1.1 You may reproduce the copyright material as set out below only. Such material shall only be distributed within Australia (as far as reasonably possible) and may only be used for the purposes set forth in this Agreement.
1.2 You acknowledge Intuit Inc’s and or Reckon’s ownership of all rights in and to the copyright material and shall only use the material with the proper copyright notice as required by Reckon from time to time.
1.3 Each depiction of copyright material by User shall appear with the following copyright notice: “Copyright © 2008 Intuit Inc and/ or Reckon Limited. All rights reserved.”
1.4 Reckon reserves the right to modify the copyright notice by providing you with a replacement or alternative notice.
1.5 You shall not use, and shall use best efforts to ensure that copyright material is not used in a negative or disparaging manner with respect to Intuit, Reckon or any product(s).
1.6 All licenses granted under this Agreement are conditioned upon your full and complete compliance with the provisions of the trademark and copyright laws of the United States and Australia.
1.7 You shall not modify the appearance of copyright material.
1.8 It shall be a condition of your ongoing rights under this Agreement that you shall include on any of your websites a reasonably prominent click through which shall link all visitors to those websites to http://www.quicken.com.au or such other destination as advised by Reckon from time to time.
1.9 Where any use of copyright material under this Agreement includes uploading material from http://www.quicken.com.au, then the following shall apply:
1.10 This Agreement shall begin on the day you accept by clicking on the hyperlinks and shall terminate on no less than 10 days prior written notice.
1.11 Notwithstanding the foregoing, Reckon may terminate this Agreement immediately if Reckon, in its sole discretion, determines that your use, reproduction or distribution of Copyright material is in breach of this Agreement or such use impacts in any way on Reckon’s competitive position.
1.12 You acknowledge that as between you and Reckon and Intuit, all rights in copyright material are owned by Intuit and/or Reckon. Nothing in this Agreement shall be interpreted as granting you any ownership rights in any copyright material. You shall not apply for, or be the assignee of, any copyright filing which would affect any Intuit or Reckon rights in any Copyright material or products or file any document with any governmental authority, or take any other action which could affect Intuit’s or Reckon’s ownership of such, or aid or abet anyone else in doing so.
1.13 To the extent permitted by applicable law, neither party shall be liable to the other party for lost profits, or consequential, indirect, incidental, special or punitive damages even if advised in advance of the possibility of such damages.
1.14 Independent Contractors – It is understood that both parties hereto are independent contractors engaged in the operation of their own businesses. Neither party hereto is to be considered the agent of the other party for any purpose whatsoever, and neither party has any authority to enter into any contracts or assume any obligations for the other party or make any warranties or representations for the other party.
1.15 This Agreement will be governed by and construed in accordance with the substantive laws applicable in New South Wales without regard to its provision on conflicts or choice of law rules.
1.16 If any provision of this Agreement is held to be invalid or unenforceable for any reason, then the remaining provisions will nevertheless remain in full force and effect.
1.17 To the maximum extent permitted by applicable law, the failure of either party to enforce at any time any of the provisions of this Agreement, or the failure to require, at any time, performance by the other party of any of the provisions of this Agreement, will in no way be construed to be a present of future waiver of such provisions, or in any way affect the validity of either party to enforce each and every such provision thereafter.
1.18 With the exception of title to, or ownership of, the intellectual property rights in Copyright material or products, any claim, dispute or controversy arising out of or relating to this Agreement, or the breach thereof that cannot be amicably resolved between the parties, shall be finally settled by arbitration in Sydney, New South Wales, in accordance with the International Chamber of Commerce Arbitration Rules, and judgment upon the arbitral award rendered may be entered in any court having jurisdiction thereof. With respect to any judgment rendered and entered, the prevailing party shall be entitled to recover from the non-prevailing party reasonable expenses including, without limitation, reasonable legal fees on a solicitor and client basis. Nothing in this section shall prevent Reckon from initiating any action in a court of competent jurisdiction to obtain injunctive or other provisional relief for any breach of it’s or Intuit’s intellectual property rights.
1.19 With the exception of payment obligations, neither party shall be liable for any delay or default in performing any of its obligations hereunder if such delay or default is caused buy acts of God or circumstances that are not reasonably foreseeable. In the event of such circumstances or acts, the affected party shall be entitled to a reasonable extension of time for the performance of any obligation identified under this Agreement.
