PyMega End User Licence Agreement

• Version: Draft 1.0
• Licensor: Divide By None Pty Ltd ACN 676 514 462
• Registered office: 470 St Kilda Road, Melbourne, Victoria, 3004, Australia
• Contact: info@pymega.org

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1. Introduction

This End User Licence Agreement (“Agreement”) is between Divide By None Pty Ltd (“Divide By None”, “we”, “us” or “our”) and the person or entity accepting this Agreement (“Licensee”, “you” or “your”).

By downloading, installing, accessing, copying, modifying, compiling, executing or otherwise using the PyMega Framework, or by combining the PyMega Framework with any source code, object code, data, content or other materials, you agree to be bound by this Agreement.

If you accept this Agreement on behalf of a company, organisation or other legal entity, you represent and warrant that you have authority to bind that entity to this Agreement.

If you do not agree to this Agreement, you must not download, install, access, copy, modify, compile, execute or otherwise use the PyMega Framework.

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2. Definitions

In this Agreement:

Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

Control means the legal or beneficial power to direct the management, policies or affairs of an entity, whether through ownership, voting rights, contract or otherwise.

Framework or PyMega Framework means the PyMega software framework, including source code, object code, compiled binaries, extensions, modules, libraries, interfaces, APIs, examples, tutorials, documentation, updates, upgrades and associated materials provided by Divide By None.

Hyperceive means any application, interface, API, dashboard or related software provided by Divide By None to configure, manage, observe or facilitate use of the Framework.

Framework User means any employee, contractor, agent, consultant, developer, researcher or other individual who uses the Framework on behalf of you or your Affiliates.

Licence Seat means one authorised Framework User licensed to use the Framework.

Product means any product, service, project, application, model, pipeline, dataset, analysis system, hosted service or other work that incorporates, depends upon, is created using, or is materially developed with the Framework.

Distribute means to sell, license, sublicense, provide, publish, make available, host, deploy, transmit, commercialise or otherwise supply a Product or the Framework to any third party, including by making functionality available over a network.

Revenue means gross revenue received or recognised by you and your Affiliates during the relevant twelve-month period.

Funding means money, capital, credit or other financial support received by you or your Affiliates, including investment, grants, loans, subsidies, sponsorships or similar financial arrangements.

Subscription Licence means a paid Licence Type requiring recurring payment.

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3. Nature of the Licence

The Framework is licensed, not sold.

Divide By None retains all right, title and interest in and to the Framework, including all intellectual property rights. Except for the rights expressly granted in this Agreement, no rights are granted to you by implication, exhaustion or otherwise.

Subject to your compliance with this Agreement, Divide By None grants you a worldwide, non-exclusive, non-transferable, revocable licence to download, install, copy, modify, compile and execute the Framework solely in accordance with your applicable Licence Type.

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4. Licence Types

The Framework may be used only under the Licence Type for which you qualify.

All monetary thresholds and prices are expressed in United States dollars or the equivalent amount in another currency.

4.1 Academic Licence

The Academic Licence is available to individuals actively engaged in research through an established academic institution.

The Academic Licence is free of charge and has no Revenue or Funding limit.

4.2 Hobbyist Licence

The Hobbyist Licence is available to individuals and entities whose Revenue and Funding each do not exceed USD 50,000 during the previous twelve months.

The Hobbyist Licence is free of charge.

4.3 Indie Licence

The Indie Licence is available to individuals and entities whose Revenue and Funding each do not exceed USD 300,000 during the previous twelve months.

The Indie Licence requires a monthly subscription of USD 30 per Licence Seat, with a minimum commitment of one month.

4.4 Pro Licence

The Pro Licence is required for individuals and entities whose Revenue or Funding exceeds USD 300,000 during the previous twelve months.

The Pro Licence requires a monthly subscription of USD 180 per Licence Seat, with a minimum commitment of twelve months.

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5. Revenue and Funding Limits

For individual Licensees, Revenue and Funding limits apply only to Revenue and Funding directly related to the individual’s current or intended use of the Framework.

For companies, organisations and other legal entities, Revenue and Funding limits apply to the Licensee and all Affiliates, whether or not the Revenue or Funding is directly related to use of the Framework.

You must promptly move to the correct Licence Type if your Revenue or Funding exceeds the limit for your current Licence Type.

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6. Licence Seats

Each Framework User who uses the Framework requires a Licence Seat.

A Licence Seat is assigned to one named Framework User and must not be shared.

You may reassign a Licence Seat only where there is a genuine and lasting change in personnel, role or project responsibility. Licence Seats must not be reassigned in a manner designed to avoid payment or permit shared use.

You must maintain accurate records of all Framework Users and Licence Seat assignments and provide written certification of compliance on request.

