IMPORTANT: THIS SOFTWARE LICENSE AGREEMENT (“LICENSE AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE ACQUIRED BY OR FOR AN ENTITY, AN ENTITY) AND MINEMAX PTY LTD READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT THEN MINEMAX PTY LTD IS UNWILLING TO GRANT YOU THIS LICENSE; YOU MUST NOT INSTALL OR USE THE SOFTWARE.

THIS LICENSE AGREEMENT SHALL APPLY ONLY TO THE SOFTWARE SUPPLIED BY MINEMAX PTY LTD HEREWITH REGARDLESS OF WHETHER OTHER SOFTWARE IS REFERRED TO OR DESCRIBED HEREIN.

BY CLICKING THE INSTALL BUTTON(S) AND CONTINUING WITH INSTALLATION, YOU AGREE TO THE TERMS OF THIS LICENSE AGREEMENT. BY INSTALLING AND USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS LICENSE AGREEMENT.

  1. Definitions
    1. “Academic Version” means a version of the Software, so identified, for use by students and faculty of educational institutions, only.
    2. “Not For Resale (NFR) Version” means a version, so identified, of the Software to be used to review and evaluate the Software, only.
    3. “Minemax Pty Ltd” means Minemax Pty Ltd and its licensors, if any.
    4. “Software” means only the Minemax Pty Ltd software program(s) and third party software programs, in each case, supplied by Minemax Pty Ltd herewith, and corresponding documentation, associated media, printed materials, and online or electronic documentation.
    5. “Demo Version” means a version of the Software, so identified, to be used only to review, demonstrate and evaluate the Software for a limited time period. The Demo Version may have limited features, scrambled output, may lack the ability for the end-user to save the end product, and will cease operating after a predetermined amount of time due to an internal mechanism within the Demo Version.
  2. License Grants. The licenses granted in this Section 2 are subject to the terms and conditions set forth in this License Agreement. Except only as expressly stated below, your license entitles you to use the Software in object code form only.
    1. Your rights to use the Software depend upon your activation of the Software and on the nature of your license purchase as follows:
      1. You may install and use the Software concurrently on the number of computers covered by your license key. Except as expressly provided herein, your license may not be shared, installed or used concurrently on different computers, and the Software may not be installed on a central storage device or network server.
      2. If you acquired a Subscription License, you are entitled to use the Software within your organization for up to the total number of subscribed users for the applicable period of the license you have purchased. Your subscription shall continue so long as you remain in compliance with the terms of this License Agreement and have paid applicable license fees. Your subscription period will begin at the time of license key generation and not necessarily your activation and/or commencement of product usage.
      3. If you acquired a Standard Perpetual License, the term of your license is perpetual, subject to continued compliance with the terms of this License Agreement and payment of applicable license fees.
      4. If you acquired a Floating License, you are entitled to use the Software within your organization without restriction up to the total number of concurrent users that are specified in your Software purchase agreement, provided that your use is limited to the business entity or division that is specified in your agreement. Your Floating License shall continue so long as you remain in compliance with the terms of this License Agreement and have paid applicable license fees.
      5. The primary user of the computer on which the Software is installed may make a second copy of the Software and install it on either a portable computer or a computer located at his or her home for his or her exclusive use, provided that: (A) the second copy of the Software on the portable or home computer (i) is not used at the same time as the copy of the Software on the primary computer and (ii) is used by the primary user solely as allowed for such version or edition (such as for educational use only), and (B) the second copy of the Software is not installed or used after the time such user is no longer the primary user of the primary computer on which the Software is installed.
    2. You agree that Minemax Pty Ltd may audit your use of the Software for compliance with these terms at any time, upon reasonable notice if necessary. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this License Agreement, you shall reimburse Minemax Pty Ltd for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance. Minemax Pty Ltd may use remote software license management tools to audit and administer permitted software use.
    3. Additional Terms
      1. Permitted Copy. You may make one copy of the Software in machine-readable form solely for backup purposes. You must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software. You may not sell or transfer any copy of the Software made for backup purposes.
