The Licensee agrees to be bound by the terms and conditions of this agreement.

Grant of Licence
Subject to the terms of this agreement, Prime Consulting (Australia) Pty Ltd (Prime) grants you (Licensee), and Licensee accepts from Prime Corporate Registry System (the Product) onto an agreed number of machine(s) at one Site.

Payment
Payment of the license fee shall be made upon delivery of the software. Payment of any other amount owed by Licensee to Prime pursuant to this Agreement shall be paid within thirty (30) days following invoice from Prime. In the event any overdue amount owed by Licensee is not paid following ten (10) days written notice from Prime, then in addition to any other amount due, Prime may impose and Licensee shall pay a late payment charge at the rate of one percent (1%) per month on any overdue amount.

Ownership of Software
Ownership of the Licensed Product and any related trademark, trade secret, copyright, or any other intellectual property right are and will remain the exclusive property of Prime.

Ongoing Rights
During any paid Software Maintenance Service term, Prime shall provide Software Maintenance Service for the Product which consists of: Delivering subsequent releases of the Product (if any); and Using reasonable efforts to both (a) provide, within a reasonable time, workarounds for any material programming errors in the current release of the Product that are directly attributable to Prime, and (b) correct such errors in the next available release, provided Licensee provides Prime with sufficient information to identify the errors. During the paid Software Maintenance Services term, Licensee shall also be entitled to receive technical support for the current release. Technical support means assistance by telephone and electronic mail.

Ownership of Software
Ownership of the Licensed Product and any related trademark, trade secret, copyright, or any other intellectual property right are and will remain the exclusive property of Prime.

Copyright
Licensee may either (a) make one copy of the software for backup or archival purposes or (b) transfer the software to a single hard disk provided Licensee keeps the original solely for backup or archival purposes. Licensee agrees that it will not decompile, reverse engineer, disassemble, modify or alter the Prime product in any way whatsoever.

Unauthorised Usage Or Distribution
Licensee may not, weather through deliberate or negligent act or act of omission: (a) distribute or cause the distribution of the product to any third party other than an Authorised User; or (b) directly access or use any Embedded Software independently of the product.

Termination
Support and Maintenance is effective until terminated by either Prime or the Licensee. However, Prime may terminate this agreement without notice should you breach any of the above conditions. Should the Licensee terminate Support and Maintenance, a letter stating the termination should be forwarded to Prime within 7 days of the Support and Maintenance fee becoming due.

Support
Prime will provide unlimited telephone and email support at no charge to the Licensee during the period to which the fee relates provided that Licensee has paid the applicable support and maintenance fee. Prime will provide telephone and email support during the hours of 9:00am to 5:30pm (Eastern Standard Time) Monday to Friday (public holidays excluded). Failure by the Licensee to pay the support and maintenance fee within 7 days of the due date shall cause the immediate release of Prime from any obligation to support the software.

Change of particulars
Prime is to be notified, in writing, of any change in the contact details of the Licensee (including address, phone, fax, and contact person details.)

No Promotion
Prime agrees that it will not, without prior written consent of the Licensee use in advertising, publicity or otherwise, the name of Licensee use in advertising, publicity or otherwise, the name of Licensee or any trade name or trademark owned by the Licensee or represent directly or indirectly, that any product or any service provided by Prime has been approved or endorsed by the Licensee.