MYOB Software Licence Agreement
IMPORTANT ‐ READ THIS CAREFULLY BEFORE USE. This is the Software Licence Agreement (Licence Agreement) for the use of MYOB Account Edge in Australia and New Zealand. Because you have purchased the Account Edge software (Software) and user documentation (User Documentation) (together referred to as the Product) after being notified of this Licence Agreement, you are now legally bound by its conditions.
HOWEVER, if this Licence Agreement contains anything that you were not aware of before you purchased the Product or terms that you do not agree to be bound by, DO NOT INSTALL THE SOFTWARE. Return the Product to the seller in its entirety and you will be issued with a full refund of the purchase price. By installing the Software and keeping the Product you are confirming that you have purchased the Product subject to this Licence Agreement and that you agree to be bound by its provisions.
TRIAL VERSION SOFTWARE LIMITATION. If you use the Software on a trial basis before purchasing it (Trial Version), then additional restrictions govern your use of the Product. The Trial Version is intended to be used only for evaluation purposes. Although you can create your own company data files (Company Files) using a Trial Version you will only have access to your Company Files until the earlier of 30 days from the date of creation of each Company File or until you have entered a total of 1000 transactions into the Company Files you have created.
After that time, you will only be able to access the Company Files that you have created if you purchase the full version of the Product. Once you have purchased the full version of the Product, the restrictions in this paragraph (Trial Version Software Limitation) will no longer apply. You acknowledge that your use of the full version of the Product will be conditional on you agreeing to the terms of the Licence Agreement (including the limitation on the number of Company Files) that relate to the full version of the Product.
Scope of Licence
MYOB Technology Pty Ltd (the Publisher), through its local publishers and distribution agents, hereby grants to you, the original purchaser, a paid-up, personal, non-exclusive and non-transferable licence to use the Software and the User Documentation only in the region, territory or country specified on the packaging or download, subject to the terms and conditions of this Licence Agreement (Licence).
- Activation of Company Files: You must register the Product and activate the Company Files you create or upgrade using the Software. Company Files may only be activated or upgraded in respect of the business that you operate. You are entitled to activate or upgrade only the Company Files you have purchased. If you are upgrading from a previous version of the Product you are entitled to activate the same number of files as your previous version. You can obtain additional Company files by contacting the local publisher.
- New Company Files: Each new Company File can only be accessed for 30 days following creation. After 30 days you will need to register the Product and activate the Company File to continue to access it. A Company File will become read-only until you activate it.
Product Installation and Use If you have purchased:
- Single User Software Licence:then you can install the Software on any computer that you operate at your principal place of business in respect of the Company Files you have activated.. You must not use or permit the use of the Software on more than one computer or computer terminal at a time. In the event of a Product upgrade or exchange, the Licence granted under this Licence Agreement will automatically transfer to the new version or Product.
- Multi-User Software Licence: then you can only use the Software on one computer network operated at a single physical location, and only in respect of Company Files created and activated by you or by another licensed user. You may transfer the Software from one computer to another owned or operated by you on the same network, provided that you only use or permit the use of the Software on the number of computers or computer terminals at a time permitted by the number of user Licences you have purchased (see clause 1.c. below). You must not permit the use of the Software on more than one network at any one time. You must not permit the Software to be used in respect of Company Files that you have not activated or that have not been created by you or by another licensed user.
- Account Edge Live subscription: then you have unlimited access to download and use the Software on multiple computers in multiple physical locations.
Number of Users:
- At any
given time, you or your delegated agents may only:
- launch and simultaneously run the number of Software runtime instances equivalent to or less than the number of user Licences you have purchased; and
- open and simultaneously work with the same number of Company Files, which must be created and activated by you or your related entities.
- Account Edge Live
subscription: At any given time, you and your nominated
- launch and simultaneously run the number of Software runtime instances equivalent to or less than the number of user Licences you have purchased and open; and
- simultaneously work with only the same number of Company Files, which must be created and activated by you or your related entities.
- At any given time, you or your delegated agents may only:
Updates and Upgrades: In the event of an upgrade, update or Product exchange, the Licence granted by this Licence Agreement will automatically transfer to the new version or Product. All rights in respect of the original Product will lapse and no further use of these will be permitted.
