Important — Please read carefully: This Software Licence Agreement is a legal agreement between you and Acouso Pty Ltd for the Acouso-ROOM Software. By downloading, installing, or using the Software, you agree to be bound by these terms. If you do not agree, do not download, install, or use the Software.
If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity to this Agreement, and you agree to this Agreement on behalf of that entity. In that case, “You” refers to that entity. If you do not have such authority, you must not install, access, or use the Software.
1. Definitions
“Account” means the user account established by you for access to the Software and associated cloud services.
“Acouso, We, or Us” means Acouso Pty Ltd ACN 683 118 756.
“Authentication Credentials” means licence keys, activation codes, login credentials, API tokens, or any other mechanism used to authenticate authorised use of the Software.
“Business Day” means a day other than a Saturday, Sunday, or public holiday in Queensland, Australia.
“Cloud Infrastructure” means Acouso’s hosted systems used to process Project Data using proprietary algorithms.
“Confidential Information” means any non-public information disclosed by or on behalf of a party that relates to that party’s business, technology, customers, operations, or the subject matter of this Agreement, whether disclosed in writing, orally, or by inspection, including information relating to the Software, Cloud Infrastructure, Project Data, pricing, and business plans.
“Designated Equipment” means the computer equipment meeting our published minimum specifications on which you may install and use the Software.
“Documentation” means user guides, manuals, and technical documentation provided with the Software.
“Privacy Policy” means Acouso’s privacy policy, as updated from time to time, which describes how Acouso collects, uses, stores, and discloses Personal Information, and which is available at https://acouso.com/privacy or such other URL as notified by Acouso to the Licensee.
“Professional Judgement” means the independent application of skill, care, expertise, and decision-making by a suitably qualified professional, having regard to the specific circumstances of the project, applicable building codes, standards, guidelines, and accepted industry practices, and includes the verification and validation of all inputs, assumptions, modelling methods, and outputs produced by the Software before reliance on those outputs for any design, certification, or compliance purpose.
“Project Data” means all data, files, models, parameters, inputs, and other content created, uploaded, processed, or generated by you through use of the Software, including any outputs derived from such data.
“Software” means the Acouso-ROOM software application, including any updates or new releases.
“Software Licence Agreement” means this agreement.
“Subscription” means your paid subscription to use the Software for the applicable Subscription Term, and includes any Trial Access where the context permits.
“Subscription Term” means the period for which you have access and use the Software (e.g., monthly or annual).
“Subscription Quantity” means the number of licensed users.
“Third-Party Software” means any software, platforms, plugins, or services not developed or controlled by Acouso, including Autodesk Revit and any Revit add-ins or extensions.
“Trial Access” means access to the Software provided on a limited-feature, evaluation, or time-limited basis, whether or not fees are payable, for the duration of the Trial Term.
“Trial Term” means the period during which Trial Access is made available to you, as determined by Acouso at its sole discretion. The Trial Term may be time-limited, feature-limited, or both, and will be communicated to you at the time of registration or via the Acouso website. Acouso may vary, extend, or curtail the Trial Term at any time without notice.
“Uptime Target” means monthly availability of the Cloud Infrastructure, excluding planned and emergency maintenance and circumstances beyond Acouso’s reasonable control.
“Warranty Period” means the period specified in your Subscription or in any separate licence agreement between you and Acouso, and if no period is specified, the first thirty (30) days of the Subscription Term.
“You or User” means the individual or entity that has purchased or subscribed to the Software.
2. Grant of Licence
2.1. Subject to your compliance with this Software Licence Agreement and payment of applicable fees (if any), Acouso grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to install and use the Software on your Designated Equipment for your internal business purposes during the applicable Trial Term or Subscription Term.
2.2. This licence permits you to install the Software on the number of Designated Equipment specified as the Subscription Quantity.
2.3. The Software requires internet connectivity for core functionality, including cloud-based processing.
2.4. The Software also requires compatible third-party software, including Autodesk Revit, which is not provided by Acouso and must be separately licensed by you.
