Incitec Pivot grants to You a non-transferable and non-exclusive licence to use the Software subject to the following conditions ("Licence"). Your use of the Software under this Licence is also subject to Incitec Pivot’s Terms and Conditions of Business as published on Incitec Pivot’s website from time to time. To the extent of any inconsistency between the terms of this Licence and the Terms and Conditions of Business, this Licence will prevail.

1. The term of this Licence is perpetual, unless terminated in accordance with this Licence.

2. Incitec Pivot reserves the right to amend the terms of the Licence (including introducing any fee) at any time on one month’s prior notice, and You will be taken to accept the amended terms if You continue to use the Software after the expiry of the notice period .
 
3. Only individuals who have been granted a Licence by Incitec Pivot may use the Software. Your Licence to use the Software is personal. You must not give or sell the Software or transfer any rights under this Licence to any other person, without Incitec Pivot’s prior written permission. You must not rent, lease, loan, resell, distribute, network, modify or create derivative works based upon the Software or any part thereof. You must not use the Software to perform any business activities or functions for any other person or entity on any contracting, subcontracting or other basis without Incitec Pivot’s prior consent.

4. You acknowledge and agree that all intellectual property rights in the Software and related documentation that Incitec Pivot provides or makes available to You for use in accordance with this Licence remain the property of Incitec Pivot at all times and nothing in this Licence has the effect of transferring any of those rights to You. You may not copy, alter, modify or adapt the Software or any other related documentation provided by Incitec Pivot in any way (including dumping, reverse engineering, disassembilng or decompiling), without Incitec Pivot’s prior written permission.

5. All information in the Software and related documentation, including without limitation FertFacts and the Software User Manual, other than that You input Yourself is owned by Incitec Pivot and You must keep it strictly confidential. You may not copy or disclose that information to any third party except to the extent permitted in writing by Incitec Pivot.

6. You are solely responsible for the integrity of information and data You input into databases for use with the Software. If You are an Adviser User, You are solely responsible for the interpretation and analysis of all information generated by the Software and You hereby indemnify Incitec Pivot against any liability, cost, expense (including legal costs), proceeding, action, demand, damage or claim arising from any advice or recommendation You make using the Software. If you are a Sales User, You may only report advice or recommendations made by Incitec Pivot or an Adviser User and must not use the Software to provide Your own advice or recommendations, and You hereby indemnify Incitec Pivot against any liability, cost, expense (including legal costs), proceeding, action, demand, damage or claim arising from any misuse of the Software.

7. You may only use the Software in conjunction with analysis results from an Incitec Pivot authorised laboratory.

8. It is a condition of this Licence that You comply with the Quality Assurance System. To the extent of any inconsistency between this Licence and the Quality Assurance System, this Licence will prevail (unless otherwise determined by Incitec Pivot).

9. To the full extent permitted by law, Incitec Pivot disclaims and excludes all and any warranties, representations, terms and conditions in respect of the Software and Your use of the Software. All computer programs may include errors, and therefore use of the Software must be by skilled and suitably trained personnel who can verify the results of use to be accurate. Incitec Pivot therefore supplies the Software "as is" without warranty as to the correctness, completeness or accuracy of the results of use, or as to any benefits of use of any nature. Other than those statutory warranties arising under the Competition and Consumer Act 2010 (Cth), including Australian Consumer Law, and any applicable, equivalent State or Territory legislation which cannot be excluded by law, Incitec Pivot does not make any warranty of any kind in respect of the Software. Incitec Pivot accepts no responsibility for any oral or written information or advice given by any person other than Incitec Pivot, including any statement by any Dealer, Agent or Co-operative User, and You must not rely on any such information or advice.

10. Incitec Pivot limits its liability for any breach of a condition or warranty under this Licence or implied by virtue of any legislation to the replacement of the Software or the supply of equivalent software.

11. Except to the extent inconsistent with the Competition and Consumer Act 2010(Cth) (and equivalent State and Territory legislation), in no event will Incitec Pivot be liable for:
(a) any indirect, special, economic or consequential loss arising out of the use of or inability to use the Software; or
(b) any damages or costs relating to loss of income, profits, business, goodwill, data or computer programs arising out of the use of or inability to use the Software.

12. This Licence will terminate immediately if:
(a) the entity of which You are an employee or officer ceases to be a Dealer or Agent; or
(b) You cease to be a Co-operative User,
as the case may be.

13. Incitec Pivot may terminate this Licence at its discretion at any time on 30 days’ written notice to You.

14. Incitec Pivot may immediately terminate this Licence if any of the following occurs:
(a) You breach any term of this Licence;
(b) You are unable to pay Your debts as and when they fall due; or
(c) You have committed an act or omission which Incitec Pivot considers may have the potential to have an adverse effect on Incitec Pivot’s business or reputation.

15. Incitec Pivot is entitled to perform a biennial audit of Your use of the Software, Your recommendations to customers (if applicable) and any other matter relating to Your accreditation as an Adviser User or Sales User, as the case may be. In order to conduct the annual audit, Incitec Pivot may access Your results and recommendations from the central system database. You must cooperate fully with any audit conducted by Incitec Pivot. If You fail to cooperate fully with any such audit, Incitec Pivot may immediately terminate this Licence.

