This End User License Agreement is between PaperCut Software International Pty Ltd (ACN 124 440 400) of Ground Floor, 1 Oxley Road, Hawthorn, Victoria 3122, Australia (PaperCut), and:

Affiliate means an entity owned by, controlling, controlled by, or under common control with, directly or indirectly, an entity. For this purpose, one entity "controls" another entity if it has the power to direct the management and policies of the other entity (for example, through the ownership of voting securities or other equity interest, representation on its board of directors or other governing body, or by contract).

Agreement means the terms and conditions in this End User License Agreement and the Support Policies, and, if this is a Production License any details in the Contract Details, as may be amended by a Variation.

Authorised Platform means servers, workstations, printers, multi-function devices and mobile devices that are owned, leased or controlled by You or Your Affiliates on which the Software is designed to be used.

Confidential Information means any non-trivial non-public information however recorded, preserved, disclosed or communicated (whether directly, indirectly, orally or by writing), disclosed by either party or its Representatives to the other party or its Representatives in connection with this Agreement that is or, ought to have been, understood by the Parties, using reasonable business judgment, to be confidential. The Software and related documentation, License Keys and this Agreement, including the terms, pricing and Fees payable, are agreed to be the Confidential Information of PaperCut.

Contract Details means the details of any transaction for a Production License that relate to the Software license, including the maximum number of Users (or other license metric that is applicable to the particular Software program), the Premium Upgrade Assurance service and applicable Fees and Taxes, that are advised to You and/or are selected, or entered, by You on the Website prior to You placing Your order for the Production Licence, or to which You have otherwise agreed in writing with PaperCut.

Discloser means the party that makes a disclosure of Confidential Information.

Effective Date means:

Evaluation License means the right to use the Software in accordance with clause 4.1.

Fees means the amount payable for the relevant Software license, the Premium Upgrade Assurance service or other items acquired under the Agreement, as applicable, exclusive of Taxes.

Intellectual Property Rights means copyright, moral rights, trade mark, design rights, service marks, patent, semiconductor or circuit layout right, trade secrets, know-how, database rights or other rights in the nature of intellectual property rights (whether registered or unregistered), or any right to registration of such rights, existing anywhere in the world, or protected by statute from time to time, whether created before, on or after the Effective Date.

License Key means any form of license file, lock, password or other mechanism that may be used to control access to, or manage use of, the Software.

PaperCut Marks means all trademarks, service marks, logos or other words or symbols identifying the Software, Premium Upgrade Assurance service, PaperCut Customer Care service or PaperCut's business (whether owned by PaperCut or any PaperCut Affiliate), and all trademarks, service marks, logos or other words or symbols identifying any third party software that is licensed by the third party to Papercut and integrated in the Software.

Premium Upgrade Assurance means the services described in clause 5.

Production License means the right to use the Software in accordance with clause 4.2.

Recipient means the party that receives a disclosure of Confidential Information.

Representatives means the employees, agents, contractors of a party, or those of any Affiliate, and the professional representatives of a party providing advice in relation to this Agreement, including the lawyers, bankers, auditors, accountants and insurers of a party.

Software means the object code version of PaperCut's software program made available to You, and any Updates and Upgrades that may be made available to You by PaperCut in its discretion, under this Agreement. The term Software does not include any beta, pre-release or other special release programs.

Support Polices means PaperCut's document that describes the policies, processes and scope of support services for the Software, as are posted on the Website under the heading Support. The Support Policies may be updated by PaperCut in its discretion from time to time.

Taxes includes goods and services taxes or other sales taxes, duties, withholding taxes, levies, imposts or other charges or duties levied by any federal, state or local government which arise out of or in connection with the Software, Premium Upgrade Assurance service or this Agreement, and any interest, penalties or liabilities incurred on such amounts, but excludes taxes based on the net income of PaperCut.

Update means any bug fixes, patches or workarounds for the Software that have been produced primarily to overcome defects in the Software without significantly altering the functionality of the Software.

Upgrade means a version of the Software that has been produced primarily to extend, alter or improve the Software by providing additional functionality or performance enhancements (whether or not defects are also corrected). Upgrades do not include any software that is marketed by PaperCut as a different product. PaperCut shall determine in its discretion whether any software is an Upgrade or a different product.

