END USER SOFTWARE LICENSE AGREEMENT (“AGREEMENT”)

1. License Grant

1.1 Subject to payment of any applicable license fees, Innocast grants to you (“Customer”) a non- exclusive, non-transferable, non-sub-licensable license for the use of the Software (as defined below) subject to the terms and conditions of this Agreement.

This license automatically terminates if you fail to comply with any of the terms and conditions of this Agreement. “Innocast” means Innocast Pty Ltd.

In this Agreement “Software” means Innocast’s AMBFlight application and/or server application software (as applicable, and in executable form only), and (i) all user guides, manuals and other user documentation relating to the software (whether provided in hard-copy, electronically or on-line); (ii) all enhancements, modifications, updates, new releases that may, from time to time, be provided to you by Innocast or with Innocast’s written consent and (iii) all additional Innocast software code (including, but not limited to, SQL interface code) that may, from time to time, be provided to you by Innocast or with Innocast’s written consent for the better operation or performance of the Software. The terms and conditions of this Agreement apply to all such enhancements, modifications, updates and new releases and additional Innocast software code, unless other terms and conditions accompany those items; if so, those other terms and conditions apply. No license is granted for any source code and no license is granted to modify, adapt, create a derivative work, merge, or translate the Software without the prior written consent of Innocast.

1.2 This Agreement records a license grant and does not record a sale of a copy of the Software and does not render you the owner of a copy of the Software.

2. Restrictions on Software Use

2.1 As a condition of the licenses granted in this Agreement, you must not:

2.1.1 use the Software other than solely for your internal business purposes;

2.1.2 copy the Software. Except you may make one copy of the Software solely for backup or archival purposes;

2.1.3 modify or adapt the Software or merge it into another program;

2.1.4 reverse engineer, disassemble, decompile or make any attempt to discover the source code of the Software. If applicable law expressly allows you to have additional information for interoperability, please contact Innocast directly for such information;

2.1.5 use the Software for any facility management service, time-share, rental or service bureau or place the Software onto a server so that it is accessible via a public network such as the Internet;

2.1.6 cause any marking or wording on the Software or its packaging that refers to Innocast or Innocast’s licensor as the developer or author of the Software or copyright holder or otherwise as the holder of proprietary rights in the Software, to be removed, concealed, altered or obscured;

2.1.7 sublicense, rent, lease, lend, assign, transfer or otherwise deal in the Software or any portion of the Software;

2.1.8 use or deal with the Software in any manner or combine the Software with any other software, hardware or product where such use, dealing or combination may or would

(i) cause you to be in breach of any obligation under any third party license agreement, including without limitation any license agreement in respect of that third party product

or (ii) cause Innocast or Innocast’s licensor to be in breach of any obligation

under any third party license agreement where you were made aware of the terms of the relevant third party license agreement by Innocast or Innocast’s licensor

or (iii) infringe any third party intellectual property rights.

2.2 Specific suppliers and third parties are identified in the documentation and in other material distributed with the Software. You agree to any additional terms and conditions specific to particular suppliers, as described in the documentation, which are incorporated herein by reference.

3. Ownership of Intellectual Property Rights

You acknowledge that any and all of the trademarks, trade names, copyrights, patents and other intellectual property rights used or embodied in or in connection with the Software are and remain the exclusive property of Innocast and/or its licensors as applicable, regardless of who may be the owner of the tangible media in or on which the Software may be stored.

4. Confidential Information

4.1 The Software, its source code, and all information, data, drawings, specifications, documentation, source or object code which Innocast may have disclosed or given to or may from time to time disclose or give to you relating to the Software are proprietary, secret and confidential to Innocast and/or its licensors as applicable.

You agree with Innocast that you will use such information and materials disclosed to you solely in accordance with the provisions of this Agreement and that it will not at any time during or after the termination of this Agreement disclose the same to any third party without Innocast’s prior written consent, or use the same for other than the purposes of this Agreement.

4.2 All information relating to the parties' respective businesses which they may have disclosed or given to or may from time to time disclose or give to the other party must be kept strictly confidential by the recipient party and used only for the purposes of this Agreement.