Portable or Home Computer and Archive Copies:
- You can make a copy of the Software and install it on either a portable computer or a computer located in your home provided that the copy is for your own exclusive use and is not operated simultaneously with the original of the Software. Otherwise you must not copy or duplicate the Software, except as necessary solely for archival purposes, Software error verification, or to replace defective storage media (provided you keep the original and the copies). You must not alter, decompile or disassemble the Software. You can make copies of the User Documentation up to but not exceeding the number of multi-user Licences you have purchased.
- Account Edge Live subscription: You may operate the original Software via download simultaneously on multiple computers in multiple physical locations.
Transfers: You must not sub-license, lease, rent or lend the Software or the User Documentation or otherwise transfer any of your rights under this Licence Agreement. You may permanently transfer the Software (together with any backup copies you have made) and the User Documentation, provided that you obtain the prior written consent of the Publisher and the agreement of the transferee to be bound by the terms of this Licence Agreement. You must not retain any copies of either the Software or the User Documentation in the event of a transfer.
- The Licence granted in this Licence Agreement is effective until terminated. You can terminate it at any time by destroying the Software and User Documentation, together with all copies, or by returning them to the Publisher. If you fail to meet the ongoing obligations accepted by you at the time of registration (if applicable) or if you fail to comply with any term or condition of this Licence Agreement, this Licence will terminate and, upon any such termination, you agree to destroy the Software and User Documentation, together with all copies, or to return them to the Publisher. Termination of this Licence Agreement will be in addition to and not in lieu of any other remedies available to the Publisher. In the event that the Publisher deems this Product to be redundant then the Publisher may at its option supply you with an alternative product and terminate this Licence Agreement.
- Account Edge Live subscription
If your subscription to Account Edge Live is terminated:
- If you have a Licence to use this Software, you can continue to use this Software in accordance with this Licence Agreement; or
- If you do not have a Licence to use this Software, you will have read only access to the data you have saved locally.
Protection and Security This Licence Agreement specifically prohibits the reverse engineering or decompiling or interference in any manner with the Software's source code. You also agree to use your best endeavours and to take all reasonable steps to safeguard the Software to ensure that no unauthorised person has access to the Product and that there is no unauthorised copying or distribution of the Software or User Documentation.
Partner Program If this Product is being used in the context of the MYOB’s professional Partner Programs in either Australia or New Zealand, then use of the Software and any Company Files is strictly limited to use within the practice itself. Without in any way limiting the scope of this restriction, the sharing of Company Files or Software with any clients of the practice is specifically prohibited.
[AUSTRALIA ONLY] Exclusion and Limitations of Liability
The provisions of this clause 2 apply if you purchased the Product in Australia. Please refer to clause 3 if you purchased the Product in New Zealand.
For the purpose of this clause, Beneficiaries means the related companies of the Publisher (including MYOB Australia Pty Ltd) and all officers, employees, contractors or agents of the Publisher and the Beneficiaries.
- This Licence Agreement does not
exclude, restrict or modify:
- the application of any provision of the Australian Consumer Law (whether applied as a law of the Commonwealth or any State or Territory of Australia) (ACL),
- the exercise of any right or remedy conferred by the ACL; or
- the liability of MYOB for a failure to comply with any applicable consumer guarantees where to do so would:
- contravene the ACL; or
- cause any part of these provisions to be void.
to clause 2(a) and to the extent permitted by law:
- the Publisher's maximum
aggregate liability to you:
- for failure to comply with a consumer guarantee in respect of the Software or Product; and
- for loss or damage suffered by you as a result of any breach of this Licence Agreement by the Publisher is limited, at the Publisher's option in its sole discretion to:
- the replacement of the Software (or the particular component of the Software, which caused the failure) or Product, or the supply of equivalent software (or particular component of the Software) or Product; or
- the payment of the cost of replacing the Software (or the particular component of the Software, which caused the failure) or of acquiring equivalent software (or particular component of the Software) or Product.
- all representations, conditions, warranties and terms that would otherwise be expressed or implied in this Licence Agreement by general law, statute or custom are expressly excluded.