User means an identifier (individual's name or generic term such as "purchasing officer") that is listed as a user in the Software's database. Any User that is defined by a generic term may only be used by a single individual. All Users from You and/or Your Affiliates who have identifiers listed as users in the Software's database are included in aggregate in the total number of Users.

Variation means any addition, deletion or substitution to any part of this Agreement that is made in accordance with this Agreement.

You (and Your) refer to the other party to this Agreement, being the entity that is the licensee of the Software.

Website means PaperCut's website from which You can acquire the Software, Premium Upgrade Assurance service, additional Software programs, add more Users or other license usage or extended Your Premium Upgrade Assurance service.

3.1 In the case of an Evaluation License, the person that installs the Software and clicks "I Agree" during the installation process warrants to PaperCut that he/she has authority to enter into this Agreement on behalf the entity that is his/her employer.

3.2 In the case of a Production License, the person that clicked "I Agree" during the sign-on process warrants to PaperCut that he/she has authority to enter into this Agreement on behalf the entity that was entered into the Company Details tab on the Website during the sign-on process.

3.3 By using the Software You accept this Agreement as from the Effective Date, and acknowledge that You are bound by the terms and conditions of the Agreement.

3.4 PaperCut may send a "proof of purchase" confirmation email or other document (Order Confirmation) after You acquire a Production License, summarising the Contract Details. If You do not notify PaperCut in writing of any discrepancy in the Contract Details as set out in the Order Confirmation within 48 hours of receiving it, then you accept the Contract Details as set out in the Order Confirmation.

Evaluation

3.5 If You requested a free of charge Evaluation License for the Software (via the Website or other means) then PaperCut will make the Software available for You to download from the Website, subject to Your acceptance of this Agreement. If You accept this Agreement then You acquire an Evaluation License, from the Effective Date until the license is terminated in accordance with clause 3.7. There is no Fee payable for an Evaluation License.

3.6 PaperCut does not provide Premium Upgrade Assurance services for Evaluation Licenses, but may, in its discretion, provide assistance, advice and error correction services to support Your evaluation of the Software.

3.7 A Evaluation License:

Upgrading to a Production License

3.8 You may upgrade an Evaluation License to a Production License by completing and agreeing the Contract Details via the sign-on process on the Website and agreeing to pay the relevant Fees and Taxes. You may also order Premium Upgrade Assurance services at the same time. The Production License and any Premium Upgrade Assurance service will be provided on the terms and conditions of this Agreement. In the case of a Production License, PaperCut will provide You with a License Key to enable You to use the Software.

Production License

3.9 Where you acquire a Production License by agreeing the Contract Details with PaperCut, including by completing the Contract Details on the sign on process, then You acquire a license for the Software in accordance with clause 4.2 and the right to receive and install any Updates for that Software that may be issued by PaperCut from time to time. You must install Updates promptly, especially Updates that have been made available for security issues. There are no additional Fees for this right to receive Updates.

Premium Upgrade Assurance

3.10 Where You ordered Premium Upgrade Assurance services in the Contract Details, upon acceptance of your order PaperCut will provide the Premium Upgrade Assurance services for 12 months from the Effective Date in accordance with clause 5.

Additional Licenses, Usage or Premium Upgrade Assurance.

3.11 If You wish to add more Software programs, add more Users or other license usage or extended Your Premium Upgrade Assurance service and such items are available from PaperCut at the time, You may order those items by completing and agreeing the relevant Contract Details with PaperCut via the Website and agreeing to pay PaperCut's then current Fees and Taxes for such items. Any such items will be provided on the terms and conditions of this Agreement.

3.12 If You do not extend Your Premium Upgrade Assurance service so that Premium Upgrade Assurance service is provide continuously, and subsequently wish to re-instate Premium Upgrade Assurance service, then You must pay PaperCut's then current support re-instatement fee in addition to the then current Fees for the Premium Upgrade Assurance service prior to the Premium Upgrade Assurance service being re-instated.