3. Trial Access
3.1. We may make the Software available on a limited-feature, evaluation, or trial basis (“Trial Access”) for the Trial Term, with restricted functionality, or both.
3.2. During Trial Access:
a) The Software may contain limited features or usage caps.
b) We may suspend, modify, or terminate Trial Access at any time without notice.
c) No Subscription fees are payable unless agreed between you and Acouso, or you elect to upgrade.
d) All limitations, disclaimers, and liability exclusions in this Agreement apply in full.
e) Trial Access does not create any obligation on Acouso to continue providing access beyond the Trial Term.
f) The Warranty Period does not apply during Trial Access.
g) Service level commitments and uptime credits do not apply during Trial Access.
h) No technical guaranteed support during trial unless agreed in writing.
i) No guarantee of data export on trial termination; Acouso may terminate Trial Access without notice under clause 3.2(b).
3.3. If you elect to upgrade from Trial Access to a paid Subscription, the Subscription Term commences on the date of upgrade and applicable Subscription Fees become payable.
3.4. You acknowledge that Trial Access is provided for evaluation purposes only and must not be relied upon for regulatory certification, compliance submissions, or professional sign-off.
4. Licence Restrictions
4.1. You must not, and must not permit any third party to:
a) use the Software for any unlawful purpose or in violation of this Software Licence Agreement;
b) rent, lease, sublicence, distribute, or transfer the Software to any third party;
c) remove or alter any proprietary notices on the Software;
d) use the Software in any safety-critical, life-critical, or high-risk application;
e) attempt to interfere with, disrupt, or gain unauthorised access to our Cloud Infrastructure;
f) use the Software to process data on behalf of third parties or provide bureau services, meaning services where the primary purpose is reselling access to the Software or offering Software-based processing as a standalone service; for avoidance of doubt, use of the Software to provide services to external clients is permitted only where the Software is used as part of broader professional consulting services, the client does not receive direct access to the Software, and such use is not a substitute for licensing the Software to those clients;
g) be installed on, or accessed from, any server-based, shared, or virtualised computing environment, including VDI, RDS, Citrix, cloud workspaces, or similar technologies, whether hosted internally or by third parties, unless expressly authorised in writing by Acouso;
h) use outputs, Project Data, or any results from the Software to train, validate, or develop machine learning or artificial intelligence systems without Acouso’s prior written consent. This includes use in any dataset aggregation, benchmarking corpus, or automated pattern extraction system;
i) exceed the number of installations or users permitted by your Subscription;
j) use the Software in violation of any applicable export control, trade sanctions, or embargo laws; for avoidance of doubt, you represent that you are not located in, under control of, or a national or resident of any country subject to Australian or international trade sanctions, and you will not use the Software in violation of export control laws;
k) share, disclose, sell, transfer, or permit use of your Authentication Credentials by any other person or entity, or allow multiple users to access the Software using a single Account or set of Authentication Credentials, except as expressly permitted by your Subscription;
l) attempt to bypass or circumvent any technical limitations on users, devices, or installations;
m) access or use the Software or cloud services through automated scripts, bots, or batch processing systems including via APIs, scraping, headless environments, or simulated user input not provided or approved by Acouso;
n) publish, disclose, or share with any third party any performance benchmarks, test results, comparative analyses, or evaluations of the Software without Acouso’s prior written consent.
5. Copying, Reverse Engineering and Competition Restrictions
5.1. Except as expressly permitted in this Agreement, you must not copy or reproduce the Software or Documentation, in whole or in part, by any means or in any form, without our prior written consent.
