Licensor: Tentech Pty Ltd, 622 386 725, Suite 210/18-20 Dale Street, Brookvale, NSW 2100 Australia. 
Licensee: The end user or entity accessing or using the Software, as identified in the order documentation. 

 
1. License Grant
The Licensor grants the Licensee a non-exclusive, non-transferable, and non-sublicensable right to install and use the Software solely for internal business operations, subject to the terms of this Agreement and any applicable order form or subscription.
 
2. Ownership
The Software is licensed, not sold. All rights, title, and interest - including intellectual property - remain solely with the Licensor and/or its licensors.
 
3. Enterprise Use
The Licensee may authorize its employees and contractors to use the Software in accordance with this Agreement. The Licensee is responsible for ensuring compliance by all users.
 
4. Term and Termination
4.1 Termination for Default  
Either party may terminate this EULA if the other party:  
a.    becomes insolvent; or  
b.    has a receiver or receiver manager appointed with respect to it or any of its assets.  
Without prejudice to any right or remedy of the non-breaching party, either party may terminate this EULA for material breach by written notice, effective ten (10) days after delivery of such notice unless the breaching party cures the breach within that period.
4.2 Effect of Termination or Expiration  
Upon any termination or expiration of this EULA, or of any license granted hereunder:
a.    all Software licenses granted to the Licensee shall immediately terminate;
b.    the Licensee shall immediately cease all use of the Software; and
c.    the Licensee shall either deliver to the Licensor or destroy all copies of the Software, Documentation, and any Confidential Information of the Licensor in its possession or control.
Within fifteen (15) days of termination or expiration, an authorised representative of the Licensee must provide written certification that all such materials have been returned or destroyed. Any provisions of this EULA that by their nature extend beyond termination or expiration shall survive and remain in effect.
 
5. License Restrictions
5.1 General Restrictions  
The Licensee shall not, and shall not permit any third party to:
a.    assign, transfer, give, distribute, reproduce, transmit, sell, lease, license, sublicense, publicly display or perform, redistribute or encumber the Software by any means to any party;
b.    rent, loan, or use the Software for service bureau or time-sharing purposes, or permit other individuals or entities to create Internet “links” to the Software or “frame” or “mirror” the Software on any other server or wireless or Internet-based device, or in any other way allow third parties to access, use, and/or exploit the Software;
c.    use the Software, in whole or in part, to create or offer a competing product or service;
d.    charge a fee to any party for access to or use of the Software;
e.    use the Software in a manner inconsistent with the License Documents.
5.2 Further Restrictions  
The Licensee shall not:
- disclose the results of any benchmark, performance testing, evaluation, or analysis of the Software to any third party;
- use the Software in any environment that requires fail-safe performance, including but not limited to:
a.      online control of aircraft, air traffic, aircraft navigation, or aircraft communications;
b.      the design, construction, operation, or maintenance of any nuclear facility;
c.      medical or surgical applications;
d.      any system where failure could result in personal injury or death.
- Except as expressly permitted under applicable law, the Licensee shall not modify, adapt, translate, reverse engineer, decompile, disassemble, decrypt, port, emulate the functionality, reverse compile, reverse assemble, or otherwise attempt to discover any source code or underlying structures, ideas, or algorithms of the Software, or any confidential information or trade secret related to it.
5.3 Derivative Works and Improvements  
The Licensee is prohibited from using the Software to create any change, translation, adaptation, arrangement, addition, modification, extension, upgrade, update, improvement (including patentable improvements), new version, or any other derivative work of or to the Software.
5.4 Interfacing and Interactive Software  
The Licensee may not permit any third-party or unlicensed software products to interface or interact with the Software unless such interaction occurs solely through the use of application programming interfaces (APIs) provided or expressly authorised in writing by the Licensor.

5.5 Territorial Use Restriction 

The Licensee is granted the right to install and use the Software only within Australia and New Zealand. The Software may not be accessed, used, installed, or deployed by any entity, affiliate, or user located outside of these territories without the prior written consent of the Licensor. Any such unauthorised use shall constitute a material breach of this Agreement. 

 
6. License Refresh 
The Licensee acknowledges and agrees that the Software license must be refreshed on an annual basis. This refresh is a routine administrative step, typically requiring no action from the Licensee other than maintaining an active internet connection or accepting a notification prompt. The refresh does not alter the scope, pricing, or terms of the license, and is solely intended to confirm continued authorization for use. Failure to complete the refresh may result in temporary suspension of access until the process is completed.

​

7. Compliance and Audit
7.1 Audit  
During the term of this EULA and for a period of twelve (12) months thereafter, the Licensee shall maintain complete and accurate records necessary to verify compliance with this Agreement. Upon written request by the Licensor, the Licensee agrees to complete and return, within thirty (30) days, a self-audit questionnaire, along with a certification signed by an authorised representative confirming the accuracy of the Licensee’s responses. In addition, the Licensor may, no more than once per calendar year, conduct an audit of the Licensee’s systems, and records to verify such compliance. The Licensee shall provide access and cooperation as reasonably requested, including but not limited to, server and database access, system usage logs, and configuration documentation.
7.2 Noncompliance  
If any audit reveals that the Licensee is not in compliance with the terms of this Agreement, the Licensee shall immediately:
a.    purchase sufficient Software licenses at the Licensor’s then-current list price to rectify the noncompliance; and
b.    reimburse the Licensor for any reasonable audit-related expenses incurred.  
Compliance with all terms and restrictions of this Agreement is solely the responsibility of the Licensee.
 
8. Confidentiality
Each party must protect the other’s confidential information and not disclose it to any third party without written consent, except as required by law.
 
9. Warranties
The Licensor warrants that, during the Subscription Term, the Software will materially conform to its published documentation when used as intended. In the event of any material non-conformance, the Licensor will use commercially reasonable efforts to correct the defect or provide a suitable workaround.
This warranty does not apply to any issues resulting from: (a) modifications by anyone other than Licensor; (b) use of the Software with unsupported third-party systems; or (c) misuse or failure to follow instructions.
To the extent permitted by law, this limited warranty is exclusive and replaces all other warranties, whether express or implied. Licensor does not warrant that the Software will be uninterrupted or error-free.
 
10. Disclaimer
Except for the express warranty above, the Software is provided “as is” and the Licensor disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
 
11. Limitation of Liability
To the maximum extent permitted by law:
- The Licensor's total aggregate liability is limited to the fees paid for the Software in the 12 months preceding the claim.
- The Licensor shall not be liable for indirect, incidental, special, or consequential damages (including loss of profit, data, or business).
 
12. Indemnity
The Licensee agrees to indemnify and hold harmless the Licensor from claims arising from:
- Breach of this Agreement
- Misuse of the Software
- Violation of third-party rights
 
13. Governing Law and Jurisdiction
This Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the exclusive jurisdiction of its courts.
 
14. Entire Agreement
This Agreement, together with any applicable order forms, constitutes the entire agreement between the parties and supersedes all prior agreements, proposals, or communications.
 
15. Amendments
Any changes to this Agreement must be made in writing and signed by both parties.
 
16. Survival
Clauses related to confidentiality, indemnity, limitation of liability, and governing law shall survive termination.

​

17. Resale of Third Party Software
The use of any Third Party Software resold by Tentech to the Licensee will be governed by a licence agreement between the Third Party Software owner and the Licensee. Tentech does not provide any warranties related to the Third Party Software. Tentech has no liability or obligation to the Licensee related to the Third Party Software.
 
18. Acceptance
By installing, accessing, or using the Software, the Licensee agrees to be bound by this Agreement.