End User Licence Agreement for The Cargo Cult software: Slapper v3.x

DEFINITIONS:
"The Cargo Cult" means Maggot Media Ltd, trading as The Cargo Cult.

"Licensed Version" means any version number of the Software that is greater than or equal to 3.0.0, and less than 4.0.0.

"Software" means any compiled binary of the Slapper software product which has a version number greater than or equal to 3.0.0 and less than 4.0.0, including all associated binaries, audio files, resources, electronic user manual, and authorisation details, but excluding any Third Party Libraries or resources detailed below in this EULA. 

"Third Party Library" means any third party library used with the Software and licensed separately by third parties, including those referred to below in this EULA.

The Software is owned and licensed by The Cargo Cult ('we', 'us', 'our'). This end user licence agreement ('EULA') creates an agreement between you, the Software user, ('you', 'your', 'user') and us. You must not access, install, or use the Software without a valid EULA granted or authorised by us. By downloading, accessing, or using the Software you agree to the terms of this EULA. YOU MUST NOT ACCESS OR USE THE SOFTWARE UNLESS YOU ACCEPT AND AGREE TO ALL TERMS OF THIS EULA. 

The Cargo Cult will provide the Software under one (1) general licence type ("Licence Types")

1. "Perpetual Licence". A licence to use the Licensed Version of the Software which is not time-limited when used in accordance with the terms of this EULA.
Grant of licence and use restrictions: Subject to the terms of this EULA, and in consideration of your payment of all licence fees, we grant you a non-exclusive, non-sub licensable licence to install the Licensed Version of the Software on a single computer and access and use the Software in accordance with the Licence Type purchased. All other rights are expressly reserved to us. 

Use restrictions: You must not:
• sub-license, transfer, resupply, distribute, or otherwise make available the Software to any third party, directly or indirectly, including by way of bureau operation, timeshare, outsourcing or otherwise;
• copy, reproduce, translate, transmit, modify, reverse engineer, decompile, or disassemble the Software, except in the case of any Third Party Library which permits such activity;
• attempt to circumvent any software protection mechanisms in the Software, including any mechanisms used to restrict or control Software functionality;
• attempt to create any software which has features or functionality the same as or similar to the features and functionality of the Software;
• remove any copyright, trade mark, or proprietary rights notices included in or on the Software;
• disrupt or interfere with the Software's operation or other user's use and enjoyment of the Software; or
• use the Software to directly or indirectly breach any applicable law or regulation.

Special licence terms: 
If the Software is made available to you on a special basis, such as for trial period, for demonstration or beta testing purposes, or otherwise on a not for production use basis, then: 
• your rights under this EULA may be granted for a limited term specified by (or on behalf of) us; and
• we may terminate this EULA without notice and with immediate effect. 

Fees and authorisation procedure: 
Your rights under this EULA are conditional on your payment of all fees imposed by us from time to time ('Fees'). You must pay such Fees at the times and in the manner notified to you. The Software will function only after you have received from us the applicable 'authorisation asset' and only for the duration of the time period covered by the purchased License Type. You acknowledge that we will not provide the 'authorisation asset' until we have confirmed receipt of the Fees and all applicable taxes from you and that, in the case of a Subscription License, the "authorisation asset' will cease to provide access to the Software once the subscription term has expired, unless automatic renewal of the license has been arranged by the user.  The 'authorisation asset' will be in the form of an 'iLok' asset generated and managed by, and subject to the terms of, PACE Anti-Piracy. 

Taxes: 
The Fees do not include goods and services tax, value added tax, or any other taxes, duties, levies, imposts, or charges that may apply from time to time (together, 'taxes'). We may invoice, and you must pay, such taxes in addition to the Fees at the rate applicable at the time of supply.

Intellectual Property: 
The Software is protected under copyright and other laws of New Zealand and other jurisdictions. With the exception of the Third Party Libraries, all intellectual property rights including all patents, trade marks, copyright, and trade secrets and all other proprietary rights that may subsist in the Software, including all improvements, modifications, or enhancements made by any person to the foregoing (together, the 'IP Rights') belong solely to us or our licensors. No right, title or interest in any IP Rights are transferred to you. You may not use or reproduce our trade marks for any reason. You agree to respect our claim to ownership of the IP Rights and agree not to challenge our claim to ownership of the IP Rights or to permit any act that may infringe the IP Rights, at any time including after termination or expiry of this EULA.