Variations

3.13 Subject to clauses 3.8 and 3.11, this Agreement, or any part of it, may be varied by the parties agreeing to the Variation in writing (and the Variation will be binding when both parties have signed the Variation).

Evaluation License

4.1 From the Effective Date until the license is terminated in accordance with this Agreement, PaperCut grants You a non-exclusive, non-transferable, limited use license solely to install and run the Software on one or more computers that are Authorised Platforms for You and your Affiliates to evaluate the Software to determine whether to acquire a Production License. Under this Evaluation License You and Your Affiliates may use the Software for testing and evaluation in a production environment prior to the termination of the Evaluation License.

Production License

4.2 Subject to PaperCut's receipt of the applicable Fees and related Taxes in accordance with the Contract Details, PaperCut grants You a non-exclusive, non-transferable, indivisible, limited use license solely to install and run the Software on one or more computers that are the Authorised Platforms, for use by You or Your Affiliates from the Effective Date until the license is terminated in accordance with this Agreement, for:

Delivery and installation

4.3 PaperCut will make the Software available for download from the Website. If You specifically request, PaperCut will ship to You a physical copy of media with the software loaded on it, at additional cost. You are responsible for copying and installing the Software on the Authorised Platforms. You must follow any instructions provided by PaperCut when installing the Software. All Software is deemed to be accepted by You upon successful installation on the first Authorised Platform.

Prohibited Actions

4.4 Nothing in this Agreement permits You to:

Compliance

4.5 You acknowledge and agree that the License Key may prevent, hinder or reduce availability of features where You are using the Software in excess of the usage rights that You have agreed to pay for.

4.6 During the period of this Agreement and for 2 years thereafter, You must permit PaperCut, or its nominee, to inspect and have access to the Software, the usage logs in the Software and to any records kept in connection with this Agreement, for the purposes of ensuring that You (and Your Affiliates) are complying with the terms of this Agreement. If PaperCut requires access to Your offices (or those of Your Affiliates) in order to access the Software or the relevant records then:

5.1 This clause 5 applies during the period when You have acquired Premium Upgrade Assurance services for a Production License.

5.2 If and when PaperCut makes an Update or Upgrade generally available to customers with Premium Upgrade Assurance services for the Software, the Update or Upgrade will be made available to You at no additional charge. You must, at your own cost, download and install the Update or Upgrade within a reasonable period.

5.3 If You (or any of Your employees or employees of any of Your Affiliates) believe that there is a defect in the Software those employees should report it to Your internal support desk personnel, and Your internal support desk personnel should report it to PaperCut's support email address 24/7 or call PaperCut's support helpline during business hours. You must ensure that Your internal support desk personnel are technical competent and trained in the use of Software. They must use reasonable efforts to resolve the issue prior to contacting PaperCut for assistance.

5.4 PaperCut will use its best efforts to provide a remedy or a workaround for any defect in the Software that is reported to its support helpline in a timeframe that is reasonable given the nature of the issue and the impact on Your business operations.

5.5 PaperCut shall have no obligation to provide Premium Upgrade Assurance services:

5.6 PaperCut shall have no obligation to provide Premium Upgrade Assurance services where faults arise from:

5.7 If it is necessary for PaperCut to attend Your (or Your Affiliates') premises to provide Premium Upgrade Assurance services, or PaperCut determines that the work it performed in relation to a logged issue was caused by any of the items in clause 5.6, then You must pay for such work at PaperCut's then current Fees and charges as well as any expenses (and travel time) incurred by PaperCut in performing such work.

6.1 PaperCut will provide You with the ability to download the Software from our Website as an Evaluation License for use in accordance with this Agreement without charge.

6.2 Where You agree on the Contract Details to pay the Fees, charges and Taxes for any Production License, Premium Upgrade Assurance, additional Software, additional Users or extended usage rights, further period of Premium Upgrade Assurance or other thing acquired under this Agreement by credit card (or other online payment mechanism supported by PaperCut) then you must complete the relevant details and authorizations stated on the Website. PaperCut will provide you with a tax invoice/receipt promptly following receipt of Your payment.