      2. Mandatory Product Activation. The license rights granted under this License Agreement may be limited to a specified number of the first thirty (30) days after you first install the Software unless you supply information required to activate your licensed copy within the time and the manner described during the Software setup sequence and/or the dialog boxes appearing during use of the Software. You may need to activate the Software through the use of the Internet or telephone; toll charges may apply. You may need to reactivate the Software if you modify your computer hardware or alter the Software. Product activation is based on the exchange of information between your computer and Minemax Pty Ltd.. None of this information contains personally identifiable information nor can they be used to identify any personal information about you or any characteristics of your computer configuration. YOU ACKNOWLEDGE AND UNDERSTAND THAT THERE ARE TECHNOLOGICAL MEASURES IN THE SOFTWARE THAT ARE DESIGNED TO PREVENT UNLICENSED OR ILLEGAL USE OF THE SOFTWARE. YOU AGREE THAT MINEMAX PTY LTD MAY USE SUCH MEASURES AND YOU AGREE TO FOLLOW ANY REQUIREMENTS REGARDING SUCH TECHNOLOGICAL MEASURES. YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE WILL CEASE TO FUNCTION UNLESS AND UNTIL YOU ACTIVATE THE APPLICABLE SOFTWARE ACTIVATION KEY.
    4. Distribution of any Software code is specifically prohibited.
    5. Non-Exclusivity. Your license rights under this License Agreement are non-exclusive.
    6. Separation of Components. The Software is licensed as a single product. You may not separate the Software’s component parts for use on more than one computer.
  3. Additional License Restrictions
    1. Other than as expressly set forth in Section 2, you may not make or distribute copies of the Software, or electronically transfer the Software from one computer to another or over a network.
    2. You may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.
    3. Unless otherwise provided herein, you may not rent, lease, sublicense or transfer the Software.
    4. Unless otherwise expressly provided herein, you may not modify the Software or create derivative works based upon the Software.
    5. Academic Versions may not be used for, or distributed to any party for, any commercial purpose.
    6. Unless otherwise provided herein, you shall not (A) in the aggregate, install or use more than one copy of the Demo Version of the Software, (B) download the Demo Version of the Software under more than one username, (C) alter the contents of a hard drive or computer system to enable the use of the Demo Version of the Software for an aggregate period in excess of the demo period for one license to such Demo Version, (D) disclose the results of software performance benchmarks obtained using the Demo Version to any third party without Minemax Pty Ltd.’s prior written consent, or (E) use the Demo Version of the Software for a purpose other than the sole purpose of determining whether to purchase a license to a commercial or Academic version of the software; provided, however, notwithstanding the foregoing, you are strictly prohibited from installing or using the Demo Version of the Software for any commercial training purpose.
    7. You may only use the Not for Resale Version of the Software to review and evaluate the Software
    8. You may receive the Software in more than one medium but you shall only install or use one medium. Regardless of the number of media you receive, you may use only the medium that is appropriate for the server or computer on which the Software is to be installed.
    9. You may receive the Software in more than one platform but you shall only install or use one platform. If the Software is delivered in multiple versions or languages, you may only run one version or language of the Software, and you may not run the additional versions in any other language on any other computer.
    10. You shall not use the Software to develop any application having the same primary function as the Software.
    11. In the event that you fail to comply with this License Agreement, Minemax Pty Ltd may terminate the license and you must destroy all copies of the Software (with all other rights of both parties and all other provisions of this License Agreement surviving any such termination).
  4. Upgrades. If this copy of the Software is an upgrade from an earlier version of the Software, it is provided to you on a license exchange basis. You agree by your installation and use of such copy of the Software to voluntarily terminate your earlier License Agreement and that you will not continue to use the earlier version of the Software or transfer it to another person or entity unless such transfer is pursuant to Section 3.
  5. Prior Same Version License. If this copy of the Software is licensed as part of a Suite (as defined above), and you have a prior license to the same version of the Software, and the Suite was licensed to you with a discount based, in whole or in part, on your prior license to the same version, the Software is provided to you on a license exchange basis. You agree by your installation and use of this copy of the Software to voluntarily terminate your License Agreement with respect to such prior license and that you will not continue to install or use such prior license of the Software or transfer it to another person or entity.
  6. Ownership. The foregoing license gives you limited license to use the Software. Minemax Pty Ltd and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Software (as an independent work and as an underlying work serving as a basis for any application you may develop), and all copies thereof. All rights not specifically granted in this License Agreement, including Federal and International Copyrights, are reserved by Minemax Pty Ltd and its suppliers.