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7. Product Ownership

You own your Products, excluding the Framework and any Divide By None intellectual property incorporated in, linked to, used by or distributed with those Products.

Nothing in this Agreement transfers ownership of the Framework to you.

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8. Rights to Develop and Distribute Products

Subject to your compliance with this Agreement, you may develop, maintain, commercialise, sell and Distribute Products that you own.

You may also make the functionality of a Product available over a network, including through software-as-a-service, API, hosted analytics or similar delivery models.

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9. Subscription Seats Required for Products

If a Product is developed or maintained using a Subscription Licence, you must maintain active paid Licence Seats for all Framework Users required to develop or maintain that Product.

You must not reduce Licence Seats merely because a Product has moved from active development into maintenance, commercial operation or distribution.

However, if you reduce the number of Framework Users because of genuine business hardship, redundancy, insolvency risk, discontinued development, or another bona fide operational reason, you may reduce the number of Licence Seats to match the reduced number of Framework Users, provided that you give Divide By None a written declaration stating:

1. the number of Framework Users before and after the reduction;
2. the reason for the reduction;
3. that the reduction is not intended to avoid licence fees;
4. that no unlicensed Framework Users will continue to use the Framework; and
5. that the declaration is true, complete and not misleading.

If the declaration is false, incomplete or misleading, the reduction will be deemed a material breach of this Agreement.

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10. No Mixed Licence Types

You must not use multiple Licence Types for the same Licensee, Affiliate group, Product or development organisation.

All Framework Users working for or on behalf of you or your Affiliates must be licensed under the highest Licence Type required by your Revenue, Funding and use of the Framework.

Work performed under a lower Licence Type is not grandfathered if you later become required to use a higher Licence Type.

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11. Redistribution of the Framework

You must not sell, sublicense, publish, host, provide, distribute or otherwise make available the Framework, or any part of the Framework, as a standalone product, library, framework, service or repository.

You may distribute the Framework only to the extent reasonably necessary as part of a Product and only where such distribution complies with this Agreement.

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12. Restrictions

You must not:

1. use the Framework except as expressly permitted by this Agreement;
2. share Licence Seats;
3. remove, obscure or alter any copyright, trademark or proprietary notices;
4. use the Framework in violation of applicable law;
5. use the Framework to infringe or misappropriate third-party rights;
6. use the Framework in a way that would subject the Framework to open-source, copyleft or other licence obligations inconsistent with this Agreement;
7. decompile, disassemble, reverse engineer or attempt to derive source code, trade secrets or non-public implementation details from any compiled binary, extension, module or component of the Framework, except to the extent that applicable law prohibits this restriction;
8. circumvent technical restrictions, access controls, subscription checks or licence management systems;
9. sell, lease, rent, sublicense or provide the Framework as a competing framework, platform or service; or
10. use the Framework in a Product directed to children unless you fully comply with all applicable children’s privacy, safety and data protection laws.

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13. Compliance With Laws and Export Controls

You must comply with all applicable laws, including export control, sanctions, technology transfer, privacy, data protection and intellectual property laws.

You must not use, export, re-export, transfer, provide or make available the Framework in any manner prohibited by laws applicable to you or to Divide By None.

Divide By None may suspend or terminate this Agreement where required or reasonably necessary to comply with Australian law, export controls, sanctions, technology control laws or other legal obligations.

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14. Data, Privacy and Publicity

Divide By None may collect and process information relating to you, your Licence, your use of the Framework and your compliance with this Agreement in accordance with the PyMega Privacy Policy.

You permit Divide By None to identify you as a user of the Framework in marketing and publicity materials, including by using your name and logo. You may opt out by emailing info@pymega.org, after which Divide By None will use reasonable efforts to remove future uses within a reasonable time.

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15. Audit and Verification

On written request, you must provide records reasonably necessary to verify compliance with this Agreement, including records relating to Licence Seats, Framework Users, Revenue, Funding and Product distribution.

Divide By None may audit your relevant records during normal business hours on reasonable notice.

Divide By None will bear the cost of the audit unless the audit reveals underpayment, unlicensed use or another material breach, in which case you must reimburse Divide By None for reasonable audit costs in addition to any unpaid fees and other remedies.

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16. Fees and Payment

You must pay all fees applicable to your Licence Type and Licence Seats.

If fees are not paid when due, Divide By None may suspend or terminate your licence.

Fees are non-refundable except where required by law or expressly agreed in writing by Divide By None.

