Non-Exclusive Licence Agreement (the “Agreement”) is made and entered into at the time of purchase (the “Effective Date”), by and between Lawrence Research Australia Pty Ltd (“Licensor”), a Victorian corporation with its principal place of business at Victoria, Australia, and the purchaser (“Licensee”).

In consideration of the mutual promises and covenants contained herein, Licensor and Licensee agree as follows:

1. Grant of License:

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the VET resources provided by Licensor (the “Licensed Materials”), solely for Licensee’s internal use.

2. License Fee:

Licensee shall pay in full Licensor a one-time fee for the license to use the Licensed Materials. Purchase day will the Effective Day of this Agreement.

3. Ownership of Licensed Materials:

The Licensed Materials are and shall remain the property of Licensor, and Licensee shall have no ownership or proprietary rights therein, except for the right to use the Licensed Materials in accordance with this Agreement.

4. Restrictions on Use:

Licensee shall not use the Licensed Materials for any purpose other than as expressly permitted by this Agreement. Licensee shall not sublicense, transfer, assign, or otherwise dispose of the Licensed Materials, or any rights or interests therein, to any third party.

5. Term and Termination:

This Agreement shall commence on the Effective Date and shall continue in effect until terminated by either party upon a written notice to the other party. Licensor may terminate this Agreement immediately upon Licensee’s breach of any term or condition hereof.

6. Representations and Warranties:

Licensor represents and warrants that it has the right to grant the license granted herein. Licensee represents and warrants that it shall use the Licensed Materials in accordance with the terms and conditions of this Agreement.

7. Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of the State of Victoria, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Victoria.

8. Entire Agreement:

This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

9. Counterparts:

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10. Updates:

Licensor may, from time to time, update or modify the Licensed Materials. Licensee shall have access to any such updates or modifications provided by Licensor.

11. Protection of Intellectual Property:

Licensee shall take all reasonable steps to protect the Licensed Materials from unauthorized access, reproduction, or distribution.

12. License duration:

This Agreement shall remain in effect until terminated by either party in accordance with the terms of this Agreement.

13. Infringement:

Licensee shall promptly notify Licensor in writing if it becomes aware of any infringement or threatened infringement of Licensor’s intellectual property rights in the Licensed Materials.

14. Termination:

Either party may terminate this Agreement immediately upon written notice to the other party in the event of a breach of any material term or condition of this Agreement by the other party.

15. No Partnership or Agency Relationship:

Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between Licensor and Licensee.