Software License & Service Agreement

TERMS AND CONDITIONS
1. PWJ Solutions Pty Ltd ACN 629 826 786 trading as My Coffee Counts (‘MyCC’ / ‘MCC’) is a supplier of software products and licensed software to Food and Beverage Outlets (“Licensed Software”). Access to and use of MCC products and services are subject to the within terms and conditions at all times (the “Terms”).
2. The Licensed Software shall have the following functionality:-
  1. menu and product management;
  2. loyalty card analysis;
  3. COVID-19 contact tracing;
  4. deductible donations management (Charity to supply formal accounting advice on request).
3. You accept these Terms by installing or using the Licensed Software.
4. If you do not agree to the Terms:-
  1. you are not authorised to use the Licensed Software; and
  2. you must delete all copies of the Licensed Software in your possession; and
  3. you must return any MCC information or collateral to MCC.
LICENSED SOFTWARE
1. MCC will supply to you the Licensed Software which may include Tablet Software and Bluechain Software.
2. MCC grants to you a non-exclusive, non-transferable license to use the Licensed Software in accordance with the Terms.
3. You may install and use, and allow your employees to use, the Licensed Software on any single Tablet device for the purposes of food and beverage business specified in your Application.
4. You may, subject to MCC’s consent store or install copies of the Licensed Software excluding its source code on a storage device, such as a network server, as you reasonably require for the purpose of backup, acceptance testing, disaster recovery, security and training purposes, such consent to not be unreasonably withheld.
5. You must not:
  1. modify, reverse engineer, translate, de-compile, dissemble or create any derivative works based on the Licensed Software, Bluechain Software or any part of it;
  2. copy the Licensed Software other than as permitted by the Terms;
  3. distribute copies of the Licensed Software to any third party;
  4. sell, sub-licence, grant any interest in, or transfer any rights in the Licensed Software;
  5. permit any person other than your employees to use the Licensed Software in accordance with the Terms;
  6. remove any copyright or proprietary notices from the Licensed Software.
INTELLECTUAL PROPERTY
1. Confidential Information includes any information belonging to any party whether arising from this Software Licence Agreement or acquired in confidence and includes:-
  1. all technical and operational know how, information, techniques, processes, Intellectual Property Rights, methods of operation, data and specification, trade secrets or commercially valuable information of any type;
  2. data of all types including accounting, matter, memos, documents, designs or workflows;
  3. all information and materials created by either party to this Agreement, their employees or agents associated with or for the operation of MCC.
2. Intellectual Property Rights means all Intellectual Property Rights in any country in respect of:-
  1. existing and future copyright;
  2. trademarks and service marks;
  3. wordmarks;
  4. designs and logos;
  5. patents; and
  6. any Confidential Information.
3. You acknowledge that during the course of this Agreement you may become acquainted with or have access to Confidential Information of MCC and you agree to use that only in accordance with the Terms. You may only disclose the Confidential Information to your employees and agents who specifically require that access. Otherwise, you agree to use all reasonable endeavours to ensure that the Confidential Information is kept secret and confidential and is not used by any person for any purpose other than the Terms.
4. You acknowledge that MCC owns all Intellectual Property Rights and that you shall not obtain any ownership or right of use other than in accordance with the Terms.
5. MCC retains all right, title and interest in the Licensed Software and all related content. In no event shall any action by you transfer to you or any third party any Intellectual Property Rights, including:-
  1. trading name, domain name, business name, trademark, patent, registered design, logo or copyright;
  2. a right to use or exploit any intellectual property of MCC other than in accordance with the Terms.
INSTALLATION AND TRAINING
1. MCC shall assist you to install the Licensed Software on your Tablet or device and shall supply such training as is reasonably necessary for you to use the Licensed Software.
2. You shall install on your Tablet or device such further complimentary software (“Bluechain Software”) and MCC shall supply such training as is reasonably necessary for you to use the Bluechain Software.
3. MCC reserves the right to charge a fee for training your staff.
SUPPORT
1. MCC shall provide you with reasonable support in respect of the operation of the Licensed Software and shall provide updates of the Licensed Software within a reasonable time. MCC is under no obligation to create any update to the Licensed Software.
2. You shall be responsible for the supply and maintenance of the Tablet or other device on which the Licensed Software shall be installed. At no time shall MCC become liable for any costs of the supply or maintenance of the Tablet or any electronic device on which the Licensed Software is installed or used.
3. You shall immediately notify MCC of any defect, technical or operating errors in the Licensed Software and MCC shall use reasonable endeavours to rectify the same. In no event shall MCC incur any liability to you in respect of any defect, technical or operating errors in the Licensed Software.
4. MCC may, at its sole discretion, refuse to supply any support in respect of operational errors caused by:-
  1. improper use of the Licensed Software in any manner whatsoever;
  2. use of the Licensed Software in a manner that is not approved by MCC.
WARRANTY
1. MCC shall use reasonable endeavours to ensure that the Licensed Software performs operationally in accordance with its design.
2. You warrant that you shall only use the Licensed Software in accordance with the Terms and the instructions for use provided to you by MCC.
TERMINATION
1. MyCC may terminate this Agreement:
  1. immediately for any or no reason at the discretion of MCC;
  2. at any time after seven (7) days’ notice to you requiring you to rectify any operational or other breach and you failing to rectify that breach.
2. Immediately upon termination you shall cease all usage of the Licensed Software and shall comply with clause 1.3(b) and (c) of this Agreement.
LIMIT OF LIABILITY
1. You expressly understand and agree to use the Licensed Software supplied by MCC knowing that software is inherently complex and may from time to time contain errors. You agree that MCC shall not be liable to you, your employees or agents for any liability, claims or demands (including without limitation) damages for loss of business, profit (directly or indirectly), or any other pecuniary loss or consequential damages which may be incurred by you and in any manner arising out of the use of the Licensed Software. For the avoidance of doubt this includes, but is not limited to, loss or damage as a result of any of the following:
  1. business interruption of any nature;
  2. wages or business expense of any type;
  3. loss of reputation or future opportunity.
DISCLAIMER
1. You agree to use the Licensed Software at your own risk. The Licensed Software is provided to you in “as is” condition without warranty of any kind including that the Licensed Software will be uninterrupted or error free.
GOVERNING LAW
1. This Agreement is governed by the laws of Queensland, Australia.
2. You submit to the resolution of any dispute by the Courts of Queensland, Australia.
ASSIGNMENT
1. You must not assign this Agreement without the prior written consent of MCC.
2. MCC shall be entitled to assign this Agreement to any affiliate, associated company or other party as it may in its discretion determine.
SEVERENCE
1. If any provision in this Agreement is prohibited or unenforceable then the remaining provisions of this Agreement shall continue in full force and effect.

Last Updated: 5th November 2020.