The following terms and conditions, for using the MetaStock End of Day Data, represent an agreement between you and Bourse Data.

PLEASE READ THE TERMS AND CONDITIONS CAREFULLY. All use of this service is conditioned upon your acceptance, without modification, of the terms, conditions and notices contained in this Agreement. The Software, and all accompanying documentation, are protected by copyright laws and may only be used in accordance with this Agreement. By Activating the Software, You will be taken to have accepted the Agreement and be legally bound by it.

1. Term
   1. This Agreement commences when you have accepted its terms, as described above, and continues in force until it is terminated in accordance with clause 6.
2. Bourse Data System and Derived Information

   2.1 Subscription

   You hereby subscribe for 14 day free trial to the Bourse Data System for End of Day Data for MetaStock.

   2.2 Access to the Bourse Data System

   Subject to this Agreement, Bourse Data provides you with access to the Bourse Data System, starting from the time you activate the Bourse Data System on a computer until this Agreement is terminated.

   2.3 Grant of Non-Exclusive Licence to Access and use Derived Information

   1. Subject to this Agreement, Bourse Data, for itself and on behalf of its Affiliates, grants you a non-exclusive licence to access and use the Derived Information and any documentation that accompanies the Software starting from the time You Activate the Bourse Data System on a computer until this Agreement is terminated.
   2. The license granted in 2.3.a does not include a right to Deep Hyperlink to any portion of the Bourse Data System.

   2.4 Activation

   1. You are taken to have Activated the Bourse Data System on a computer when You:
      1. Run the Software and input the unique access code provided to You by Bourse Data for the first time; and
      2. Provide Bourse Data with your full name, address and other details requested by Bourse Data so that you can be registered as a subscriber.
   2. You must notify Bourse Data of any changes to any information you have provided to Bourse Data under clause 2.4(a) (2) within 7 days after the change occurs.
   2.5 Restrictions on use of the Bourse Data System and Derived Information

   You must not:

   1. Copy, redistribute, republish, re-distribute, re-disseminate or publish the Derived Information except for internal purposes only;
   2. Use the Bourse Data System or any Derived Information in any manner or for any purpose that is unlawful or in any manner that violates any right of Bourse Data or its Affiliates;
   3. Restrict or inhibit any other user from using the Bourse Data System or any Derived Information;
   4. Post or transmit during access to the Bourse Data System any unlawful, threatening, abusive, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including, without limitation, any act which may constitute or encourage anyone to commit a criminal offence, or which may give rise to civil liability or may otherwise violate any law;
   5. Post or transmit during access to the Bourse Data System, anything which contains, or may contain a virus or other contaminating or destructive property to Software;
   6. Delete or amend any statement or other information on the Bourse Data System or tamper with the Bourse Data System or attempt to do so; or
   7. Give the unique access code, referred to in clause 2.4(a)(1), to any other person, or allow any other person to access the Bourse Data System using your access details without Bourse Data’s express written permission
   8. Copy or modify any of the documentation accompanying the Software in any manner not expressly authorised by this Agreement.

   This clause will continue to apply after termination of this Agreement.

   2.6 Restrictions on and conditions of use of Derived Information specified by Affiliates

   If at any time an Affiliate, or Bourse Data on behalf of an Affiliate, gives you notice of any restrictions or conditions as to your use of any Derived Information, You must comply with and observe those restrictions and conditions.

3. Charges

   For accessing and using the Bourse Data System and Derived Information, You must pay, or cause to be paid, the Charges to Bourse Data in the manner specified in this Agreement.

   3.1 Initial Charge

   1. There are no charges for limited access to the Bourse Data System under the 14 day free trial

   3.2 Subscription Charges

   1. For continued access and use of the Bourse Data System and Derived Information after the Initial Period, You must pay or cause to be paid, in advance, the annual Subscription Charges to Bourse Data.
   2. Advance payment of the Initial Charge and subsequent subscription Charges must be made to Bourse Data by completing and forwarding a credit card form or direct debit application.
   3. If expressly agreed to in writing by Bourse Data, advance payment of the Initial Charge and the subsequent Subscription Charges may be made to Bourse Data by forwarding, in cleared funds, a cheque or money order at least three days before the relevant charge is due.