- except in relation to personal injury or
death, neither the Publisher nor any of the Beneficiaries
are liable to you for any other loss or damage of any kind
whatsoever (whether direct, indirect or consequential loss
or damage or otherwise) suffered by you or liability
incurred by you caused by, in connection with, or resulting
from anything the Publisher does or does not do, or delays
in doing, or any negligence, misrepresentation, or other
default by the Publisher or its officers, employees,
contractors or agents, whether or not it is contemplated or
authorised by this Licence Agreement. This exclusion applies
irrespective of what you are claiming, including:
- loss of profits or business;
- loss of opportunity;
- loss, destruction, corruption of data or expenses incurred for reconstructing or rekeying data, and however liability arises or might arise (whether through tort or contract) if it were not for this clause.
- if the Publisher or any of the Beneficiaries is ever liable (whether for direct, indirect or consequential loss or damage or otherwise) to you and, for any reason, cannot rely on any exclusion of liability set out in this clause, the maximum combined liability of the Publisher and those other Beneficiaries to you is limited to the amount paid by you for the supply of the Software.
- The exclusion and limitations of liability in this clause 2 also apply for the benefit of the Beneficiaries.
- the Publisher's maximum aggregate liability to you:
- This Licence Agreement does not exclude, restrict or modify:
[NEW ZEALAND ONLY] Limited Warranty & Disclaimer
The provisions of this clause 3 apply if you purchased the Product in New Zealand.
- The Publisher warrants that the media on which the Software is recorded or the downloaded installer and the User Documentation provided with them are free from defects in materials and workmanship under normal use for a period of 90 days from the date of your original purchase. Except for the limited warranty described above, the Software is sold 'as is', and you are assuming the entire risk as to its quality and performance. It is your responsibility to verify the results obtained from the use of the Software.
- If during the 90 day limited warranty period, you discover physical defects in the media on which the Software was recorded or the downloaded installer or in the User Documentation, the Publisher will replace them at no charge to you, provided you return the item to be replaced with proof of purchase to the Publisher. THIS IS YOUR SOLE REMEDY. IN NO EVENT WILL THE PUBLISHER BE LIABLE TO ANY PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES, EVEN IF THE PUBLISHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Some jurisdictions do not allow the exclusion or limitation of implied warranties or of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. This warranty gives you specific legal rights and you may also have other rights that vary across regions. In the event that any of the above limitations or exclusions are held to be unenforceable, the Publisher's total liability shall not exceed the amount of the Licence fee you paid.
Privacy and Personal Information
- MYOB Group (including MYOB Australia Pty and MYOB NZ Limited) (MYOB) collects, discloses and uses your personal information to provide you with the Product and associated support, respond to your enquiries or feedback and to promote the Product and other products and services offered by MYOB and associated third parties. MYOB may collect personal information from you, from public sources such as social media websites, or from third parties that provide MYOB with marketing leads.
- To do these things, MYOB may provide your personal information to its related companies and to service providers that it outsources functions to. These entities may be located in Australia, New Zealand, Singapore, India, Malaysia, the Philippines, the United States or other countries. If you do not provide your personal information, it may affect MYOB’s ability to do business with you.
- You consent to MYOB collecting, using and disclosing your personal information for the purposes set out above.
If you purchased the Product in Australia:
- update your preferences about the marketing and promotional material that MYOB sends to you;
- request access to and seek correction of the personal information the MYOB holds about you;
- make a privacy complaint; and
- how MYOB will deal with your complaint.
If you purchased the Product in New Zealand:
You can contact MYOB about your privacy by email at email@example.com, or by post at "Privacy Officer", PO Box 371, Blackburn, Victoria 3130.
You can contact MYOB about your privacy by email at firstname.lastname@example.org, or by post at “Privacy Officer” MYOB, C/-Level 7, 28 Brandon Street, Wellington 6011.
This Licence Agreement constitutes the entire agreement between the Publisher and the Licensee and any prior representations, statement or undertaking howsoever made are expressly cancelled. No amendment or modification to this Licence Agreement will be valid unless it is in writing and signed by an authorised representative of the Publisher.