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+# SLYR End User License Agreement
+
+## Version 1.2
+
+This Licensing Agreement ('Agreement') is made by and between:
+
+**North Road Consulting Pty Limited ABN 80 769 844 078 of 21 Kiel Mountain Rd, Woombye QLD 4559** ('North Road')
+and license holders of the SLYR QGIS Plugin Tool ('the licensee').
+
+*The parties have agreed that North Road will license the Software to the Licensee and will provide upgrades and
+updates (if any) to the Software in consideration for the License Fee. In consideration of the mutual covenants, terms,
+and conditions set out in this Agreement, the parties agree as follows:*
+
+### 1. License
+
+1.1. Subject to the Licensee’s continued compliance with all the terms of this Agreement (including, without limitation,
+payment of all fees payable under this Agreement), North Road grants the Licensee a non-exclusive, non-transferable
+license (and accordingly does not allow sublicensing of the Software to any other party) to:
+
+a. use the Software within the scope of the License Type; and
+
+b. install or imbed copies of the Software in accordance with the License Type.
+
+1.2. North Road reserves the right to amend or vary the terms of this Agreement. If North Road varies or amends this
+Agreement in accordance with this provision, North Road will provide the Licensee with a written copy of the variation
+or amendment to this Agreement via the SLYR software. Any variation or amendment of this Agreement in accordance with
+this provision will take immediate effect and where the Licensee continues to use the Software, it confirms its
+agreement with the amended terms.
+
+### 2. Restrictions
+
+2.1. The Software is owned by North Road and is copyrighted and licensed, not sold. The Licensee receives no title to or
+ownership of any copy of the Software itself and any Intellectual Property Rights contained in the Software continues to
+be at all times owned by North Road. The Licensee receives no rights to the Software other than those specifically
+granted in clause 1.
+
+2.2. Unless it is in accordance with this Agreement, or North Road provides its written consent, the Licensee must not,
+and must not permit any of its officers, employees, agents, contractors, or related companies to:
+
+a. modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the Software or
+its associated content; or
+
+b. use the Software or its content for the purpose of service bureau, time-sharing, web-hosting, software as a service,
+cloud or other service or technology or in any way allow third parties to exploit the Software;
+
+c. reverse engineer, disassemble or decompile or otherwise attempt to derive any of the Software’s source code; or
+
+d. remove, alter or obscure any proprietary notices, labels or marks in the Software or North Road’s terms of use or
+privacy policy contained in the Software.
+
+2.3. The parties acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, no license is
+granted (whether expressly, by implication or otherwise) under this Agreement for use of the Software beyond the
+applicable Term or outside the scope of the applicable License Type.
+
+2.4. The Licensee warrants that it will reproduce all copyright notices and other legends of ownership on each copy, or
+partial copy, of the Software.
+
+### 3. Updates and Upgrades
+
+3.1. Subject to clause 1 and subject to the Licensee ensuring its equipment, hardware and software complies with the
+Specifications, North Road may (if required) provide upgrades and updates to the Software to the Licensee.
+
+3.2. For the purpose of providing the Licensee with upgrades and updates to the Software, the Licensee must ensure that
+all the software, data or other information has been backed-up and no data loss as a result of an update will be held as
+North Road’s responsibility.
+
+3.3. The Licensee agrees and acknowledges North Road is not liable for:
+
+a. any damage caused to the Licensee’s equipment (inclusive of, without limitation, any hardware or software of the
+Licensee); or
+b. any costs, damage or delay arising from the upgrades and updates to the Software.
+
+3.4. If, during the provision of upgrades and updates, North Road determines that additional services are required that
+are:
+
+a. not part of the upgrades and update;
+
+b. services that arose out of the Licensee’s modifications to the Software; or
+
+c. arose out of the Licensee breaching one of the restrictions set out in clause 2 of this Agreement;
+(“Additional Services”), the Licensee will be liable to pay North Road for such Additional Services, based on the normal
+charge out rates for the North Road representatives undertaking those Additional Services.
+
+### 4. Payment
+
+4.1. The Licensee will pay North Road the License Fee for the software prior to delivery of the Software.
+
+### 5. Warranties
+
+5.1. North Road warrants that, during the Term of this Agreement, the Software will perform materially as described in
+the Specifications.
+
+5.2. North Road warrants that it is the owner of the Software and each and every component of the Software, or, it is
+the recipient of a valid license of the Software, and it has and will maintain the full power and authority to grant the
+license and Intellectual Property Rights granted in this Agreement without the further consent of any third party.
+
+5.3. Each party warrants that it has the full right and authority to enter into, execute, and perform its obligations
+under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse
+impact on its ability to perform as required by this Agreement.
+
+5.4. Except for the express warranties specified in this clause 5 and the statutory warranties contained in the
+*Competition and Consumer Act 2010* (Cth), North Road makes no warranties, either express or implied, including without
+limitation any implied warranties of merchantability or fitness for a particular purpose. North Road does not warrant
+that the Software will operate uninterrupted or error-free, or that North Road will correct all Software defects. The
+Licensee is responsible for the results obtained from the use of the Software. The Licensee agrees and acknowledge North
+Road provides no warranty regarding, and will have no responsibility for, any claim arising out of:
+
+a. a modification of the Software made by anyone other than North Road, unless North Road approves such modification in
+writing; or
+
+b. use of the Software in combination with any operating system not authorized in the Specifications or with hardware or
+software specifically forbidden by the Specifications.