   3.3 Reviews and Variation of Charges

   Bourse Data reserves the right to review and update Charges at any time. By giving You Written Notice of this variation, Bourse Data may vary Charges or the basis on which they are levied (including increasing Charges or reducing your level of access to the Bourse Data System that a Charge entitles you to). The varied Charges or basis for charging will not apply until 14 days after the date the Written Notice has been provided.

4. Software

   4.1 Installing and Running the Software

   You may:

   1. Run one copy of the Software on a single computer.
   2. Store or install one copy of the Software on a Storage Device used only to Run the Software on other computers attached to the Storage Device, provided that You acquire a licence from Bourse Data on the same terms and conditions (with any necessary modifications) as those set out in this Agreement for each separate computer on which the Software is Run from the Storage Device.

   4.2 Limited right to make Copies of the Software

   After installing one copy of the Software, You may keep the original media on which the Software was provided by Bourse Data solely for backup or archival purposes.

   4.3 Restrictions

   You must not:

   1. Sell, re-sell, lend or rent the Software.
   2. Decompile, disassemble, reverse-engineer, copy, create a derivative work or otherwise use the Bourse Data System, Derived Information or Software, except as provided in this Agreement.
   3. Directly or indirectly perform any act or omission that may endanger, jeopardise or prejudicially affect the Software, the Bourse Data System or any Intellectual Property owned by Bourse Data.
   4. At any time, divulge any information, drawing, specification, plan or document in relation to the design or specifications of the Bourse Data System, Derived Information or Software, except as may be reasonably necessary to demonstrate, install and service the Software or future product for the purposes of this Agreement.

   The obligations on you pursuant to this clause will survive termination of this Agreement and continue to bind you.

   4.4 New Versions or Upgrades of the Software

   Bourse Data may, from time to time, issue new versions or upgrades of the Software, which may involve changes to the basis on which the Bourse Data System or Derived Information may be accessed and used. If Bourse Data offers you the right to use a new version or upgrade of the Software You must either:

   1. Accept the new version or upgrade of the Software, in which case You must use it in accordance with the terms and conditions of this Agreement in substitution of the previous version of the Software; or
   2. Terminate this Agreement by giving Bourse Data Written Notice in accordance with Clause 6.3.
5. Acknowledgement of Ownership of Intellectual Property

   You acknowledge and agree that, except for any rights expressly granted to you to use or access the Bourse Data System, Software or Derived Information in this Agreement:

   1. The Bourse Data Intellectual Property belongs to and remains the property of Bourse Data;
   2. You must not, at any time, directly or indirectly, do or cause to be done, any act which infringes any Bourse Data Intellectual Property and, without limiting the foregoing, You specifically acknowledge that You may not reproduce or copy the Software or the access code, except as otherwise expressly authorised by the Agreement;
   3. The Derived Information and all Intellectual Property therein belongs to and remains the property of Bourse Data or its Affiliates (as the case may be);
   4. You do not have any licence or right to use any trademark displayed by or on the Bourse Data System, or in the Derived Information without the express written permission of Bourse Data or the owner of the trademark, if Bourse Data does not own it;
   5. Nothing in the Bourse Data System will be construed as granting You any licence or right to use any trademark displayed by or on the Bourse Data System, or in the Derived Information;
   6. You must not, at any time, directly or indirectly, do or cause to be done anything which does, or may, infringe those trademarks or diminish the value of those trademarks to Bourse Data. The obligations on you pursuant to this clause will survive termination of this Agreement and continue to bind you.
6. Suspensions and Termination

   6.1 When Bourse Data may suspend

   Bourse Data may suspend the provision of all products and services it is obligated to provide to you under this Agreement, including any licence or rights granted, in the event any Charges payable by You to Bourse Data are overdue by more than 14 days. Bourse Data may elect, by Written Notice to you, to continue any such suspension until the payment of these outstanding Charges are received in full or termination is elected in accordance with Clause 6.2.