4.3 Irreparable Harm. Each party acknowledges that in the event of that party’s misappropriation or other breach of any obligation with respect to the other party’s proprietary, secret or confidential information such other party will not have adequate remedy in money or damages and will suffer irreparable harm. Therefore, such other party shall be entitled to obtain an injunction against such infringement, misappropriation or other breach from any court of competent jurisdiction immediately upon request. A party’s right to obtain injunctive relief shall not limit its right to seek further remedies.

4.4 This Clause 4 shall survive termination of this Agreement.

5. Infringement

5.1 Subject to Clause 5.2, if Innocast believes the Software infringes a third party's

intellectual property rights, then Innocast may: (i) procure for you a right to continue to use the Software; or (ii) replace the Software with software of comparable functionality acceptable you; or (iii) modify the Software to avoid the infringement.

5.2 If Innocast believes the options in Clause 5.1 are not commercially reasonable, then Innocast will terminate the license for the infringing Software and refund the applicable license fees paid by you for the infringing Software, less depreciation for use assuming straight line depreciation over twenty-four months.

6. Limited Warranty

6.1 Innocast warrants that for a period of thirty (30) days after proper and full installation of the Software, the Software will conform to its technical documentation and specifications in all material respects, provided the Software is used in accordance with the documentation and with compatible computer hardware and operating systems. This limited warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Innocast’s entire liability, and your sole and exclusive remedy shall be, at Innocast’s option, either to :-

(a) correct or help you work around or avoid a reproducible Error,

or (b) replace defective media or documentation

or (c) authorize a refund, so long as the Software is returned with a copy of your receipt within ninety (90) days of your date of purchase together with a brief written statement describing the alleged Error. An “Error” is a defect in the Software that causes it not to perform substantially in accordance with the limited warranty set forth above. Any replacement Software will be warranted for the remainder of the original warranty period only.

6.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE WARRANTY GIVEN IN CLAUSE 6.1 IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND Innocast DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT OF THIRD PARTY RIGHTS,REGARDLESS OF WHETHER Innocast KNOWS OR HAD REASON TO KNOW OF YOUR PARTICULAR NEEDS.

6.3 You acknowledge that your rights under this Agreement, in the nature of

warranty or otherwise, are solely against Innocast. NO THIRD PARTY MAKES ANY WARRANTY, ASSUMES ANY LIABILITY, OR UNDERTAKES TO FURNISH YOU WITH ANY SUPPORT OR INFORMATION CONCERNING THE SOFTWARE OR ANY PORTION OF THE SOFTWARE OR IS LIABLE FOR ANY DAMAGES WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR OTHERWISE. You hereby release all third parties from any claims, damages or losses arising from the use of the Software, regardless of the form of action.

7. Limitation of Liability

7.1 IN NO EVENT SHALL Innocast BE LIABLE TO YOU FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT THIS AGREEMENT OR CONNECTED IN ANY WAY WITH THE USE OF THE SOFTWARE, EVEN IF Innocast HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Innocast’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEES PAID BY YOU TO Innocast IN RESPECT OF THE SOFTWARE.

7.3 NO ACTION ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY YOU MORE THAN TWO YEARS AFTER THE CAUSE OF ACTION AROSE.

8. Indemnification

You will defend, indemnify and hold Innocast and its officers, employees and agents harmless from and against any claim, action, proceeding, liability, loss, damage, cost or expense (including, without limitation, legal costs and expenses) arising out of or in connection with a breach by you of your obligations under this Agreement.

10. Notices

10.1 Each notice or other communication given under this Agreement:

10.1.1 Delivery method: Must be in writing and given by hand delivery, courier such as FedEx, DHL, UPS and the like, certified mail with return receipt requested, facsimile or email. All overseas notices shall be sent by such courier; and

10.1.2 Delivery address: Must be addressed to the recipient party at its address or facsimile number or email address from time to time notified to the other party. The initial address, facsimile number and email address designated by each party is set out in the Software License and Support Order Form or other document under which the license is purchased by

you; and

10.1.3 Deemed delivery: Will be treated as having been received by the recipient party:

(a) if delivered by hand or by about courier, on delivery;

(b) if sent by mail, 2 Business Days after posting;

a transmission report confirming the successful transmission of all pages of the facsimile;

(d) if sent by email, when the sender receives an

acknowledgment or receipt confirming the successful transmission of the email or when the recipient acknowledges receipt of the notice (whether orally or in writing).