5.2. You must not, and must not permit any third party to or attempt to, copy, analyse, access, or use the Software, Documentation, outputs, or Cloud Infrastructure for the purpose of:
a) developing, training, testing, or validating any competing product, service, model, or functionality;
b) reverse engineering, reverse assembling, reverse compiling, decompiling, disassembling, or otherwise attempting to derive source code from the Software;
c) discovering, deriving, or recreating the algorithms, methodologies, databases, or processes of the Software or the Cloud Infrastructure;
d) using the Software’s outputs, processing results, error messages, or behaviour to infer or replicate our proprietary methods;
e) monitoring, intercepting, analysing, replaying, or manipulating network communications between the Software and the Cloud Infrastructure for the purpose of discovering processing methods, system behaviour, or algorithms; or
f) allowing, authorising, or assisting any third party to do any of the foregoing,
except to the extent such activities cannot be prohibited under applicable law (including for lawful interoperability purposes under the Copyright Act 1968 (Cth)), in which case you must provide us with at least 30 days’ prior written notice and a reasonable opportunity to provide the necessary information to achieve interoperability.
5.3. You may make one (1) copy of the Software solely for backup and security purposes. Any such copy remains our property and is subject to this Agreement.
5.4. You must ensure any permitted copy of the Software bears all copyright and proprietary notices included in the original and must comply with any reasonable directions we give regarding such notices.
5.5. If we reasonably request, you must notify your employees, contractors, and other authorised users of their obligations under this clause and of the possible civil and criminal consequences of unauthorised copying, analysis, or competitive use of the Software.
6. Modifications and Customisations
6.1. You must not modify, alter, adapt, translate, create derivative works of, or merge any part of the Software or Documentation with any other software, scripts, plugins, automation tools, or systems, nor attempt to bypass, disable, or interfere with any technical or security features of the Software or Cloud Infrastructure, without our prior written consent.
6.2. We may, at our sole discretion, agree to develop or permit modifications, integrations, configuration changes, or custom features at your request. Unless otherwise agreed in writing:
a) all costs associated with investigating, developing, testing, deploying, or supporting any such modifications or customisations will be borne solely by you and charged as Additional Services;
b) we may decline any request that could compromise the security, integrity, performance, availability, or regulatory compliance of the Software or Cloud Infrastructure, or adversely affect other customers;
c) you indemnify and hold us harmless from and against any loss, liability, cost, or expense (including reasonable legal costs) arising from or in connection with such modifications or customisations, including any third-party intellectual property claims; and
d) any modification or customisation may affect compatibility with future versions of the Software, and we may require removal or reversion of any modification as a condition of providing updates, support, or continued access.
6.3. All Intellectual Property Rights in and to the Software, Cloud Infrastructure, and any modifications, enhancements, configurations, integrations, or derivative works (whether developed by us, by you with our permission, or by a third party) remain exclusively vested in Acouso, unless expressly agreed otherwise in writing.
6.4. This Agreement applies to the Software as modified or customised, and all licence restrictions and obligations continue to apply in full.
7. Subscription Fees and Payment
7.1. Where the Software is obtained through a third-party marketplace (including the Autodesk App Store), billing, renewals, and refunds may be subject to the marketplace provider’s terms.
7.2. You must pay the applicable Subscription fees in advance for each Subscription Term.
7.3. Subscription fees are exclusive of GST and other applicable taxes.
7.4. If you fail to pay when due, we may suspend your access to the Software until payment is received.
7.5. We may change Subscription Fees for renewal terms by giving at least 30 days’ prior written notice before the start of the next Subscription Term. If you do not agree to the revised fees, you may elect not to renew your Subscription at the end of the then-current Subscription Term.
7.6. We may suspend or restrict your access to the Software immediately if we reasonably believe that your use of the Software:
a) poses a security risk to our systems or other users;
b) threatens the stability, availability, or integrity of our Cloud Infrastructure;
c) violates applicable law; or
d) materially breaches this Software Licence Agreement.
We will use reasonable efforts to notify you of any suspension and, where appropriate, provide an opportunity to remedy the issue. Fees remain payable during any suspension where the suspension is caused by your material breach of this agreement, your failure to pay fees when due, or circumstances within your control that pose security or legal risks. Continued suspension due to unresolved breach may result in termination under clause 17.
8. Cloud-Based Processing
8.1. You acknowledge that the Software operates by transmitting your Project Data to our Cloud Infrastructure for processing using our proprietary algorithms.