   6.2 When Bourse Data may terminate

   Bourse Data may immediately terminate this Agreement if

   1. Any Charges payable by You to Bourse Data under this Agreement are overdue by more than 14 days; or
   2. You, being a corporation, become the subject of insolvency proceedings;
   3. You, being a firm or partnership, are dissolved
   4. You, being a natural person, die;
   5. You being an individual, are the subject of bankruptcy proceedings;
   6. Bourse Data provides You with Written Notice of its intention to terminate the Agreement
   7. You are in breach of any of the terms or conditions of this Agreement.

   6.3 When you may terminate

   Subject to Clause 1(b), you may only terminate this Agreement by providing Bourse Data Written Notice of your intention to terminate. If Bourse Data receives such notice from you:

   1. This Agreement will terminate at the end of the current subscription fee invoiced period, unless Bourse Data terminates this Agreement sooner;
   2. Within 7 days of receipt of the notice, Bourse Data shall send to You a statement of outstanding Charges; and
   3. You must pay all and any outstanding Charges to Bourse Data within 14 days of the date of the statement.

   6.4 No refund

   You acknowledge that Bourse Data is under no obligation to refund all or any part of any Charges, or costs associated with any Charges, which you have paid to Bourse Data under this Agreement, including any payments made in advance.

   The acknowledgment provided in this clause will survive termination of this Agreement and continue to bind you.

   6.5 Effect of termination

   Termination of this Agreement:

   1. Will not prejudice or otherwise affect any rights or obligations, expressed in this Agreement, in relation to any period after the date of termination;
   2. Will not affect any right or remedy one Party has against another due to any breach of this Agreement; but
   3. Will terminate all other rights and obligations under this Agreement.

   6.6 Your obligations on termination

   On termination of this Agreement, You must:

   1. Cease to access the Bourse Data System or Derived Information in any way.
   2. Cease to use the Software in any way.
7. Disclaimer and limitation of liability

   7.1 Exclusion of implied terms

   Each Party acknowledges that, in entering into this Agreement, it does not do so on the basis of, and does not rely on, any representations, warranty or other provision except as expressly provided herein, and all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.

   The acknowledgments provided in this clause will survive termination of this Agreement and continue to bind you.

   7.2 Disclaimer

   1. You acknowledge and agree that access to the Bourse Data System, and the Derived Information is provided to you on an "as is" basis and that your use of the Bourse Data System and the Derived Information is at your sole risk.
   2. Bourse Data makes no warranty of any kind whatsoever relating to the Bourse Data System, the Derived Information or the Software including, without limitation, as to:
      1. Non-infringement of third Party rights, merchantability, fitness for any particular purpose or use, accuracy or completeness in respect of the Derived Information, except as expressly set out in this Agreement;
      2. The reliability, quality or availability of the Bourse Data System or the Derived Information through the Internet;
      3. The absence of viruses or other contaminating or destructive properties in the Software; or
      4. Any references in the Bourse Data System to a website operated by a third party, access to or the contents of the website, or any hyperlink to gain access to the website.
   3. You acknowledge and agree that neither Bourse Data nor its Affiliates will be held responsible to you for any use, or the results of any use, of the Bourse Data System or Derived Information.
   4. You acknowledge and agree that:
      1. The Internet and telecommunication lines used to access the Internet are beyond the control of Bourse Data;
      2. Bourse Data does not and is unable to exert any control over other users of the Internet and telecommunication lines used to access the Internet;
      3. The hyperlinks and other pointers to websites maintained by others that are on the Bourse Data System, and the websites themselves, are not under the control of Bourse Data; and
      4. The hyperlinks and other pointers to websites maintained by others that are on the Bourse Data System are provided as a convenience only, are not endorsed by Bourse Data in any way and, if You use them, You do so entirely at your own risk.

   The acknowledgments and disclaimers provided in this clause will survive termination of this Agreement and continue to bind you.

   7.3 Limitation of liability

   1. The total liability of Bourse Data and its Affiliates for:
      1. any breach of this Agreement, or
      2. any breach in tort (including negligence), or otherwise
      3. any breach in connection with this Agreement, or
      4. any claims, loss or damage incurred in any way relating to the Software, or
      5. any breach in the provision of access to the Bourse Data System or the Derived Information, or as a result of
      6. any act or omission by Bourse Data, or any of its Affiliates, under or in connection with this Agreement

      will not exceed $100 for all claims and causes of action and, in the case of a defective product or service provided under this Agreement, is limited at the option of Bourse Data to the supply of the product or service again, or the payment of the cost of having it supplied again.