6.3 Where You agree on the Contract Details to pay the Fees, charges and Taxes for any Production License, Premium Upgrade Assurance, additional Software, additional Users or extended usage rights, further period of Premium Upgrade Assurance or other thing acquired under this Agreement following receipt of a tax invoice, PaperCut will provide You with a tax invoice for the Fees and Taxes at the start of the license or the supply of the service and You must pay this tax invoice within 14 days of receipt.

6.4 You are solely responsible for ensuring that PaperCut receives the net amount of the Fees for any transaction under this Agreement, including:

6.5 You irrevocably authorize PaperCut to deduct from your credit card (or any debit card accepted by PaperCut) any amount due and payable under this Agreement without further reference to You.

6.6 You must pay a late charge for any failure to make any payment by the date required under the Agreement, calculated daily using a rate that is 4% over the Reserve Bank of Australia's Cash Rate, from the date that the payment first becomes overdue, to the date that the payment is received by PaperCut, both dates inclusive.

6.7 If any Fee, charge or Tax is not received by the required date, PaperCut may suspend Your access to the Software or suspend or cease providing services to You until the outstanding amounts (including applicable late charges, damages, costs and expenses) are paid. You do not have any claim for breach of contract or otherwise for any action taken by PaperCut under this clause.

7.1 You acknowledge and agree that PaperCut is the owner and/or licensee of the PaperCut Marks. You do not acquire any right to use, or interest in, any of the PaperCut Marks. You must not at any time or in any way assert any ownership of, or any right in, the PaperCut Marks and You must not contest the right of PaperCut or any PaperCut Affiliate or any of their licensors to the use of any of the PaperCut Marks.

7.2 PaperCut will not use Your (or those of Your Affiliates) trademarks, logos or branding without your prior written consent. You give us consent to incorporate any trademark, logo or branding that You provide us into the Software in order to take advantage of the Software features that allow the use of customers' branding. PaperCut may disclose the fact that You (and Your Affiliates) are customers and the nature of Your (and Your Affiliates') use of the Software to third parties in private conversations and documentation, but PaperCut will not use Your name (or the names of Your Affiliates) in PaperCut's general marketing materials or websites etc without Your prior written consent.

8.1 All Intellectual Property Rights that are created by any person that are adaptations, translations and derivative works in the Software or related documentation, are and shall remain the exclusive property of PaperCut (and its licensors, if any) or shall vest in or be transferred to PaperCut immediately upon creation, as the case may be.

8.2 Except for the rights expressly granted by PaperCut to You under this Agreement:

8.3 You must not make any unauthorized copies of the whole or part of the Software or related documentation. You acknowledge and agree that the unauthorized disclosure, use or copying of the Software or related documentation may cause PaperCut serious financial loss that may not be adequately compensated by monetary damages. Accordingly, in the event of any unauthorized disclosure, use or copying of the Software or related documentation, You agree that PaperCut shall have the right to seek injunctive relief to stop such unauthorized disclosure, use or copying.

9.1 The Recipient must not use any of the Discloser's Confidential Information except in connection with the performance of its obligations specified in this Agreement.

9.2 The Recipient must not disclose the Discloser's Confidential Information to any third party without obtaining the Discloser's prior written consent, provided that the Recipient may disclose the Discloser's Confidential Information to:

9.3 You must ensure that each person who is issued with a License Key does not disclose their License Key to any other person.

9.4 The Recipient must use, and must ensure that any person to whom it is permitted by this Agreement to disclose the Discloser's Confidential Information to uses, the same measures to protect the Discloser's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable measures.

9.5 The restrictions in this clause 9 shall not apply to information that:

Privacy

9.6 The parties must:

9.7 You warrant that:

(a) You have obtained the informed consent from each individual about whom PaperCut will obtain personal information from You as a result of this Agreement; and (b) PaperCut, its Representatives and their permitted successors, assignees and sublicensees may use that individual's personal information in any manner that may be reasonably contemplated by this Agreement, including a transfer overseas for the purpose of providing support and error correction services.

Consent to use of data

9.8 You agree that PaperCut may collect and use technical information - including but not limited to technical information about your system setup, license, and feature usage - that is gathered periodically to facilitate the provision of software updates, product improvement, product support and other services to you. PaperCut may use this information to improve, provide, and develop our products, services and technologies. PaperCut will not disclose this information in a form that personally identifies you.