8.2. Project Data transmitted to our Cloud Infrastructure:
a) is processed solely to generate acoustic analysis results;
b) is processed using systems that are not designed to associate Project Data with individual user identities;
c) is deleted from active processing systems within 48 hours of processing and from routine backups within a reasonable period thereafter, except to the extent retention is required for technical support, billing disputes, legal compliance, or enforcement of this Software Licence Agreement;
d) may be used in aggregated and de-identified form for improving the Software, developing new features, and research and development;
e) will not be sold or disclosed to third parties except to service providers required to operate, secure, and support the Cloud Infrastructure under confidentiality obligations, or as required by law.
8.3. Our Cloud Infrastructure is hosted in Australia. Data is stored and processed solely within Australia.
8.4. While we do not guarantee uninterrupted availability, we will use commercially reasonable efforts to maintain the availability and performance of our cloud processing services, subject to scheduled maintenance, emergency maintenance, and circumstances beyond our reasonable control.
8.5. We may impose reasonable limits on usage of cloud processing resources, including limits on project size, frequency of submissions, or total processing volume, which may vary by subscription type or be necessary to protect system performance.
8.6. We target 99% monthly uptime for the Cloud Infrastructure (“Uptime Target”), calculated as: ((total minutes in the month – unplanned downtime minutes) / total minutes in the month) × 100. The Uptime Target excludes:
a) scheduled maintenance, for which we will use reasonable efforts to provide at least 48 hours’ prior notice;
b) emergency maintenance required to address security vulnerabilities or critical defects;
c) downtime caused by circumstances beyond our reasonable control, including Force Majeure Events, failures of third-party infrastructure providers, or internet outages;
d) downtime caused or contributed to by your acts or omissions, including submission of malformed models or excessive processing requests; or
e) downtime attributable to Autodesk Revit or other third-party software.
If we fail to meet the Uptime Target in any calendar month, you may request a service credit equal to a pro-rata portion of the Subscription Fee attributable to the period of unplanned downtime during the relevant month, up to a maximum of one month’s equivalent Subscription Fee. Service credits are your sole remedy for unavailability of the Cloud Infrastructure and must be claimed within 30 days of the relevant month. Credits will be applied to your next Subscription renewal and will not be paid as cash refunds.
9. Data and Backups
9.1. Primary storage of Project Data occurs locally on your Designated Equipment. You are solely responsible for maintaining backups of all Project Data.
9.2. We provide no data recovery services and are not liable for any loss of data.
9.3. Before your Subscription expires or is terminated, you must export any Project Data you wish to retain.
10. Professional Responsibility
10.1. The Software is a tool to assist with acoustic analysis. It is not a substitute for Professional Judgement.
10.2. You are solely responsible for:
a) verifying that results produced by the Software are appropriate for your specific applications;
b) ensuring compliance with all applicable building codes, acoustic standards, and regulations;
c) obtaining independent verification by qualified acoustic engineers or consultants where required by professional standards, codes of practice, or your professional indemnity insurer;
d) all professional work product, designs, certifications, and submissions that incorporate outputs from the Software.
10.3. The Software is not certified, approved, or endorsed by any regulatory authority, standards body, or government agency. Use of the Software does not constitute compliance certification, professional sign-off, or regulatory approval of any design, project, or submission.
10.4. You are solely responsible for the accuracy, completeness, and integrity of all building models, parameters, and data created in Autodesk Revit and provided to the Software for processing. We are not responsible for errors, omissions, or inaccuracies arising from corrupted models, incorrect modelling practices, improper parameter usage, or limitations of Autodesk Revit or any third-party plugins or add-ins.
11. Intellectual Property
11.1. All intellectual property rights in the Software, Documentation, algorithms, methodologies, databases, and Cloud Infrastructure belong exclusively to Acouso.
11.2. This Software Licence Agreement does not grant you any ownership rights in the Software.
11.3. You retain all intellectual property rights in your Project Data and work product but grant us a licence to process your data as necessary to operate the Software and for the purposes described in this agreement.
11.4. Any breach of clauses relating to intellectual property or confidentiality may cause irreparable harm for which damages may be inadequate, and Acouso may seek injunctive or equitable relief.