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17. Termination by Divide By None

Divide By None may terminate this Agreement by written notice if:

1. you breach this Agreement and do not remedy the breach within any cure period specified in the notice;
2. you commit a material breach incapable of remedy;
3. you fail to pay applicable fees;
4. you make a false, incomplete or misleading declaration relating to Licence Seats, Revenue, Funding or compliance;
5. you undergo a change in beneficial ownership, legal ownership or Control;
6. termination is required or reasonably necessary for Divide By None to comply with Australian law, export controls, sanctions, court orders, regulatory requirements or other legal obligations; or
7. your continued use of the Framework creates legal, regulatory, security or intellectual property risk for Divide By None.

Notice may be sent to the email address, postal address or other contact details associated with your Licence.

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18. Termination by You

You may terminate this Agreement at any time by discontinuing all use of the Framework and ceasing all Distribution of Products that incorporate, depend upon or require the Framework.

Termination does not entitle you to a refund except where required by law or expressly agreed in writing by Divide By None.

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19. Effect of Termination

On termination or expiry of this Agreement, you must immediately:

1. stop using the Framework;
2. stop developing, maintaining, selling, licensing, hosting, providing or Distributing Products that incorporate, depend upon or require the Framework;
3. delete or destroy all copies of the Framework in your possession or control, except archival copies required by law; and
4. certify compliance in writing if requested by Divide By None.

Termination does not limit any rights or remedies that accrued before termination.

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20. Survival

Sections concerning ownership, restrictions, fees owed, audit rights, confidentiality, privacy, warranty disclaimers, limitation of liability, indemnities, termination effects, governing law and any other provisions that by their nature should survive will survive termination or expiry of this Agreement.

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21. Warranty Disclaimer

To the maximum extent permitted by law, the Framework is provided “as is” and “as available”.

Divide By None makes no warranties, representations or guarantees, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, reliability, availability, security, performance, compatibility or error-free operation.

You are solely responsible for determining whether the Framework is suitable for your purposes and for validating any Product, analysis, output, result, decision or workflow created using the Framework.

Nothing in this Agreement excludes, restricts or modifies any rights that cannot be excluded, restricted or modified under applicable law.

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22. Limitation of Liability

To the maximum extent permitted by law, Divide By None will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, goodwill, data, business opportunity, anticipated savings or production, even if advised of the possibility of such loss.

To the maximum extent permitted by law, Divide By None’s total aggregate liability arising out of or relating to this Agreement, the Framework or any Product will not exceed the amount paid by you to Divide By None for the Framework during the twelve months immediately before the event giving rise to liability.

Where liability cannot be excluded but can be limited, Divide By None’s liability is limited, at its option, to resupplying the relevant services or paying the cost of resupplying the relevant services.

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23. Indemnity

You must defend, indemnify and hold harmless Divide By None and its officers, employees, contractors and Affiliates from and against any claims, losses, liabilities, damages, costs and expenses arising from or relating to:

1. your Products;
2. your use or misuse of the Framework;
3. your breach of this Agreement;
4. your violation of applicable law;
5. your infringement or misappropriation of third-party rights;
6. your data, content, models, outputs or analysis; or
7. any Product directed to children or involving regulated data, regulated users or regulated industries.

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24. Updates and Changes

Divide By None may provide updates, upgrades, patches, extensions or new versions of the Framework.

Such updates may be subject to this Agreement or to additional terms. If additional terms apply, you must accept those terms before using the relevant update, extension or version.

Divide By None may modify this Agreement for future versions of the Framework. Changes will not retroactively alter your rights to use a version already licensed to you, except where required for legal, security, compliance or regulatory reasons.

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25. Assignment

You must not assign, transfer or novate this Agreement without Divide By None’s prior written consent.

Divide By None may assign, transfer or novate this Agreement to an Affiliate, successor, purchaser, acquirer or other entity involved in a merger, acquisition, restructure, sale of assets or similar transaction.

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26. Entire Agreement

This Agreement, together with any applicable order form, privacy policy, website terms or written licence document, forms the entire agreement between the parties concerning the Framework.

You must not rely on any statement, promise, representation or understanding not expressly included in this Agreement.

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27. Severability

If any provision of this Agreement is found invalid, unlawful or unenforceable, that provision will be interpreted or modified to the minimum extent necessary to make it valid and enforceable. If that is not possible, it will be severed, and the remaining provisions will continue in effect.

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28. Waiver

A failure or delay by Divide By None to enforce any provision of this Agreement does not waive its right to do so later.

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29. Force Majeure

Divide By None will not be liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, cyberattacks, infrastructure failures, government action, sanctions, export restrictions or supply chain disruption.

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30. No Third-Party Beneficiaries

This Agreement does not confer rights on any third party.

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31. Governing Law and Jurisdiction

This Agreement is governed by the laws of New South Wales, Australia.

The parties submit to the exclusive jurisdiction of the courts of New South Wales, Australia and the courts competent to hear appeals from those courts.

Nothing in this Agreement limits any non-excludable rights you may have under applicable consumer protection law.