Background
Quiz Meisters Pty Ltd wishes to license the “Quiz Pack/s” to the Licensee and the Licensee desires to purchase the “Quiz Pack/s” under the terms and conditions stated below.
IN CONSIDERATION OF the provisions contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
License
1. Under this Agreement Quiz Meisters Pty Ltd grants to the Licensee a non-exclusive and non-transferable license (the “License”) to use Quiz Meisters “Quiz Pack/s” for “single use” only.
2. “Quiz Pack/s” include the executable computer program and any related printed, electronic and online documentation and content and any other files that may accompany the product.
3. “Single use” refers to the one-time presentation of the Quiz Pack content, whether it be for private or public use, for profit, fundraising or entertainment purposes. Multiple use of the same Quiz Pack requires written permission from Quiz Meisters and a multi-use license.
4. Title, copyright, intellectual property rights and distribution rights of the Quiz Pack/s remain exclusively with Quiz Meisters. Intellectual property rights include the look and feel of the Quiz Pack/s. This Agreement constitutes a licence for use only and is not in any way a transfer of ownership rights to the Quiz Pack/s.
5. The Quiz Pack/s may be loaded onto no more than one computer. A single copy may be made for backup purposes only.
6. The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Quiz Pack/s for use by one or more third parties.
7. The Quiz Pack/s may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.
8. Failure to comply with any of the terms under the Licence section will be considered a material breach of this Agreement.
License Fee
9. The purchase price of $145.00 per Quiz Pack paid by the Licensee will constitute the entire licence fee and is the full consideration for this Agreement.
Limitation of Liability
10. The Quiz Pack/s is provided by Quiz Meisters and accepted by the Licensee "as is". Liability of Quiz Meisters will be limited to a maximum of the original purchase price of the Quiz Pack/s. Quiz Meisters will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Quiz Pack/s.
11. Quiz Meisters makes no warranty expressed or implied regarding the fitness of the Quiz Pack/s for a particular purpose or that the Quiz Pack/s will be suitable or appropriate for the specific requirements of the Licensee.
12. Quiz Meisters does not warrant that use of the Quiz Pack/s will be uninterrupted or error-free. The Licensee accepts that Quiz Pack/s in general is prone to bugs and flaws within an acceptable level as determined in the industry.
Warrants and Representations
13. Quiz Meisters warrants and represents that it is the copyright holder of the Quiz Pack/s. Quiz Meisters warrants and represents that granting the licence to use this Quiz Pack/s is not in violation of any other agreement, copyright or applicable statute.
Acceptance
14. All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee ("Acceptance") upon execution of this Agreement.
User Support
15. No user support or maintenance is provided as part of this Agreement.
Term
16. The term of this Agreement will begin on Acceptance and is perpetual.
Termination
17. This Agreement will be terminated and the Licence forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. On termination of this Agreement for any reason, the Licensee will promptly destroy the Quiz Pack/s or return the Quiz Pack/s to Quiz Meisters.
Force Majeure
18. Quiz Meisters will be free of liability to the Licensee where Quiz Meisters is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where Quiz Meisters has taken any and all appropriate action to mitigate such an event.
Additional Clauses
19. The Quiz Meisters Quiz Pack/s are for single-use only.
Governing Law
20. The Parties to this Agreement submit to the jurisdiction of courts of the State of Queensland for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the State of Queensland.
Miscellaneous
21. This Agreement can only be modified in writing signed by both Quiz Meisters and the Licensee.
22. This Agreement does not create or imply any relationship in agency or partnership between Quiz Meisters and the Licensee.
23. Headings are inserted for the convenience the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
24. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforce and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
25. This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
26. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon Quiz Meisters's successors and assigns.