Between: Agricultural Business Research Institute ABN 59 781 301 088 of Short Run, University of New England, ARMIDALE NSW 2351 (Licensor);

And:"You". In this document You and Your means the natural person(s) or legal entity which has entered into a licence to use any Software and Materials owned by the Licensor.

1.1 References to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulations issued under, the legislation.

1.2 Words denoting the singular include the plural and vice versa; words denoting individuals or persons include bodies corporate and vice versa; references to documents or agreements also mean those documents or agreement as changed, novated or replaced, and words denoting one gender include all genders.

1.3 References to a party are intended to bind their executors, administrators and permitted transferees.

1.4 The Licence and these Terms and Conditions will be governed by the laws of New South Wales, Australia. You agree to submit to the non-exclusive jurisdiction of the courts of New South Wales in the event of a dispute arising out of, or in connection with the Licence or these Terms and Conditions.

2.1 Your Account may require you to pay a License Fee to the Licensor during the Term, on the terms associated with your Account type.

2.2 The Licence Fee may be varied from time to time by the Licensor. The Licensor will notify you in writing of any variation in the Licence Fee at least 30 days before the variation takes effect.

2.3 If You do not pay the Licence Fee as and when it falls due then the Licensor reserves the right to terminate the Licence in accordance with the terms of clause 13.

4.1 You acknowledge and agree that the Licensor is the owner of all IPR in the Software and the Materials.

4.2 In consideration of the payment by You to the Licensor of the Licence Fee the Licensor grants to You for the Term a personal, worldwide, non-exclusive, non-transferable Licence (without the right to sublicence) to use the Software.

4.3 You accept the Licence granted to You in the clause above.

4.4 You must not alter, remove or obscure any trade mark or copyright symbol or legend or other proprietary mark on the Software and the Materials.

4.5 You are responsible for obtaining all approvals necessary to exercise Your rights under this Licence.

4.6 You may access and use the Software on multiple devices.

4.7 You do not have any rights to the source code or algorithms of the Software, nor to use, reproduce, modify or otherwise exercise the IPR subsisting in the Software or any database that the Software may create as a result of Your use of the Software.

4.8 You acknowledge that:

1. the Licensor may change the Software in minor or substantial and material ways in updates, patches, recalibrations or later versions. You acknowledge that such changes may modify the Software's functionality, but unless the changes render the Software unfit for the Purpose, You shall not be entitled to any refund of the Licence Fee;

2. the Licensor may cease to offer the Software on the giving to the Licensee a minimum of 90 days' notice;

3. the Licensor may release software which is capable of fulfilling the Purpose which has different fees and/or functionality to the Software.

5.1 You acknowledge that You may elect to link your Account to a Tenant, and that Your access to the Software and use of the Software may be governed by the membership rules, guidelines and specifications of that Tenant.

5.2 You acknowledge that any data that You share with the Tenant may be subject to a license agreement with the entity that controls the Tenant.

6.1 The Licensor acknowledges that the Livestock Data and resultant intellectual property, whether collected by the User or Tenant, provided by You for use in the Software during the operation of the Licence is the property of the User.

6.2 You grant to the Licensor a perpetual, non-exclusive, royalty-free, world-wide licence to use, display, reproduce, modify, aggregate and otherwise exercise IPRs in the Livestock Data for all purposes associated with operating the Licensor's entity.

6.3 You warrant that you hold all necessary permissions to use and share the Livestock Data for use in the Software and to grant the license in clause 6.2. You agree to indemnify and keep the Licensor indemnified against any and all loss, costs and expenses arising out of Your breach of this clause.

6.4 You may, at your own discretion grant licenses to third parties (e.g. breed societies, genetic evaluation providers, etc.).

6.5 You may grant permissions to other Users within the Software to view, manage, and alter Your Livestock Data and Personal Information.

6.6 You acknowledge, in using the Software and any Results displayed within the Software under this licence, that the Licensor does not evaluate or examine the accuracy or completeness of any Livestock Data and does not guarantee the accuracy of any Results or outputs produced by the Software.

7.1 You acknowledge that the Licensor may collect, store and use your Personal Information for marketing and/or sales purposes (unless you opt out) and to display on the Software (unless you opt out).

7.2 The Licensor may not distribute, transfer, share or use Your Personal Information in any way, without Your consent.

7.3 You may request that the Licensor erases your Personal Information from the Software, except where this would violate a third-party license.

7.4 You may request that the Licensor erases your Livestock Data from the Software, subject to third-party license obligations and operational requirements.

8.1 The Parties agree to comply with all applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 ("GDPR").

8.2 The Licensor is the data controller with respect to personal data collected in connection with the Software. You are the data controller with respect to personal data You upload and process using the Software.

8.3 The Licensor shall process personal data only on documented instructions from You and shall ensure authorised persons have committed to confidentiality obligations.

8.4 The Licensor warrants appropriate technical and organisational security measures including pseudonymisation, encryption, and incident recovery processes.

8.5 The Licensor shall not engage another processor without Your prior authorisation and shall inform You of any intended changes.

8.6 The Licensor shall assist You in responding to data subject rights requests under Chapter III of the GDPR.

8.7 The Licensor shall notify You without undue delay of any personal data breach.

8.8-8.11 The Licensor shall assist with data protection impact assessments, delete or return personal data upon request, make compliance information available, and You agree to indemnify the Licensor from breaches of this GDPR clause by You.

9.1 You indemnify the Licensor against all claims, demands, losses, damages and costs arising from: (a) a breach by You of obligations under this Licence; (b) any act, default, omission, misconduct or negligence by You; (c) any third party claim arising from Your use of the Software.

9.2 You acknowledge that You have not relied on any warranties other than those set out in this Agreement.

9.3 The Licensor warrants it has the right to license the Software and Materials to You.

9.4 The Licensor makes no warranty regarding: (a) the Software's fitness for a particular purpose; (b) the accuracy of any Results; (c) uninterrupted operation; and (d) excludes all implied terms to the fullest extent permitted by law.

10.1 Other than in respect of confidentiality breaches, IPR infringement, indemnification obligations, or wilful misconduct, neither party will be liable for consequential, special or punitive damages and each party's cumulative direct damages will be limited to the Licence Fee in the prior 12 month period.

10.2 To the maximum extent permitted by law You assume all risk as to the Software's use, quality and performance.

13.1 Your licence continues for the period covered by the Licence Fee and automatically renews. You may terminate with one month's written notice. If no Licence Fee is required, You may terminate with immediate effect.

13.2 This Licence may also be terminated:

1. By either party on three months written notice;

2. Immediately by either party if the other is in default and fails to remedy within one calendar month of written notice;

3. Immediately by the Licensor upon: winding up application, appointment of receiver, assignment for creditors, institution of liquidation proceedings, failure to pay within 14 business days, irremediable breach, or written agreement.

13.3 Upon termination: (a) You are not released from prior liabilities; (b) Licence Fees are non-refundable; (c) unpaid fees remain due; (d) all rights terminate and You must cease use and return/destroy Materials; (e) the Licensor will provide Your Livestock Data transfer.

14.1 Disputes must first be addressed by conferring within 5 Business Days, then referred to mediation if not resolved within 15 Business Days.

14.2 A mediator must be appointed within 20 Business Days, failing agreement, by the President of the Law Society of New South Wales.

14.3-14.9 Mediation is non-binding unless agreed in writing. Confidentiality applies. Neither party may commence court proceedings until mediation ends (except for injunctive relief). Costs are shared equally. No disparaging remarks may be published until dispute processes are exhausted.