalf and as trustee for each of the Licensor Group Members and each of the Licensor’s Personnel.

Vienna Convention

13.9 The Parties agree that, to the extent permitted by applicable Law, the Vienna Convention of 1980 (‘The Convention on Contracts for the International Sale of Goods’) and all international and domestic legislative (or other) implementations of that Convention do not apply in relation to the supply of the Licensed Materials under this Agreement.

14. Regulations

14.1 The Licensee must apply for and obtain all approvals, licences and permits from any Regulator that may be necessary or desirable in relation to the Licensee’s use of the Licensed Materials.

15. Assignment and Subcontracting

15.1 The Licensee must not assign, novate, transfer, sub-contract, sub-licence or otherwise dispose of any or all of its rights and/or obligations under this Agreement without the prior written consent of the other Party (which may be withheld in that Party’s absolute discretion).

15.2 The Licensor may enter into any sub-contract with any third party for the performance of its obligations under this Agreement without the prior written consent of the Licensee. Any such sub-contract does not excuse the Licensor from performing its obligations under this Agreement.

15.3 The Licensor may assign, novate, transfer, or otherwise dispose of any or all of its rights and/or obligations under this Agreement to:

15.3.1 a Licensor Group Member; or

15.3.2 a third party that has acquired a significant part of any Licensor Group Member’s business, assets or undertaking, without the prior consent of the Licensee and, in the case of a novation, the Licensee, the Licensor and the relevant third party will each execute a novation agreement in a form reasonably prescribed by the Licensor.

16. Variations

No variation of this Agreement will be effective unless agreed in writing and signed by authorised representatives of each of the Parties.

17. Entire Agreement

17.1 This Agreement constitutes the whole agreement between the Parties relating to its subject matter and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.

17.2 Each Party acknowledges that it has not been induced to enter into this Agreement by any representation or warranty other than those contained in this Agreement and, having negotiated and freely entered into this Agreement, agrees that it will have no remedy in respect of any other such representation or warranty except in the case of fraud.

18. Rights etc Cumulative and Other Matters

18.1 The rights, powers, privileges and remedies provided under any provision of this Agreement are cumulative and are not exclusive of any rights, powers, privileges or remedies provided under any other provision of this Agreement or by applicable Law or otherwise.

18.2 No failure to exercise nor any delay in exercising by any Party of any right, power, privilege or remedy under this Agreement will impair or operate as a waiver thereof in whole or in part.

18.3 No single or partial exercise of any right, power privilege or remedy under this Agreement prevents any further or other exercise thereof or the exercise of any other right, powers, privilege or remedy.

19. Further Assurance

At any time after the date hereof each of the Parties must, at the request and cost of the requesting Party, execute or procure the execution of such documents and do or procure the doing of such acts and things as the Party so requiring may reasonably require for the purpose of giving to the Party so requiring the full benefit of all the terms and conditions of this Agreement.

20. Invalidity

If any provision of this Agreement is held to be illegal, void, invalid or unenforceable under the applicable Laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Agreement in that jurisdiction is not affected, and the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction is not affected.

21. Costs

Subject to any express provision in this Agreement to the contrary, each Party must pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of this Agreement.

22. Counterparts

This Agreement may be executed in any number of counterparts, which together constitute one Agreement. Any Party may enter into this Agreement by signing or accepting any such counterpart.

23. Notices

23.1 Any notice (which term in this clause 23 includes any other communication) required to be given under this Agreement or in connection with the matters contemplated by it must, except where otherwise specifically provided, be in writing in the English language.

23.2 Any such notice must be addressed as per the Parties’ details set out on the first page of this Agreement (as updated from time to time in accordance with clause 23.3) and may be:

23.2.1 personally delivered, in which case it is deemed to have been given upon delivery at the relevant address if it is delivered not later than 17.00 hours on a Business Day, or, if it is delivered later than 17.00 hours on a Business Day or at any time on a day which is not a Business Day, at 09.00 hours on the next Business Day;

23.2.2 if within the same country, sent by first class pre-paid post (or equivalent), in which case it is deemed to have been given two (2) Business Days after the date of posting;

23.2.3 if from one country to another country, sent by pre-paid airmail or by air courier, in which case it is deemed to have been given seven (7) Business Days after the date of posting in the case of airmail or two (2) Business Days after delivery to the courier in the case of air courier; or

23.2.4 sent by facsimile, in which case it is deemed to have been given when despatched, subject to confirmation of uninterrupted transmission by a transmission report, provided that any notice despatched by facsimile after 17.00 hours on any Business Day or at any time on a day which is not a Business Day is deemed to have been given at 09.00 on the next Business Day.

23.3 A Party may notify the other Party of any change to the address specified at the beginning of this Agreement, provided that such notification is only effective on the date specified in such notice or five (5) Business Days after the notice is given, whichever is later.

24. Relationship of the Parties

24.1 Each of the Licensee and the Licensor are independent contractors.

24.2 Nothing in this Agreement constitutes, or will be deemed to constitute, a partnership between the Parties or any Party the agent of the other Party for any purpose.

24.3 Subject to any express provision in this Agreement to the contrary, neither Party has any right or authority to and must not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the other Party or bind the other Party in any way.

25. Third Party Rights

25.1 Each Licensor Group Member is entitled to enforce against the Licensee Group the rights and benefits conferred on the Licensor by this Agreement, including the limitations and exclusions of liability in clause 13.

26. Governing Law and Jurisdiction

26.1 This Agreement is governed by, and must be construed in accordance with, the laws of New South Wales.

26.2 In relation to any legal action or proceedings to enforce this Agreement or arising out of or in connection with this Agreement (Proceedings) each of the Parties irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that the Proceedings have been brought in an inconvenient forum.