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Software Licence Agreement and Billing Terms

Boost.Box Software Licence Agreement and Billing Terms

Last Updated: 01-08-2024

This Software Licence Agreement ("Agreement") is a legal agreement between you ("Licensee") and Click Profits International Pty Ltd ("Licensor") for the use of Boost.Box ("Software"). By using the Software, you agree to be bound by the terms of this Agreement.

1. Definitions

"Software" refers to the Boost.Box software application provided by Licensor. 1.2 "Subscription Plan" refers to the tiered pricing plans available for the Software, including Lift Off, Ascent, and Orbit. 1.3 "Services" refers to the support and maintenance services provided with the Software.

2. Licence Grant

Subject to the terms and conditions of this Agreement, Licensor grants Licensee a non-exclusive, non-transferable right to access and use the Software solely for Licensee’s internal business operations.

3. Licence Restrictions

Licensee shall not:

  • Modify, copy, or create derivative works based on the Software.
  • Disassemble, reverse engineer, or decompile the Software.
  • Use the Software to build a competitive product or service.
  • Sell, resell, rent, lease, or sublicense the Software to any third party.

4. Subscription and Billing

Subscription Plans: Licensee agrees to pay all fees specified in the selected Subscription Plan. Subscription fees are based on the number of search queries and features included in the plan.

Billing and Payment:

  • Subscription fees will be billed in advance on a monthly basis.
  • Payments are due within 30 days from the invoice date.
  • Licensee must provide valid and updated payment information.
  • Licensor reserves the right to suspend access to the Software for non-payment.

Additional Charges: Licensee will be billed for any additional search queries beyond the included amount in the Subscription Plan. For the Orbit plan, additional queries are billed at $20 per 1,000 queries.

Taxes: All fees are exclusive of taxes, and Licensee is responsible for paying any applicable taxes.

5. Term and Termination

  • Term: This Agreement begins on the date Licensee first uses the Software and continues until terminated.
  • Termination for Convenience: Either party may terminate this Agreement at any time with 30 days' written notice.
  • Termination for Cause: Licensor may terminate this Agreement immediately if Licensee breaches any term of this Agreement and fails to cure the breach within 10 days after receiving written notice.
  • Effect of Termination: Upon termination, Licensee must cease all use of the Software and delete all copies in its possession.

6. Confidentiality

Each party agrees to protect the confidential information of the other party with the same degree of care it uses to protect its own confidential information and not to disclose such information to any third party except as required by law.

7. Warranties and Disclaimers

  • Limited Warranty: Licensor warrants that the Software will perform substantially in accordance with the documentation under normal use.
  • Disclaimer: Except as expressly provided herein, the Software is provided "as is" and Licensor disclaims all warranties, express or implied, including any implied warranties of merchantability and fitness for a particular purpose.

8. Limitation of Liability

To the fullest extent permitted by law, Licensor shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from Licensee’s use of the Software.

Licensor’s total liability for any claim under this Agreement shall not exceed the amount paid by Licensee to Licensor for the Software in the 12 months preceding the claim.

9. Governing Law

This Agreement is governed by and construed in accordance with the laws of Queensland, Australia. Any disputes arising out of or relating to this Agreement shall be resolved in the courts of Queensland, Australia.

10. General Provisions

  • Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
  • Amendments: Any amendments to this Agreement must be in writing and signed by both parties.
  • Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
  • Waiver: The failure of either party to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.

11. Contact Information

For any questions about this Agreement, please contact us at support@boost.box.