10.2 Notices received after-hours: Any notice received or treated as having been received in the place to which it is sent:

10.2.1 after 5.00 p.m. on a Business Day; or

10.2.2 on a day that is not a Business Day, will be treated as having been received by the recipient at 9.00 a.m. on the next Business Day in that place. “Business Day” means any day (other than a

Saturday, Sunday) on which all registered banks are open for general banking business in Queensland Australia.

11. Termination

11.1 Either party may terminate this Agreement if:

10.1.1 the other party is in breach of any of its obligations under this Agreement and fails to remedy such breach within thirty (30) days after being given written notice from the non- breaching party, except that upon a breach of Clauses 2 or 4, termination shall be effective upon such notice; or

11.1.2 is subject to bankruptcy, liquidation (except for the purpose of a solvent reconstruction or amalgamation) or insolvency proceedings, a receiver or statutory manager is appointed in respect of the whole or any part of its assets, it makes an assignment for the benefit of or composition or arrangement with its creditors or threatens to do any of these things.

11.2 Within 15 days of termination or expiry of this Agreement you will deliver

to Innocast or destroy (at Innocast’s discretion), all copies of any Software in its possession or control.

12. General Terms

12.1 Printed license terms – Any printed paper license terms for the Software signed by both parties shall take the place of any on-screen license terms for the Software.

12.2 Export restrictions – You agree to comply with all applicable export and re-export restrictions and regulations relating to the Software including all export laws and regulations of the Australian Government.

12.3 Force Majeure - Without affecting your payment obligations under this Agreement, neither party will be liable for any delay or failure to perform its obligations under this Agreement if the delay is due to an event beyond that party’s reasonable control.

12.4 Assignment – You must not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Innocast . Innocast may

assign or transfer all or any of its rights or obligations under this Agreement.

12.5 Severance - If any provision or part of a provision of this Agreement is or becomes invalid, void or unenforceable in any respect under any applicable law for any reason, it shall not affect the legality, validity or enforceability of the

other provisions or other part of any provisions of this Agreement and shall be severed from this Agreement so that the remaining provision or other part of any provision shall remain in force and effect and shall be valid and enforceable to the fullest extent permitted by the law.

12.6 Surviving clauses - All terms of this agreement susceptible to survival, will survive termination of this agreement.

12.7 Waiver - A waiver of any provision of this Agreement by any of the parties shall only be effective if in writing and shall only apply to the specific instance and purpose for which it was given. No waiver of any breach or failure to enforce any

provision of this Agreement at any time by either party shall in any way limit or waive the right of that party to subsequently enforce and compel strict compliance.

12.8 Amendment - No modification or addition to this Agreement shall be effective unless it is in writing signed by all of the parties hereto.

12.10 No partnership – Each party is an independent contractor and nothing in this Agreement shall evidence or be deemed to constitute a joint venture, partnership or agency between the parties.

12.11 Non-solicitation - For the term of this Agreement and for a period of twelve months following its termination or expiry, neither party will

engage or employ, either directly or indirectly, the employees of the other party without the prior written consent of that other party.

12.12 Counterparts – Any printed paper version of this Agreement may be executed in any number of counterparts (in each case whether an original, photocopy or facsimile), all of which taken together shall constitute one document. The transmission by facsimile or email by a party of one counterpart copy of this Agreement to the other parties shall be treated as proof of signature of that counterpart by that party, and the signed copy so transmitted shall be treated as a counterpart for the purposes of this Agreement.

12.13 Governing law and jurisdiction

This Agreement shall be governed by and construed in accordance with

the laws of the State of Queensland Australia and each party irrevocably and unconditionally submits to the exclusive jurisdiction of the Courts of the State of Queensland in relation to any disputes, actions, suits or proceedings arising out of or in connection to this Agreement. The parties unconditionally and irrevocably waive and agree not to raise, plead, or make any objection to proceedings arising out of or in connection with this Agreement in the Courts of the State of Queensland on

the grounds that those Courts are not the forum in which the dispute, action, suit or proceedings can be most suitably tried for the interests of all the parties and for the ends of justice. Notwithstanding the foregoing, Innocast may bring and maintain an action for injunctive relief pursuant to Clause 4.3 (“Irreparable Harm”) in any court of competent jurisdiction.

End of Document