IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THIS SOFTWARE. BY INSTALLING OR USING ERGOSPHERE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

This End User License Agreement ("Agreement") is between you (the "User") and Ergonomics Engineered Pty Ltd (ACN 693 121 845) ("Company", "we", "us", or "our"), and governs your use of the ErgoSphere software platform ("Software").

1. LICENSE GRANT

We grant you a limited, non-exclusive, non-transferable, revocable licence to install and use the Software on authorised devices for your internal business purposes, subject to the terms of this Agreement and any applicable licence key or subscription entitlement.

2. PROFESSIONAL RESPONSIBILITY

The Software is a decision-support tool intended for use by qualified Human Factors, Ergonomics, Occupational Health and Safety, or other relevant licensed professionals. Users must note:

• All outputs, assessments, calculations, and reports generated by the Software require professional interpretation, validation, and review by a suitably qualified practitioner before being relied upon.
• The User assumes sole professional and legal responsibility for any decisions, actions, recommendations, safety cases, or compliance submissions made based on Software outputs.
• The Software does not constitute professional advice. It is a tool to assist qualified practitioners and does not replace professional judgement.
• The Company does not warrant that outputs from the Software are suitable for any specific regulatory, legal, or compliance purpose. The User is responsible for ensuring all use of Software outputs meets applicable legislative and regulatory requirements in their jurisdiction.

3. RESTRICTIONS

You may not:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software.
• Rent, lease, sublicense, resell, redistribute, or transfer the Software or your licence rights to any third party.
• Use the Software for any unlawful purpose or in violation of any applicable law or regulation.
• Remove, alter, or obscure any proprietary notices, labels, or branding within the Software.
• Use the Software to develop competing products or services.

4. OWNERSHIP AND INTELLECTUAL PROPERTY

The Software is licensed, not sold. All intellectual property rights in and to the Software, including all underlying algorithms, methodologies, source code, designs, and documentation, remain exclusively with Ergonomics Engineered Pty Ltd. This Agreement does not grant you any rights to trademarks, trade names, or branding of the Company.

5. UPDATES AND MODIFICATIONS

We may provide updates, patches, or new versions of the Software from time to time. Such updates are subject to this Agreement unless accompanied by a separate licence. We reserve the right to modify, suspend, or discontinue any feature or functionality of the Software at any time, with or without notice.

6. DATA AND PROJECT FILES

The User is solely responsible for:

• The security, backup, integrity, and appropriate storage of all project files (.ergsphr) and data created using the Software.
• Ensuring that project data and assessment outputs are handled in accordance with applicable privacy laws and any organisational data governance requirements.
• Controlling access to project files, including files that may contain sensitive workplace health and safety information.

The Company accepts no liability for loss, corruption, unauthorised access to, or misuse of User-created project data.

7. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT.

The Company does not warrant that the Software will be error-free, uninterrupted, or free from security vulnerabilities. The Company does not guarantee that any particular assessment methodology or calculation within the Software will produce results that are accurate, complete, or appropriate for any specific use case.

8. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• The Company shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages arising from or in connection with your use of, or inability to use, the Software.
• This includes, without limitation, loss of data, business interruption, loss of profits, loss of revenue, personal injury, property damage, or any safety-related incident arising from reliance on Software outputs.
• The Company's total cumulative liability to you for all claims arising under or in connection with this Agreement shall not exceed the total amount paid by you for the Software in the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable Australian Consumer Law.

9. AUSTRALIAN CONSUMER LAW

Certain legislation, including the Australian Consumer Law (ACL) as contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth), may imply guarantees or warranties that cannot be excluded. Nothing in this Agreement is intended to exclude, restrict, or modify any right or remedy you may have under the ACL. To the extent permitted by law, where the ACL permits the Company to limit its liability, the Company limits its liability in respect of non-major failures to resupply the Software or to refund the price paid.

10. TERMINATION

This Agreement commences on the date you first install or use the Software and continues until terminated. This Agreement will terminate automatically and immediately if you breach any of its terms. Upon termination for any reason:

• Your licence to use the Software ceases immediately.
• You must cease all use of the Software and destroy or delete all copies in your possession or control.

Sections 2, 3, 4, 7, 8, and 11 survive termination of this Agreement.

11. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement is governed by and construed in accordance with the laws of Queensland, Australia, without regard to conflict of law principles. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Queensland, Australia.

Before commencing formal proceedings, the parties agree to make good faith efforts to resolve any dispute through direct negotiation for a period of not less than 30 days from written notice of the dispute.

12. GENERAL

• Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the Software and supersedes all prior agreements, representations, and understandings.
• Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.
• No Waiver: Failure to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that provision.
• Amendments: The Company may update this Agreement from time to time. Continued use of the Software after notification of changes constitutes acceptance of the updated terms.

BY INSTALLING OR USING THE SOFTWARE, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.

Ergonomics Engineered Pty Ltd  |  ACN 693 121 845  |  Brisbane, Queensland, Australia