bilbycast-manager End-User Licence Agreement

Version: 1.0

Effective Date: 12 April 2026

Licensor: Softside Tech Pty Ltd (ACN 606961077), a company registered in New South Wales, Australia (“Licensor”, “Softside Tech”, “we”, “us”, “our”). Licensee: The individual or legal entity that downloads, installs, accesses, or uses the Software (“Licensee”, “Customer”, “you”, “your”).

1. Acceptance

1.1. This End-User Licence Agreement (“Agreement” or “EULA”) governs your use of bilbycast-manager and related materials supplied by Licensor (together, the “Software”).

1.2. By downloading, installing, accessing, or using the Software — or by accepting this Agreement electronically, in writing, or through an Order — you agree to be bound by this Agreement. If you do not agree, you must not download, install, access, or use the Software.

1.3. If you are accepting this Agreement on behalf of a legal entity, you represent that you have authority to bind that entity, and “Licensee” refers to that entity.

2. Definitions

In this Agreement:

“Authorised User” means an employee or independent contractor of Licensee who is authorised by Licensee to use the Software in the course of Licensee’s internal business operations.

“Documentation” means the user and administrator documentation published by Licensor for the Software from time to time, including any documentation made available at https://bilbycast.com/getting-started/ (or a successor URL).

“Effective Date” means the earliest of (a) the date Licensee first downloads, installs, or uses the Software; (b) the date of acceptance set out in an Order; or (c) the date Licensee accepts this Agreement electronically.

“Licence Key” means a cryptographically signed token issued by Licensor that authorises Licensee to use specified features of the Software for a specified Term and within a specified Node Limit.

“Managed Node” means any instance of bilbycast software (including without limitation bilbycast-edge, bilbycast-relay, bilbycast-appear-x- api-gateway, or any other bilbycast-published gateway, node, or agent) that is registered to, connected to, or under the management or monitoring of an instance of the Software operated by or for Licensee.

“Node Limit” means the maximum number of Managed Nodes authorised by the applicable Licence Key or Order.

“Order” means a written or electronic ordering document (including quotes, order forms, renewal notices, and online checkout confirmations) signed or accepted by Licensee, referencing this Agreement and setting out commercial terms such as fees, Node Limit, Term, and enabled features.

“Software” means bilbycast-manager, including all updates, upgrades, patches, modifications, and derivative works provided by Licensor; its associated Documentation; and any Licence Keys issued by Licensor.

“Term” has the meaning set out in Section 12.

“Update” means any update, upgrade, patch, maintenance release, feature release, or new version of the Software that Licensor generally makes available to licensees at no additional charge during the Term.

3. Licence grant

3.1. Subject to Licensee’s continuing compliance with this Agreement and payment of applicable fees under the relevant Order, Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Term to:

(a) install and execute the Software on servers or other computing infrastructure owned, leased, or controlled by Licensee;

(b) use the Software solely for Licensee’s internal business operations, including managing, controlling, and monitoring Managed Nodes belonging to Licensee or to Licensee’s clients where Licensee (and not a third party) operates the Software;

(d) permit Authorised Users to access and use the Software on Licensee’s behalf, provided Licensee remains responsible for each Authorised User’s compliance with this Agreement.

3.2. The licence granted in Section 3.1 is scoped to, and limited by:

(a) the Node Limit encoded in Licensee’s Licence Key or specified in the applicable Order;

(b) the features enabled by Licensee’s Licence Key; and

3.3. The Software is licensed, not sold. No title, ownership interest, or intellectual-property right in the Software passes to Licensee under this Agreement. All rights not expressly granted are reserved by Licensor.

3.4. Community Licence (free of charge). In addition to, or in place of, any licence granted under Section 3.1, Licensor grants Licensee a perpetual, non-exclusive, non-transferable, non- sublicensable, royalty-free Community Licence to install and use the Software without a paid Order or Licence Key, provided that:

(a) Licensee’s use does not exceed ten (10) Managed Nodes in total across all instances of the Software operated by or for Licensee;

(b) Licensee’s use is limited to Licensee’s own broadcast operations, including operations performed on behalf of Licensee’s clients where Licensee (and not a third party) operates the Software;

(c) Licensee’s use does not include any activity restricted under Section 4 — including, for the avoidance of doubt, operating the Software as a hosted, managed, or software-as-a-service offering to third parties (Section 4.4) or embedding the Software in a third-party-facing appliance, turnkey product, or other solution (Section 4.5);

(d) Licensee complies with all other terms of this Agreement, including Section 4 (Restrictions), Section 5 (Licence Keys and enforcement), and Section 6 (Audit and compliance verification); and

(e) Licensor has not terminated the Community Licence under Section 12.