9.9 By clicking the "check for updates" button you authorize PaperCut to gather system, version and licensing information to facilitate the provision of software updates, product support, and other services to you (if any) related to the PaperCut software.

10.1 Except as set out in this Agreement, to the extent permitted by law, and subject to clause 10.2, PaperCut's total, cumulative liability to You (and Your Affiliates) for any claim whether it be for breach of contract (including under an indemnity), in tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with the Software, the Premium Upgrade Assurance service, this Agreement or the relationship between the parties, shall be limited to:

10.2 To the extent permitted by law, PaperCut will not be liable for any loss, damage or expense which is indirect, consequential, special or exemplary damages, nor for any lost profits, lost revenue, lost data or business interruption, even if PaperCut has been advised of, knows of, or should have known of the possibility of such loss, damage or expense.

10.3 You acknowledge and agree that owing to the nature of the Software, PaperCut does not represent or warrant that:

10.4 You act as agent for Your Affiliates in respect of this Agreement and are responsible to PaperCut for their acts and omissions.

11.1 In addition to any rights You may have at law, PaperCut undertakes at its own expense to indemnify and defend You or, at PaperCut's option, settle any claim or action brought against You alleging that the use or possession of the Software in accordance with this Agreement infringes any Intellectual Property Right enforceable in the United States, Canada, any country in the EU, Switzerland, Australia, New Zealand, Hong Kong, Singapore and Japan (an "Infringement Claim") and shall be responsible for any losses, damages, expenses or costs (including reasonable legal fees) incurred by, or awarded against You as the result of, or in connection with, any such Infringement Claim, provided that:

11.2 PaperCut will have no obligation under this clause 11 or otherwise with respect to any Infringement Claim based upon:

11.3 If any Infringement Claim is made, or in PaperCut's opinion is likely to be made, then PaperCut may (at its sole option and expense) either:

11.4 Subject to any rights that You may have under statute, this clause 11 states PaperCut's entire liability and Your sole and exclusive remedy for any claims related to any infringement of the Intellectual Property Rights in respect of the Software.

12.1 PaperCut may immediately terminate this Agreement for cause by giving You written notice if You:

12.2 You may immediately terminate this Agreement for cause by giving PaperCut written notice if PaperCut:

12.3 If this Agreement terminates:

12.4 Any termination of this Agreement shall not prejudice, limit or restrict any other rights or remedies either party may have arising prior to such termination. To the extent permitted by law, PaperCut shall be under no obligation to refund any amounts paid by You for any of the Software or Premium Upgrade Assurance services that have been provided prior to any termination of this Agreement.

Notices

13.1 Any notice that is given under this Agreement:

13.2 A notice is deemed to be received:

Relationship of Parties

13.3 The parties to this Agreement are independent contractors. Nothing in this Agreement shall be deemed to create an agency, employment, partnership, fiduciary or joint venture relationship between the parties, constitute any party the agent of another party, nor authorize any party to make or enter into any commitments for or on behalf of any other party. Compliance with Laws

13.4 You must comply with all laws which are relevant to You performing Your obligations under this Agreement.

Assignment

13.5 You must not assign or transfer this Agreement or any rights or obligations under this Agreement, in whole or part, without the prior written consent of PaperCut.

13.6 PaperCut may assign or transfer this Agreement, in whole or part, without Your consent to any PaperCut Affiliate or in connection with a merger, acquisition, or purchase of fifty percent (50%) or more of its assets. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. PaperCut may assign or transfer all or part of any of its rights to receive any Fees and Taxes or other monies due under this Agreement, to any person without Your consent. Notwithstanding clause 9, PaperCut may disclose any of Your Confidential Information which is reasonably necessary to affect any assignment or transfer.

Waiver

13.7 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

Remedies

13.8 Except as specifically provided otherwise in this Agreement, the rights and remedies provided under this Agreement are cumulative and in addition to, and not exclusive of, any rights or remedies provided by law.