  7. Maintenance and Support. Your license entitles you to purchase maintenance and support from Minemax Pty Ltd pursuant to the standard maintenance and support programs available for your Software. If you acquired a Floating License, maintenance and support shall be included for all licensed users as specified in the applicable license purchase agreement. If you acquired a Subscription License, basic maintenance and support shall be included for all licensed users during the term of your subscription.
  8. LIMITED WARRANTY AND DISCLAIMER
    1. Except with respect to any Sample Application Code, Minemax Pty Ltd Redistributables, MS Redistributables, Demo Version and Not For Resale Version of the Software, Minemax Pty Ltd warrants that, for a period of thirty (30) days from the date of delivery (as evidenced by a copy of your receipt): (i) when used with a recommended hardware configuration, the Software will perform in substantial conformance with the documentation supplied with the Software; and (ii) the physical media on which the Software is furnished, if provided by Minemax Pty Ltd., will be free from defects in materials and workmanship under normal use.
    2. If you acquired a Subscription License, Minemax Pty Ltd warrants that for the term of your paid subscription, when used with a recommended hardware configuration, the Software will perform in substantial conformance with the documentation supplied for the Software.
    3. MINEMAX PTY LTD PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR ANY SAMPLE APPLICATION CODE, MINEMAX PTY LTD REDISTRIBUTABLE, MS REDISTRIBUTABLE, DEMO VERSION AND THE NOT FOR RESALE VERSION OF THE SOFTWARE. ANY SAMPLE APPLICATION CODE, DEMO VERSION AND THE NOT FOR RESALE VERSION OF THE SOFTWARE ARE PROVIDED “AS IS”.
    4. EXCEPT ONLY AS SET FORTH ABOVE IN THIS SECTION 8 WITH RESPECT TO SOFTWARE OTHER THAN ANY SAMPLE APPLICATION CODE, MINEMAX PTY LTD REDISTRIBUTABLE, MS REDISTRIBUTABLE, DEMO VERSION AND NOT FOR RESALE VERSION, MINEMAX PTY LTD AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALSO, THERE IS NO WARRANTY OF NON-INFRINGEMENT AND TITLE OR QUIET ENJOYMENT. MINEMAX PTY LTD DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. MINEMAX PTY LTD IS NOT RESPONSIBLE FOR ANY CONTENT CREATED USING THE SOFTWARE. FURTHERMORE, IF THE SOFTWARE IS DESIGNED TO ENABLE YOUR CUSTOMERS OR OTHER THIRD PARTIES TO ADD COMMENTS, ATTACHMENTS OR OTHER CONTENT (COLLECTIVELY, “CONTENT”) TO AN INSTANCE OF THE SOFTWARE OPERATED BY YOU, YOU WILL BE RESPONSIBLE FOR MODERATING AND CONTROLLING SUCH CONTENT AND YOU ASSUME THE RISK OF ALL CONTENT THAT IS ADDED BY SUCH PARTY. MINEMAX PTY LTD SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESEPCT TO ANY SUCH CONTENT OR ITS EFFECTS. THE SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. MINEMAX PTY LTD SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
    5. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF DELIVERY OR FIRST ACCESS.
    6. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MINEMAX PTY LTD., ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
    7. (USA only) SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
  9. Exclusive Remedy. Provided that any non-compliance with the above warranty is reported in writing to Minemax Pty Ltd no more than thirty (30) days following delivery to you of the Software or access to the Software, Minemax Pty Ltd will use reasonable commercial efforts to supply you with a replacement copy of the Software that substantially conforms to the documentation, provide a replacement for defective media (if applicable), or refund to you your purchase price for the Software or initial Subscription License fees. Minemax Pty Ltd shall have no responsibility if the Software has been altered in any way, if the media has been damaged by misuse, accident, abuse, modification or misapplication, or if the failure arises out of use of the Software with other than a recommended hardware configuration. Any such misuse, accident, abuse, modification or misapplication of the Software will void the warranty above. THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE AND RELATED DOCUMENTATION.
  10. Intellectual Property Infringement Indemnification
    1. Minemax Pty Ltd will defend or settle, at its option and expense, any action brought against you alleging that the Software infringes a patent issued as of the effective date of this EULA or copyright. Minemax Pty Ltd will pay costs and damages finally awarded against you that are attributable to the infringement action. You understand that as conditions of Minemax Pty Ltd.’s obligations under this section, you must (a) notify Minemax Pty Ltd promptly in writing of the action; (b) provide Minemax Pty Ltd all reasonable information and assistance to settle or defend the action; and (c) grant Minemax Pty Ltd sole authority and control of the defense or settlement of the action.