The Community Licence is provided without fees, without Support, without any service-level commitment, and without warranty beyond the limited warranty in Section 13. Licensor has no obligation to make Updates available to users of the Community Licence. For the purposes of Sections 3.2 and 10, the Community Licence has no applicable Order; references in this Agreement to the “Term” as applied to a Community Licence mean the period during which Licensee’s use conforms to this Section 3.4.

Licensor may, on ninety (90) days’ prior written notice (including by posting a revised Agreement at https://bilbycast.com/eula), vary the Community Licence terms — including the Node Limit and the scope of permitted use — for future Effective Dates. For a Community Licence already in effect on the change date, the terms in force at its Effective Date continue for an additional twelve (12) months before any revised terms apply.

4. Restrictions

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

4.1. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software or any part of it, except to the extent (and only to the extent) that applicable law expressly permits such activity despite this restriction, and only after giving Licensor prior written notice and a reasonable opportunity to supply the requested information;

4.2. Disable, remove, circumvent, modify, or tamper with any Licence Key verification, node-count enforcement, feature gating, digital signature check, telemetry, audit logging, watermark, copyright notice, or other technical or legal measure used by Licensor to enforce this Agreement, gate access to features, or identify the Software;

4.3. Redistribute, sublicense, sell, rent, lease, lend, or otherwise transfer the Software or any Licence Key to any third party, whether for consideration or not, except as part of a permitted transfer under Section 19.3;

4.4. Use the Software to provide a hosted, managed, software-as-a-service, platform-as-a-service, or similar offering to third parties, including any service in which a third party obtains access to the Software’s management, control, or monitoring features, whether directly or indirectly, except as expressly authorised by a separate written agreement with Licensor;

4.5. Embed, bundle, integrate, or distribute the Software (or any substantial part of it, or any work derived from it) as part of a hardware appliance, turnkey product, or other solution delivered to a third party, except as expressly authorised by a separate written agreement with Licensor;

4.6. Exceed the Node Limit, enable features not included in the Licence Key, or use the Software after the Term has ended;

4.7. Use the Software to develop, train, improve, or benchmark a competing product or service, or to assist any third party to do so;

4.8. Use the Software in any manner that violates applicable law, including export-control, sanctions, privacy, data-protection, and anti-corruption laws; or

4.9. Remove, alter, or obscure any copyright, trademark, patent, or other proprietary notice appearing on or in the Software or its Documentation.

5. Licence Keys and enforcement

5.1. Features of the Software and the Node Limit are enforced by cryptographically signed Licence Keys issued by Licensor. Licensee acknowledges that Licence Key enforcement is a material element of the consideration under this Agreement.

5.2. Circumventing, attempting to circumvent, removing, or modifying Licence Key enforcement constitutes a material breach of this Agreement and, depending on jurisdiction, may also constitute a violation of the Copyright Act 1968 (Cth) and equivalent anti-circumvention statutes in other jurisdictions.

5.3. The Software may periodically report operational telemetry to Licensor, including (without limitation) Software version, active feature set, Node Limit, and the number of Managed Nodes in use, solely for the purposes of licence compliance, billing, support, and product improvement. Licensor will handle such data in accordance with its privacy policy published at https://bilbycast.com/privacy (or a successor URL).

6. Audit and compliance verification

6.1. Audit right. On reasonable written notice of not less than thirty (30) days, and no more than once in any twelve (12) month period (except as set out in Section 6.4), Licensor — or an independent third- party auditor engaged by Licensor and subject to reasonable confidentiality obligations — may audit Licensee’s deployment, use, and records relating to the Software, solely to verify compliance with this Agreement and with the Node Limit and features enabled under the applicable Licence Key.

6.2. Conduct of audit. Audits must be conducted during Licensee’s normal business hours, in a manner reasonably calculated to minimise disruption to Licensee’s operations, and may be conducted remotely where a remote method is sufficient to verify compliance. Licensee must cooperate in good faith, including by providing reasonable access to Licence Key installations, relevant deployment and usage logs, records of Managed Nodes under the Software’s management, and knowledgeable personnel.

6.3. Records. Licensee must maintain accurate records sufficient to verify its compliance with this Agreement, including the number of Managed Nodes in use, the features enabled under each Licence Key, and the identities of Authorised Users. Licensee must retain such records for the longer of (a) the Term plus three (3) years, or (b) any period required by applicable law.