12. Feedback
12.1. We welcome and encourage feedback, suggestions, ideas, and improvement proposals about the Software (“Feedback”). If you choose to provide Feedback, you grant Acouso a non-exclusive, worldwide, royalty-free, perpetual, and irrevocable licence to use, reproduce, modify, adapt, incorporate, and otherwise use that Feedback for any purpose, including to improve the Software and develop new products or features.
12.2. You represent that you have the right to provide such Feedback and that doing so does not infringe any third-party rights.
12.3. Acouso may use your Feedback for any purpose without any obligation of confidentiality, attribution, or compensation to you.
13. Privacy
13.1. We collect, use, and disclose personal information in accordance with our Privacy Policy available at www.acouso.com/privacy.
13.2. We collect your name, email, company name, and contact details for account management, licensing, and billing purposes.
13.3. Personal information may be retained for legal, accounting, and compliance purposes after termination in accordance with our Privacy Policy.
13.4. For authentication, we collect hashed and truncated IP addresses, and hashed machine codes.
14. Warranties and Disclaimers
14.1. We warrant that during the Warranty Period, the Software will perform materially in accordance with the functional specifications described in the Documentation for core features.
14.2. If you report a defect during the Warranty Period, we will use commercially reasonable efforts to correct it, provide a workaround, or refund a pro-rata portion of your Subscription fee.
14.3. Except as expressly provided in clause 14.1 and subject to the Australian Consumer Law, we provide the Software “as is” without warranties of any kind.
14.4. We do not warrant that:
a) the Software will be error-free, uninterrupted, or secure;
b) results produced by the Software will be accurate, complete, or reliable or suitable for regulatory reliance without independent professional verification;
c) use of the Software will ensure compliance with any building code or standard;
d) the Software will meet your specific requirements;
e) our Cloud Infrastructure will be available at all times.
14.5. Certain guarantees under the Australian Consumer Law cannot be excluded. Where such guarantees apply, our liability is limited to resupplying the Software or refunding the Subscription fee.
14.6. Additional warranty limitations and exclusions may apply under any separate Software Licence Agreement.
14.7. The Software integrates with Autodesk Revit, which is a third-party product owned and licensed by Autodesk, Inc. Acouso is not affiliated with, endorsed by, sponsored by, or otherwise associated with Autodesk, Inc., and Autodesk has no responsibility or liability for the Software.
14.8. We do not warrant that the Software will be compatible with all Autodesk Revit add-ins, plugins, extensions, or other third-party software installed by you, and we are not responsible for any conflicts, errors, or performance issues caused by such software.
15. Limitation of Liability
15.1. To the maximum extent permitted by law, we are not liable for any indirect, consequential, incidental, or special damages, including loss of profits, loss of data, business interruption, or loss of opportunity.
15.2. Our total aggregate liability for all claims arising out of or in connection with this Software Licence Agreement will not exceed the greater of:
a) the total Subscription Fees paid by you in the 12 months preceding the event giving rise to the claim; or
b) AUD $100.
15.3. Nothing in this Software Licence Agreement limits our liability for fraud, death or personal injury caused by our negligence, or other liability that cannot be lawfully limited.
15.4. Where you are party to a separate Software Licence Agreement, that agreement governs to the extent of any inconsistency.
16. Indemnity
16.1. You indemnify us against any loss, liability, damage, cost, or expense (including reasonable legal costs) arising from or in connection with:
a) your breach of this Software Licence Agreement;
b) your use of the Software in violation of applicable laws;
c) any claim by a third party arising from your misuse of the Software, your failure to apply appropriate Professional Judgement, or your use of outputs from the Software in a manner inconsistent with the Documentation or applicable professional standards;
d) any claim that your Project Data infringes third party rights;
e) claims arising from representations made by the Licensee to third parties regarding the Software;
f) unauthorised access to the Software resulting from your failure to maintain adequate security.
16.2. You are responsible for all use of the Software occurring under your Account or Authentication Credentials, whether authorised by you or not.