WARRANTY:
IF YOU FOLLOW OUR INSTRUCTIONS, WE PROVIDE THE FOLLOWING LIMITED WARRANTY: THAT THE SOFTWARE WILL MATERIALLY CONFORM TO SPECIFICATIONS SET OUT IN ITS DOCUMENTATION FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF INSTALLATION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED TO YOU "AS-IS", AND WE HEREBY DISCLAIM ANY AND ALL OTHER WARRANTIES, REPRESENTATIONS, OR GUARANTEES OF ANY KIND (WHETHER EXPRESS, IMPLIED, OR STATUTORY) INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPATIBILITY WITH YOUR SYSTEMS, NON-INFRINGEMENT AND AVAILABILITY. YOU MUST SOLELY ASSESS THE SUITABILITY OF THE SOFTWARE FOR YOUR BUSINESS AND ACCEPT SOLE RESPONSIBILITY FOR THE CONSEQUENCES OF ANY DECISIONS MADE ON THE BASIS OF INFORMATION DERIVED FROM USE OF THE SOFTWARE.

EXCLUSION OF LIABILITY: 
THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF INCOME, PROFITS, SAVINGS, REVENUE OR DATA, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE LOSS, DAMAGE, OR EXPENSE INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY IN RELATION TO THE USE OF THE SOFTWARE OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF THIS EULA IRRESPECTIVE OF THE CAUSE OF ACTION, INCLUDING NEGLIGENCE AND BREACH OF STATUTORY DUTY. 

INDEMNITY: 
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, EACH PARTY AGREES TO INDEMNIFY AND HOLD THE OTHER PARTY, AND ITS AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, AND PARTNERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES (ACTUAL AND CONSEQUENTIAL), LOSSES, AND EXPENSES (INCLUDING REASONABLE  ATTORNEYS’ FEES) DIRECTLY ARISING FROM THAT PARTY’S: (I) BREACH OF ANY CONFIDENTIALITY OBLIGATION; (II) NON-COMPLIANCE WITH ANY APPLICABLE LAW OR REGULATION; (III) VIOLATION OF THE APPLICABLE DATA PROCESSING ADDENDUM (“DPA”), IF ANY; OR (IV) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

LIMITATION OF LIABILITY: 
IF, NOTWITHSTANDING THE EXCLUSIONS AND LIMITATIONS SET OUT IN THIS EULA, A PARTY IS NONETHELESS HELD OR FOUND TO BE LIABLE FOR ANY MATTER RELATING TO OR ARISING IN CONNECTION WITH THIS EULA, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, THE AMOUNT OF DAMAGES RECOVERABLE AGAINST THAT PARTY FOR ALL EVENTS, ACTS, OR OMISSIONS SHALL BE LIMITED IN AGGREGATE (IRRESPECTIVE OF THE NUMBER OF CLAIMS MADE) TO: (I) IN RELATION TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS DESCRIBED ABOVE, THREE TIMES THE FEES ACTUALLY PAID BY YOU TO US UNDER THIS EULA; AND (I) FOR ALL OTHER CLAIMS, THE FEES ACTUALLY PAID BY YOU TO US UNDER THIS EULA. NO ACTION UNDER THIS EULA MAY BE BROUGHT BY EITHER PARTY MORE THAN TWO YEARS AFTER THE CAUSE OF ACTION AROSE.

Suspension and Termination: 
We may terminate this EULA without notice and with immediate effect if:
• you infringe any of the IP Rights, threaten to do so, or suffer or permit anyone to do so; or
• breach any of the terms of this EULA.

If this EULA is terminated for any reason, your licence to use the Software is terminated immediately and you must promptly destroy all copies of the Software. If we have a right to terminate this EULA, we may by written notice suspend your rights under this EULA until you have remedied the breach or infringement to our reasonable satisfaction.

Changes:
We may:
• modify, suspend, or cease providing the Software, or any information or feature in it, at any time without notice;
• change the terms of this EULA from time to time. By continuing to access or use the Software following notification of the changes, or by your installation of a new version of the Software, you accept the revised EULA. You consent to receive communications from us electronically; and
• assign this EULA to a person or entity which controls, is controlled by, or is under common control with us, which acquires all or substantially all of our business, or which acquires intellectual property rights in the Software.

Transfer or assignment by you: 
You may request that we transfer your rights under this EULA to a third party ('transferee'). We may grant or withhold consent to transfer in our sole and absolute discretion. Any attempted transfer or assignment without our prior written consent is void and without effect. If we consent to transfer this EULA:
you must transfer the Software and the documentation (including the most recent version and all prior versions of the Software in your possession or control) to the transferee on a permanent basis;
you must retain no copies of the Software or the documentation;
the transferee must accept all the terms of this EULA, and agree to be bound by them, prior to such transfer; and
you must provide all information and assistance reasonably required by us in order to effect the transfer including, promptly executing (and procuring the execution by the transferee of) all documentation required by us.

Entire agreement: 
This EULA is the complete agreement for the supply and licensing of the Software and supersedes all prior or contemporaneous agreements or representations, written or oral, regarding the Software.

Law: 
This EULA shall be governed by the laws of New Zealand. You hereby unconditionally and irrevocably submit to the jurisdiction of the courts of New Zealand and agree that those courts shall have non-exclusive jurisdiction to hear and determine any dispute arising in relation to this EULA. 
Third Party Libraries: The following Third Party Libraries are licensed under separate terms:

