XGRAFTER

Master License Agreement

Effective 29 October 2026

This Master License Agreement (“Agreement”) sets out the licensing terms under which X Grafter Pty Ltd, ABN 49 703 685 072 (“XGrafter”, “Licensor”) grants access to the XGrafter platform (“Platform”) to a subscribing Customer (“Licensee”). This Agreement supplements the Subscription Agreement.

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

  • Office (admin) licence — grants a user access to the desktop platform (take-offs, quotes, jobs, scheduling, invoicing, settings). Unlimited office licences are included on the Studio and Enterprise plans; the Take-off plan covers the take-off tool.
  • Field licence — grants a user access to the XGrafter Field app. Charged per licence per month (the first two are free on a 12-month term) as set out in the Subscription Agreement. A person holding a field licence occupies one paid licence for as long as it is assigned to them.

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

Take-off and Studio Licensees receive email 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 Subscription Agreement and, for Enterprise, the applicable order form. Licensor may adjust standard pricing on 60 days' notice; a price locked for a 12-month term stays locked until that term ends.

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.