   2. No action, regardless of form, arising out of or pertaining to this Agreement may be brought by you against Bourse Data or any of its Affiliates more than 3 Months from the date such cause of action arises.
   3. Neither Bourse Data nor any of its Affiliates is liable to You or any other person for any indirect, consequential or incidental loss or any special or punitive damages caused or contributed to by Bourse Data or any Affiliate under or in connection with this Agreement or the provision of any of the products or services referred to in this Agreement.

   This clause will continue to apply after termination of this Agreement.

   7.4 Subject to law

   No exclusion of implied terms, or disclaimer, or limitation of liability contained in this clause applies to the extent that it is prohibited by the law.

   7.5 Indemnity

   You will use the Software and access the Bourse Data System at Your own risk and You will indemnify and keep indemnified Bourse Data and hold harmless Bourse Data, its agents, Affiliates, employees, and subcontractors against any loss, damage, cost or expenses resulting either directly or indirectly from the use of the Software or access to the Bourse Data System or a breach or default or failure by either Party to perform its obligations under this Agreement.

   The indemnities provided in this clause will survive termination of this Agreement and continue to bind you.

   7.6 Disclaimer Regarding Investment Advice

   1. The Derived Information is based on information about securities that is publicly available
   2. The Derived Information is not suitable to be acted upon as investment advice; and
   3. It is advisable to seek independent advice before making any investment decisions relying on the Derived Information provided.

   This clause will continue to apply after termination of this Agreement.

8. Written Notices
   1. A Party may send a notice
      1. By hand;
      2. By facsimile transmission;
      3. By registered mail;
      4. By email or electronic newsletter; or
      5. By notice on the MetaStock End of Day Data website at http://www.metastockeoddata.com.au
      6. It is your responsibility to check this web page for any updates daily.
   2. A notice is deemed to be given:
      1. If sent by hand, at the time of receipt.
      2. if sent by facsimile transmission, at the time recorded on the transmission report unless:
         1. the intended recipient promptly informs the sender that the transmission was received in an incomplete or garbled form; or
         2. The transmission report of the sender indicates a faulty or incomplete transmission.
      3. If sent by registered mail, at the time that the recipient or its agent acknowledges receipt.
      4. If sent by email or electronic newsletter, at the time the sender's computer records the email as having been sent, unless the intended recipient promptly informs the sender that the email was received in an incomplete or garbled form.
      5. If a published notice on the Metastock End of Day Data website, at the time the notice is posted on the web server. It is your responsibility to check this section for any updates daily.
      6. If delivery or receipt is not on a Business Day or, if receipt is later than 5:00 pm local time at the place of delivery on a Business Day, then the notice is deemed to have been received on the next Business Day
   3. A notice to a Party must be sent:
      1. In the case of Bourse Data, to PO Box 274, Collins Street West, Melbourne, VIC 8007 Australia
         Facsimile: +613 9617 0699   email: customercare@mdsfinancial.com.au
      2. In your case, to your address, facsimile number or email address as supplied to Bourse Data, or in such other way as the Party may notify the other Party in writing.
9. General

   9.1 Governing law and jurisdiction

   1. This Agreement is governed by the laws of the State of Victoria, Australia
   2. The Parties submit to the non-exclusive jurisdiction of the courts of Victoria, Australia.

   9.2 Amendment

   From time to time, Bourse Data may make amendments to this Agreement by providing you with Written Notice of the change (as defined in Clause 8). You will be obliged to comply with such amended terms, should you wish to continue using the products and services of Bourse Data.

   9.3 Waiver

   A provision of this Agreement, or a right created under it, may not be waived except by a Written Notice by the Party granting the waiver.