16.3. If a claim arises that is subject to your indemnity, we may participate in and control the defence and settlement of the claim, and you must not settle any such claim in a way that imposes liability or obligations on us without our prior written consent.
16.4. We will indemnify you against any third-party claim that the unmodified Software infringes any Australian patent, copyright, or trademark, and will pay any damages finally awarded or agreed in settlement, provided that you:
a) promptly notify us of the claim;
b) allow us sole control of the defence and settlement; and
c) provide reasonable assistance at our expense.
We will have no liability under clause 16.4 to the extent the claim arises from:
a) your Project Data;
b) use of the Software in combination with non-Acouso products or data;
c) modifications not made by us; or
d) use otherwise than in accordance with this Software Licence Agreement.
17. Term and Termination
17.1. This Software Licence Agreement commences on the date you first download, install, or access the Software (including under any Trial Access) and continues for the duration of your Trial Access and any subsequent Subscription.
17.2. We will provide written notice of the upcoming renewal and applicable renewal fees at least 30 days before the end of your then-current Subscription Term. If you cancel your Subscription at least 7 Business Days before the renewal date, no renewal charge will be processed. If you cancel less than 7 Business Days before the renewal date, the renewal will proceed and you will be charged for the new Subscription Term, and no refund will be provided.
17.3. Renewal will occur at the then-current subscription fees, as notified to you prior to renewal.
17.4. We may terminate this Software Licence Agreement immediately if you breach any term and fail to remedy the breach within 14 days of notice.
17.5. Upon termination or expiry:
a) you must immediately cease using the Software and uninstall all copies;
b) we will deactivate your licence keys;
c) you must pay all outstanding Subscription fees;
d) where practicable, we will provide you with a reasonable opportunity to export your Project Data prior to termination or expiry of your Subscription. However, we may immediately suspend access without such opportunity where termination is required for security, legal, or compliance reasons, and we are not obligated to retain any Project Data after termination.
17.6. You remain solely responsible for exporting any Project Data stored locally before termination or expiry.
17.7. No refund of Subscription fees will be provided for early termination, except where required by law.
17.8. Clauses relating to IP, confidentiality, indemnities, liability and governing law survive termination.
18. Force Majeure
18.1. Neither party will be liable for any delay in performing, or failure to perform, its obligations under this Agreement (other than payment obligations) if such delay or failure results from events beyond its reasonable control, including natural disasters, acts of God, government actions, war, terrorism, labour disputes, internet outages, failures of telecommunications networks, or failures of third-party infrastructure providers (each a Force Majeure Event).
18.2. If a Force Majeure Event occurs, the affected party must:
a) notify the other party as soon as reasonably practicable;
b) use reasonable efforts to mitigate the impact and resume performance; and
c) keep the other party informed of the status.
18.3. If a Force Majeure Event prevents the Licensor from providing the Software for more than 30 consecutive days, either party may terminate this Agreement on written notice. If the Licensee terminates under this clause, we will refund a pro-rata portion of prepaid Subscription Fees for the unused period.
19. Updates and Support
19.1. During your Subscription Term, we will provide maintenance releases and minor feature updates to the Software that we make generally available to subscribers. We reserve the right to charge additional fees for major version upgrades, new modules, or separate products.
19.2. We may require you to install updates, particularly for security patches or changes necessary to maintain compatibility with our Cloud Infrastructure. Failure to install these updates may result in the Software not functioning as desired.
19.3. You must install updates required for security, legal compliance, or cloud compatibility.
19.4. Failure to install required updates may result in suspension of access or termination.
19.5. We may discontinue support for outdated versions of the Software.
19.6. The Software is designed to operate only with the specific versions of Autodesk Revit specified in the Documentation or on our website. We do not warrant compatibility with earlier or later versions of Autodesk Revit, or with beta, preview, or modified versions. Updates to Autodesk Revit may affect the operation or compatibility of the Software, and we are not responsible for incompatibility arising from changes made by Autodesk or other third parties.
20. Audit Rights
20.1. We may audit your use of the Software solely to verify compliance with this Software Licence Agreement, on at least 10 Business Days’ prior written notice, and no more than once in any 12-month period unless we reasonably suspect material non-compliance.