Severability

13.9 If any part of this Agreement is determined to be invalid, illegal or unenforceable by any court or competent authority, such part will be severed from the remainder of the Agreement and the remaining provisions will continue in force.

Force Majeure

13.10 Except for Your obligations to pay PaperCut under this Agreement, neither party shall be in breach of this Agreement nor liable to the other party for any failure or delay in performance caused by events beyond the party's reasonable control.

Agreement

13.11 All clauses which naturally survive termination of the Agreement, including clauses 4.6, 7.1, 8, 9, 10, 12.3(b), 12.4 and 13, will survive termination of this Agreement.

13.12 The parties are entitled to rely on any notice or communication in electronic format, including any facsimile or email, that on its face appears authentic, and that has the purported author's name on it to the same extent as if it were a document written by the author. The parties consent to this Agreement being signed or varied through electronic communication.

13.13 To the extent permitted by law:

Export

13.14 You acknowledge and agree that the Software may be subject to applicable export and import laws. You agree not to export the Software or any direct product thereof, directly or indirectly in violation of these laws, nor will they be used for any purpose prohibited by these laws, including nuclear, chemical or biological weapons proliferation.

Governing Law

13.15 If You are resident, domiciled or incorporated in the USA, this Agreement will be governed by the laws of the State of Oregon, USA, without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts in the State of Oregon. You hereby agree any claims will be brought exclusively in the federal or state courts located in Oregon and the parties hereby irrevocably consent to the personal jurisdiction and venue of the courts located in Oregon for the purpose of litigating any and all such claims.

13.16 In all other cases, this Agreement will be governed by the laws of the State of Victoria, Australia, without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts in the State of Victoria, Australia.

The following provisions apply to the extent required under local laws.

Australia:

Australian Consumer Law

14.1 Our goods come with guarantees that cannot be excluded under the Australian Consumer Law (ACL). You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

14.2 The Premium Upgrade Assurance services that are provided to remedy any defect in the Software may be a "Warranty Against Defects" as defined in the ACL.

The Premium Upgrade Assurance services are provided by PaperCut Software International Pty Limited (ACN 124 440 400) of Ground Floor, 1 Oxley Rd, Hawthorn, 3122, tel +61 3 9809 5194, email address <[email protected]>.

In order to make use of the Premium Upgrade Assurance services, You must contact PaperCut's support helpline during the period of your agreement for Premium Upgrade Assurance service using process in clause 5.3. When you make use of the Premium Upgrade Assurance services, PaperCut will use its best efforts to provide a remedy or a workaround for any defect in the Software in a timeframe that is reasonable given the nature of the issue and the impact on your business operations. This service is not available for Evaluation Licenses. The costs for the service in respect of the Production Licenses are included within the Fees that are set out in the Contract Details. No additional fees are payable by you for the Premium Upgrade Assurance for Production Licenses. You are responsible for any expenses you incur in using the Premium Upgrade Assurance. The benefits that we provide to consumers under our Warranty Against Defects are in addition to any other rights or remedies a consumer may have in respect of these goods or services under the ACL. The provision of Premium Upgrade Assurance services may result in the loss of user generated data.

14.3 To the extent permitted by law, PaperCut's liability for a failure to comply with any statutory guarantee is limited to one or more of the following, at PaperCut's option:

14.4 If You are entitled to the benefit of a guarantee under the ACL then in respect of goods and/or services which are not of a kind that are ordinarily acquired for personal, domestic or household use or consumption, PaperCut's liability for a failure to comply with such guarantee is limited to one of the following, at PaperCut's option:

USA:

USA Government Rights

14.5 If You are a US civilian agency, the US government acquires certain parts of this commercial computer software and/or commercial software documentation or other technical data subject to the terms of this Agreement as specified in the 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the Federal Acquisition Regulation (FAR) and its successors. If acquired by or on behalf of any agency within the Department of Defence (DOD), the US Government aquires certain parts of this commercial computer software and/or commercial software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202-3 of DOD FAR Supplement (DFARS) and its successors. The US Government Rights clause is in lieu of, and supersedes any other FAR, DFARS or other clause or provision that addresses US Government rights in computer software or technical data.