16. Upon termination of this Licence by Incitec Pivot, Incitec Pivot will remove Your online access to the Software.

17. Notwithstanding termination of this Licence for any reason, You continually indemnify Incitec Pivot against any liability, cost, expense (including legal costs), claim, damage, proceeding, action or demand suffered or incurred by Incitec Pivot which is caused by:
(a) an infringement by You of the intellectual property rights of Incitec Pivot;
(b) a breach of any term or condition of this Licence;
(c) a breach of any warranty or representation under this Licence;
(d) a breach of any obligation of confidentiality imposed on You under this Licence;
(e) a failure by You to participate in any audit in accordance with clause 15;
(f) any negligent, reckless or wrongful acts or intentional misconduct by You; or
(g) personal injury, death or loss of or damage to real or personal property caused by You.

18. Incitec Pivot may, from time to time, make updates to, or release new versions of, the Software on terms and conditions to be determined solely by Incitec Pivot. Except as otherwise notified in writing by Incitec Pivot, all such updates and new releases will form part of the Software for the purpose of this Licence and will be subject to the terms and conditions of the Licence. You agree that Incitec Pivot is under no obligation to provide or make available to You any additional goods or services, confidential information or intellectual property of any kind at any time (including without limitation training, support or consulting services of any kind).

19. Except for the Quality Assurance System, this Licence contains the entire agreement between Incitec Pivot and You with respect to the subject matter of this Licence. No earlier representation or agreement, whether oral or in writing, in relation to any matter dealt with in this Licence will have any effect from the date of this Licence.
20. This Licence is governed by the laws of the State of Victoria, and You and Incitec Pivot submit to the non-exclusive jurisdiction of its courts.

21. References in this Licence to:
"Adviser User" means a user who is authorised by Incitec Pivot, through its accreditation courses and assessments, to use the Software to register samples for analysis and distribute recommendation reports completed by themself, Incitec Pivot or another Adviser User.
"Agent" means an authorised agent of Incitec Pivot.
"Co-operative User" means a consultant, researcher or third party user approved by Incitec Pivot.
"Dealer" means an entity appointed by Incitec Pivot to resell Incitec Pivot product to customers.
"Incitec Pivot" means Incitec Pivot Limited ABN 42 004 080 264 of Level 8, 28 Freshwater Place, Southbank, Victoria 3006.
"Sales User" means a user who is authorised by Incitec Pivot, through its accreditation courses and assessments, to use the Software to register samples for analysis and distribute recommendation reports completed by Incitec Pivot or an Adviser User.
"Software" means Incitec Pivot’s decision support system software (known as Nutrient Advantage Pro software) that assists Adviser L3 Users to register samples for analysis, interpret soil, plant tissue and water analysis results and generate nutrient and fertiliser recommendations and reports for customers, and assists Sales L2 Users to register samples and report Incitec Pivot’s advice and recommendations to customers.
"You" means the person who has been granted this Licence, and Your and Yourself have corresponding meanings.

USE OF NUTRIENT ADVANTAGE PRO SOFTWARE - LICENSING AND SECURITY OF INFORMATION PROTOCOL

The User ID and password provided to run the Software is unique to You individually. You will need to enter the User ID and password into the Software each time You open the application. The User ID should not be disclosed to others to ensure Your security and also Incitec Pivot's protection against unauthorised use of the Software, for example to ensure that reports cannot be output by others using Your name. Should You need this User ID again, or to reset Your password, please contact the Nutrient Advantage helpdesk.

Nutrient Advantage Pro is an online Software program and does not require installation of Software to be accessed and used. The Software does require internet access at all times when in use otherwise it will not be accessible. The Software may not run or perform satisfactorily on all hardware (computers, laptops, tables or smart phones) or browsers as the operating systems may not be compatible to Nutrient Advantage Pro. Accordingly, Incitec Pivot does not warrant or guarantee the speed or performance characteristics of the Software.

End User Customer Notification

Please make customers aware of the conditions and limitations under which You provide interpretations and recommendations. At a minimum, Your interpretations and recommendations should be accompanied by the following disclaimer:
Disclaimer: The information and recommendations are provided in good faith and, to the extent permitted by law, are given without any liability whatsoever for loss or damage suffered as a result of their application. Any liability which cannot be excluded by law is limited to the re-supply of the recommendations, or the payment for the cost of re-supplying the recommendations. Optimum response to fertiliser will only be achieved when weeds, insect pests and disease are controlled and adequate soil moisture is available. No representation or warranty, express or implied, is made or intended by Incitec Pivot or its affiliates as to the information or recommendations so provided or as to the completeness or accuracy of such information or recommendations and, to the maximum extent permitted by law, Incitec Pivot expressly disclaims any and all liability arising from the use of such information and recommendations. User assumes sole responsibility for all results and consequences of such use.

® NUTRIENT ADVANTAGE is a registered trademark of Incitec Pivot Limited ABN 42 004 080 264 of Level 8, 28 Freshwater Place, Southbank, Victoria 3006.
©2019 Incitec Pivot Limited