Master License Agreement

This Master License Agreement (“Agreement”) sets out the licensing terms under which XGrafter Pty Ltd (“Licensor”) grants access to the XGrafter platform (“Platform”) to a subscribing Customer (“Licensee”). This Agreement supplements the Terms of Service.

1. Grant of licence

Subject to payment of the applicable fees and compliance with this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, revocable licence to access and use the Platform for its internal business operations, for the duration of an active subscription.

2. Licence types

• Main licence — grants a user access to the desktop / admin surface (jobs, quotes, scheduling, invoicing, admin settings). Included: unlimited Main licences for one Customer under the Standard plan.
• Mobile licence — grants a user access to the XGrafter Field mobile application. Charged per active seat per month. A user consuming a Mobile licence occupies one paid seat for the duration of their activation.

3. Restrictions

Licensee must not, and must not permit any third party to:

• Sublicense, resell, rent, lease, or otherwise transfer the Platform.
• Copy, modify, decompile, or reverse-engineer any part of the Platform.
• Remove or alter any proprietary notices displayed within the Platform.
• Share credentials between individuals — each individual user must have their own account.
• Use the Platform to build a competitive product.

4. Ownership

Licensor retains all right, title, and interest in the Platform, including all intellectual property rights. No rights are granted to Licensee other than as expressly stated in this Agreement.

5. Customer Data

Licensee retains all right, title, and interest in Customer Data. Licensor's use of Customer Data is limited to providing the Platform, and is further described in the Privacy Policy.

6. Third-party integrations

The Platform integrates with third-party services (including but not limited to Xero, Dropbox, Simpro, and Google services). Licensee's use of any such integration is subject to the third party's own terms. Licensor is not responsible for the availability or conduct of any third-party service.

7. Support

Standard plan Licensees receive email and phone support during Australian business hours (9am–5pm AEST). Enterprise plan Licensees receive priority support with response-time SLAs as documented in their order form.

8. Fees and adjustments

Fees are set out in the applicable plan or order form. Licensor may adjust standard pricing on 60 days' notice. Enterprise pricing is fixed for the term of the applicable order form.

9. Term and termination

This Agreement remains in effect while Licensee holds an active subscription. On termination, Licensee's licence to use the Platform immediately ceases. Sections that by their nature should survive termination (including confidentiality, ownership, and liability provisions) survive.

10. Warranties and disclaimers

The Platform is provided “as is”. Licensor makes no warranty that the Platform will be uninterrupted or error-free. Licensor's aggregate liability under this Agreement is capped at the fees paid by Licensee in the 12 months preceding the claim.

11. Governing law

This Agreement is governed by the laws of Victoria, Australia.

12. Contact

For licensing questions or Enterprise agreements, contact ops@xgrafter.com.