   9.4 Exercise of a right

   1. A Party may exercise a right:
      1. At its discretion; and
      2. Separately or together with another right.
   2. If a Party exercises a single right, or only partially exercises a right, then that Party may still exercise that right or any other right later.
   3. If a Party fails to exercise a right or delays in exercising a right, then that Party may still exercise that right later

   9.5 Assignment

   1. This Agreement is for the benefit of the Parties and their successors and assigns.
   2. The Parties and their successors and assigns are bound by this Agreement.
   3. You may only assign your rights under this Agreement after you obtain the written consent of Bourse Data.

   9.6 Severance

   1. If a provision of this Agreement is void, voidable, unenforceable or illegal, but would not be void, voidable, unenforceable or illegal if it were read down and it is capable of being read down, then the provision must be read down.
   2. If a provision is incapable of being read down to save it and the provision would not be void, voidable, unenforceable or illegal if words were severed, then those words must be severed.
   3. In any other case, the whole provision must be severed.
   4. If a provision is read down or words are, or the provision is, severed, the remainder of this Agreement continues in full force and effect.

   9.7 Costs and Taxes

   Notwithstanding anything to the contrary contained in this Agreement

   1. If any GST (goods and services tax) is imposed on or in respect of any products or services or payment for products or services provided by Bourse Data to You under this Agreement, Bourse Data may charge You for the amount of the GST so imposed and You must, on demand, pay the amount of GST to Bourse Data, or as otherwise directed by Bourse Data, in addition to any other amount payable by You under this Agreement;
   2. Each Party must bear its own costs in relation to the negotiation, preparation and execution of this Agreement.
10. Definitions

    In this Agreement, unless the context requires otherwise:

    1. "Activates" or "Activation" means activating the Bourse Data System on a computer as described in clause 2.4.
    2. "Affiliate" means, with respect to Bourse Data, an entity with which Bourse Data has a current licence agreement or other contract to provide and/or carry Derived Information.
    3. "This Agreement" means this Access and Licence Agreement and includes, but is not limited to, the information about Charges payable by you to Bourse Data, and variations to these Charges, as notified by Bourse Data to you from time to time.
    4. "Bourse Data" means Bourse Data Pty Limited (ACN 101 774 234).
    5. "Bourse Data Intellectual Property" means Intellectual Property in the Bourse Data System, Bourse Data websites, Software, accompanying documentation and the access code.
    6. "Bourse Data System" means the computer programs and systems owned by Bourse Data able to be accessed by use of the Software, being a communications and analytical computer-based system that permits the access, analysis and manipulation of Derived Information
    7. "Business Day" means:
       1. for the purpose of sending or receiving a notice, a day on which banks are open for business in the city where the notice, or other communication, is received; and
       2. For all other purposes, a day on which banks are open for business in Melbourne, Victoria, Australia.

       The definition in this clause does not include a Saturday, Sunday or a public holiday in the relevant city.

    8. "Charges" means those fees and extras charged to you by Bourse Data in accordance with Clause 3.
    9. "Deep Hyperlink" means a direct hypertext link established for purposes other than personal use by you from a web page outside the Bourse Data System to a web page within the Bourse Data System which contains any Derived Information.
    10. "Derived Information" means all data and other information provided by Bourse Data, or its Affiliates, accessible through use of the Bourse Data System.
    11. "Intellectual Property" includes copyright in any work, a right to any design or trademark.
    12. "Month" means calendar Month.
    13. "Party" means you or Bourse Data (as the case requires) and "Parties" means you and Bourse Data.
    14. "Report" means AAP, RWE and ASX Company Announcements;
    15. "Run" means, in relation to the Software, to install, use, access, display or load a copy of the Software on a computer, computer system or on any Storage Device
    16. "Software" means:
        1. The object code versions of the computer programs owned by Bourse Data.
        2. Any upgrades of, or supplements to, those programs and systems provided by Bourse Data from time to time; and
        3. Any associated media, printed materials, manuals and "online" or electronic documentation.
    17. "Storage Device" means any device or system on which computer Software can be run, including a network server.
    18. "Written Notice" means notice given by either Party in accordance with Clause 9.
    19. "You" means the subscriber to the Bourse Data System and service or that person or entity who, having read the terms and conditions of this Agreement, accepts and agrees to be bound by such terms and conditions by clicking the "I AGREE" button when Activating the Software.