    2. If an infringement claim is made, Minemax Pty Ltd may at its sole option and expense either: (a) replace or modify the Software so that it becomes non-infringing; or (b) procure for you the right to continue using the Software. If in Minemax Pty Ltd.’s sole opinion neither of the foregoing alternatives is financially practicable or otherwise reasonably available, Minemax Pty Ltd may terminate this Agreement, require the return of the Software and refund to Client the applicable license fees, less a reasonable allowance for use.
    3. Minemax Pty Ltd shall have no liability to the extent the alleged infringement is based upon: (a) the combination of the Software with any product not furnished by Minemax Pty Ltd to you; (b) the modification of the Software other than by Minemax Pty Ltd.; (c) the use of other than a current unaltered release of the Software; (d) the use of the Software as part of an infringing process; or (e) any product designed or marketed by you or any end-user.
    4. You shall indemnify and hold harmless Minemax Pty Ltd and its licensors, against any and all damages, costs and fees, including reasonable attorney’s fees, arising out of or relating to any claims or threatened claims: (a) that the Software is used by you in connection with any illegal activity; (b) based on misrepresentations made by you; or (c) to the extent liability arises from your specifications or requirements.
    5. In no event shall Minemax Pty Ltd.’s liability for indemnification under this section exceed an amount equal to license and maintenance and support fees paid. This Section 10 states Minemax Pty Ltd.’s and its licensors’ entire liability and the sole, and your exclusive remedy, with respect to any alleged intellectual property infringement by the Software.
  11. LIMITATION OF LIABILITY
    1. NEITHER MINEMAX PTY LTD NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF MINEMAX PTY LTD OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
    2. MINEMAX PTY LTD.’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE THAT CAUSED SUCH DAMAGE.
    3. (USA only) SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
    4. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS LICENSE AGREEMENT.
  12. Basis of Bargain. The Limited Warranty and Disclaimer, Exclusive Remedies and Limited Liability set forth above are fundamental elements of the basis of the agreement between Minemax Pty Ltd and you. Minemax Pty Ltd would not be able to provide the Software on an economic basis without such limitations. Such Limited Warranty and Disclaimer, Exclusive Remedies and Limited Liability inure to the benefit of Minemax Pty Ltd.’s licensors.
  13. The limitations or exclusions of warranties and liability contained in this License Agreement do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods otherwise than in the course of a business.The limitations or exclusions of warranties, remedies or liability contained in this License Agreement shall apply to you only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.
  14. Third Party Software. The Software may contain third party software which requires notices and/or additional terms and conditions. Such required third party software notices, if any, and/or additional terms and conditions are located at http://www.minemax.com/ and are made a part of and incorporated by reference into this License Agreement. The Software may contain IBM Cplex third party software. The terms for IBM Cplex are http://www-03.ibm.com/software/sla/sladb.nsf/lilookup/81D0D71779D62EC885257D90006BB9C2?OpenDocument. By accepting this License Agreement, you are also accepting the additional terms and conditions, if any, set forth therein.
  15. Privacy Policy. Our Privacy Policy, which may change from time to time, is a part of this Agreement.
  16. General
    1. This License Agreement shall be governed by the internal laws of the State of Western Australia, without giving effect to principles of conflict of laws.
    2. This License Agreement, together with the terms of an applicable software license purchase agreement, if any, between you and Minemax Pty Ltd., contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect. The failure or delay of Minemax Pty Ltd to exercise any of its rights under this License Agreement or upon any breach of this License Agreement shall not be deemed a waiver of those rights or of the breach.
    3. No Minemax Pty Ltd dealer, agent or employee is authorized to make any amendment to this License Agreement.
    4. If any provision of this License Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this License Agreement will remain in full force and effect.
    5. All questions concerning this License Agreement shall be directed to: Minemax Pty Ltd., Level 3, 182 St Georges Tce, Perth, Western Australia 6000, Australia, Attention: Support.
    6. Minemax and other trademarks contained in the Software are trademarks or registered trademarks of Minemax Pty Ltd in Australia, United States and/or other countries. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. Except for the rights granted in Section 2 above relating to Sample Application code, Minemax Pty Ltd Redistributables, and MS Redistributables, this License Agreement does not authorize you to use Minemax Pty Ltd.’s or its licensors’ names or any of their respective trademarks.

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