+
+5.5. Notwithstanding anything in this Agreement, if the *Competition and Consumer Act 2010* (Cth) provides that there is
+a guarantee in relation to any good or service supplied by North Road in connection with this Agreement and North Road’s
+liability for failing to comply with that guarantee cannot be excluded, but may be limited, then the limitation in
+clause 7 and any other limitation on North Road’s liability under this Agreement do not apply to that liability and
+instead North Road’s liability for such failure is limited to, at North Road’s option:
+
+a. in the case of products the lesser of the following:
+
+i. the replacement of the products or the of supply of equivalent products; or
+
+ii. the repair of the products; or
+
+iii. the payment of the cost of replacing the products or acquiring equivalent products; or
+
+iv. the payment of the cost of having the products repaired; or
+
+b. in the case of services:
+
+i. the supply of the services again; or the payment of the cost of having the services supplied again.
+
+### 6 Indemnities
+
+6.1. The Licensee will indemnify, defend, and hold North Road harmless against any loss, injury, death, cost, damage,
+claim, suit or proceeding caused by, arising out of or in connection with the Licensee breaching the terms of this
+Agreement.
+
+### 7 Limitation of Liability
+
+7.1. The aggregate liability of North Road, its employees, sub- consultants and related bodies corporate to the Licensee
+arising out of or in connection with or relating in any manner to the performance or non-performance of obligations in
+connection with this Agreement or the use of the Software, whether based in contract, tort (including negligence),
+equity, statute, or on any other basis in law or equity, is limited to the license fee payable by the Licensee at the
+time of the claim (“Liability Limitation”).
+
+7.2. The Liability Limitation does not apply to:
+
+a. liability arising from North Road’s fraudulent or wilful misconduct; or
+
+b. liability which by law North Road cannot contract out of.
+
+7.3. Notwithstanding any contrary provision in this Agreement, in no circumstances shall either North Road or the
+Licensee be liable for:
+
+a. pure economic losses that extend beyond the reasonable contemplation of the parties at the time of entering into the
+contract (there is no liability for indirect or special losses); or
+
+b. any pure economic loss that relates to or comprises a claim for loss of profits of any kind, loss or corruption of
+data, interruption of business, loss of customer or clients and customer and/or client losses, increase in operational
+expense or overhead expense, loss of revenue of any kind or additional costs of funds or any other form of damages (
+liquidated or others) under any other agreement.
+
+### 8 Notices
+
+8.1. A notice or other communication ("notice") connected with this Agreement has no legal effect unless it is in
+writing and is:
+
+a. delivered by hand at the address of the representative of the party; or
+
+b. sent by e-mail to the e-mail address of the representative of the party and is acknowledged by the representative of
+the party either by e-mail or post.
+
+8.2. A notice is deemed given and received:
+
+a. if delivered by hand, upon delivery; or
+
+b. if the representative of the party sends an acknowledgement that the e-mail was received.
+
+c. A party may change its address or by giving notice of that change to each other party.
+
+### 9 General
+
+9.1. This Agreement is to be governed by the law in force in Queensland, Australia. Each party submits to the exclusive
+jurisdiction of the courts of Queensland, Australia.
+
+9.2. A right created by this Agreement cannot be waived except in writing signed by the party entitled to that right.
+Delay by a party in exercising a right does not constitute a waiver of that right, nor will a waiver (either wholly or
+in part) by a party of a right operate as a subsequent waiver of the same or of any other right of that party.
+
+9.3. If any provision of the Agreement is held to be unenforceable, invalid, void or illegal for any reason, then that
+provision will to the extent possible be deemed to have been severed and omitted from the Agreement without affecting
+the enforceability, validity or legality of the remaining provisions (or parts of those provisions) which will continue
+in full force and effect.
+
+9.4. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent
+of the other and neither may bind the other in any way.
+
+### 10 Definitions
+
+In this Agreement the following terms have the following defined meanings:
+
+**“Agreement”** means this contract between North Road and the Licensee which is formed once the Software is delivered
+to the Licensee or payment of the invoice is remitted by the Licensee to North Road (whichever occurs first).
+
+**“Commencement Date”** means date of supply of the Software for the Initial Term
+
+**“Intellectual Property Rights”** means any intellectual or industrial property rights, whether registered or
+unregistered, including:
+
+a. all patents, trade-marks, copyright, designs, trade secrets, know-how and other rights in any design, materials,
+processes, documents and methods of working; and
+
+b. all licenses and other rights to use or to grant the use of those items in a);
+
+and includes any modifications, enhancements, developments made or arising out of the same, but excluding Moral Rights.
+
+**“License Fee”** means the fee set out in Schedule 2 which is payable by the Licensee to North Road to purchase a
+license to use the Software.
+
+**“Licensee”** means the party to whom the Software is delivered and identified in the invoice submitted by North Road.
+
+**“Moral Rights”** has the meaning given in the *Copyright Act 1968 (Cth)*.
+
+**“Specifications”** means the Software technical specifications requirements set out in Schedule 1, all of which may be
+updated by North Road by written notice.
+
+**“Software”** means SLYR and any content associated with, developed from or created by the software application.
+
+### Schedule 1 – Specifications
+
+A SLYR license entitles the licensee to installations accessible for up to 20 staff, within one single physical
+workplace location. For the purposes of remote or “work from home” users, these users are entitled to utilize the
+license attached to their usual workplace office location.
+
+### Schedule 2 - License Fee
+
+A SLYR license single workplace license has been provided free of charge as a recognition of the work you are undertaking for the planet. This can be revoked at the behest of North Road at any time.