20.2. Any audit will be conducted during normal business hours, in a manner that does not unreasonably interfere with your business operations, and subject to reasonable confidentiality obligations.
20.3. We will treat all information obtained during an audit as confidential and will not access, copy, or use your Project Data except to the extent necessary to verify licence compliance.
20.4. If an audit reveals you have underpaid fees by more than 5% or materially breached this Software Licence Agreement, you must pay the shortfall, our reasonable audit costs, and any applicable interest.
21. Dispute Resolution
21.1. If a dispute arises out of or in connection with this Agreement (other than a dispute relating to non-payment, intellectual property infringement, or breach of confidentiality or data protection obligations, which may be referred immediately to the courts):
a) either party may give the other party written notice of the dispute, setting out details of the dispute;
b) within 10 Business Days of such notice, senior representatives of each party (at general manager level or above) must meet (in person or by video conference) and attempt in good faith to resolve the dispute;
c) if the dispute is not resolved within 20 Business Days of the notice, either party may refer the dispute to mediation administered by the Australian Commercial Disputes Centre (ACDC) in accordance with the ACDC Guidelines;
d) the parties must share equally the costs of any mediator; and
e) if the dispute is not resolved within 40 Business Days of the initial notice (or such longer period as the parties agree), either party may commence court proceedings.
21.2. Nothing in this clause prevents either party from seeking urgent interlocutory relief from a court.
21.3. Each party must continue to perform its obligations under this Agreement despite the existence of a dispute, except to the extent that the dispute directly affects the party’s ability to perform those obligations.
22. Relationship of Parties
22.1. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.
22.2. Neither party has authority to bind or make representations on behalf of the other party except as expressly authorised in this Agreement.
22.3. The Licensee acknowledges that the Licensor may enter into similar agreements with other parties and that this Agreement does not create any exclusive relationship.
23. Confidentiality
23.1. Each party must keep confidential and not disclose the other party’s Confidential Information, except:
a) to employees, contractors, or advisers who need to know;
b) if required by law;
c) if the information is publicly available; or
d) with the other party’s written consent.
23.2. This obligation survives termination of this Agreement.
24. Publicity
24.1. Subject to clause 24.2, the Licensor may:
a) identify the Licensee as a customer of the Licensed Software in marketing and promotional materials;
b) use the Licensee’s name, logo, and trade marks for such purposes; and
c) include a general description of the services provided under this Agreement in case studies, provided no Confidential Information is disclosed.
24.2. The Licensee may object to any use described in clause 24.1 by providing written notice to the Licensor, in which case the Licensor will cease such use within 30 days.
24.3. Neither party may issue any press release or public statement regarding this Agreement or the relationship between the parties without the other party’s prior written consent, except as required by law.
25. General
25.1. This Software Licence Agreement is governed by the laws of Queensland, Australia. Disputes must be brought in the courts of Queensland.
25.2. This Software Licence Agreement constitutes the entire agreement between you and Acouso regarding the Software.
25.3. We may amend this Software Licence Agreement by providing at least 30 days’ notice. Material amendments will only take effect from the commencement of your next Subscription Term, not during your then-current Subscription Term. We may implement non-material administrative or technical amendments during the current term with notice. If you do not agree to material amendments that will apply to your next Subscription Term, you may elect not to renew your Subscription at the end of the then-current Subscription Term by providing notice before the renewal date. Amendments required by law, or to address security, safety, or legal compliance issues may take effect immediately or as required, and we will provide as much notice as reasonably practicable in such circumstances.
25.4. You may not assign or transfer this Software Licence Agreement without our written consent.
25.5. If any provision of this Software Licence Agreement is invalid or unenforceable, the remaining provisions continue in full force and effect.
25.6. Any notice under this Software Licence Agreement may be given by email to the email address associated with your Account (or such other address notified by a party).
26. Contact
If you have questions about this Software Licence Agreement, please contact us at:
Acouso Pty Ltd Email: support@acouso.com Website: www.acouso.com