6.4. Cost allocation and remedies. Licensor bears the cost of any audit, except that if an audit establishes that Licensee has exceeded the Node Limit, enabled features not included in the Licence Key, or otherwise materially breached this Agreement, Licensee must pay: (a) Licensor’s reasonable audit costs; (b) all fees that would have been payable during the period of non-compliance, calculated at Licensor’s then-current published list rates; and (c) interest on the amounts under (b) at the rate of 2% per month, or the maximum rate permitted by applicable law, whichever is lower, from the date the fees would have been due. Where an audit establishes material non-compliance, Licensor may conduct a follow-up audit within six (6) months, notwithstanding the frequency limit in Section 6.1.

6.5. Self-reporting and true-up. If, at any time during the Term, Licensee’s use of the Software exceeds the Node Limit or includes features not enabled under the Licence Key, Licensee must, within thirty (30) days of becoming aware of the excess: (a) notify Licensor in writing; and (b) either reduce use to within the licensed scope or pay Licensor a pro-rated true-up fee at Licensor’s then-current published list rates for the excess use. Voluntary self-reporting under this Section 6.5, made before Licensor has given notice of an audit under Section 6.1, avoids the audit-cost and interest components under Section 6.4(a) and (c), but does not waive payment under Section 6.4(b).

6.6. Relationship to Licence Key enforcement. The audit and true-up rights in this Section 6 are cumulative with, and do not substitute for, the Licence Key enforcement mechanisms described in Section 5 and the termination rights in Section 12. Licensee’s compliance with cryptographic Licence Key mechanisms does not relieve Licensee of its obligations under this Section 6, and vice versa.

7. Ownership

7.1. The Software is the proprietary property of Licensor (or its licensors) and is protected by Australian and international copyright, trademark, patent, trade-secret, and other intellectual-property laws.

7.2. Licensor retains all right, title, and interest in and to the Software, including all intellectual-property rights, and all improvements, derivative works, and modifications to the Software (whether made by Licensor, Licensee, or any third party) are and will remain the sole property of Licensor.

7.3. If Licensee provides any feedback, suggestions, bug reports, or other comments regarding the Software (“Feedback”), Licensor may use, modify, and incorporate the Feedback into the Software and any other products or services without any obligation or compensation to Licensee. Licensee grants Licensor a perpetual, worldwide, royalty- free, sublicensable licence to exploit any such Feedback.

8. Third-party components

8.1. The Software incorporates certain third-party open-source components (“OSS Components”). The OSS Components are licensed to Licensee under the terms of their respective open-source licences, which are set out in the NOTICE file distributed with the Software.

8.2. Nothing in this Agreement is intended to restrict the rights granted by any OSS licence with respect to the corresponding OSS Component. In the event of a conflict between this Agreement and an OSS licence, the OSS licence controls with respect to the relevant OSS Component only.

9. Updates and Support

9.1. During the Term, Licensor may, in its discretion, make Updates available to Licensee. Updates, once installed, form part of the Software and are governed by this Agreement.

9.2. Licensor is not obliged to provide technical support under this Agreement. Technical support, where offered, is provided under a separate support agreement or service-level agreement referenced in the applicable Order.

10. Fees and taxes

10.1. Licensee must pay the fees set out in the applicable Order in accordance with the payment terms specified in that Order.

10.2. All fees are exclusive of goods and services tax (“GST”), value-added tax, and similar taxes, which are payable by Licensee in addition to the fees (unless otherwise stated in the Order). Licensor will issue a valid tax invoice for GST-applicable supplies.

10.3. Fees are non-refundable except as expressly set out in this Agreement or the applicable Order.

11. Confidentiality

11.1. Licensee acknowledges that the Software (including its binary form, performance data, Licence Keys, and non-public Documentation) constitutes the confidential information and trade secrets of Licensor (“Confidential Information”).

11.2. Licensee must (a) keep all Confidential Information in strict confidence; (b) not disclose it to any third party without Licensor’s prior written consent; and (c) use it only for the purposes permitted by this Agreement.

11.3. The obligations in this Section 11 do not apply to information that Licensee can demonstrate: (a) is or becomes publicly available through no breach of this Agreement; (b) was lawfully known to Licensee without restriction before disclosure by Licensor; or (c) is required to be disclosed by law or a court of competent jurisdiction, provided Licensee gives Licensor prompt notice and reasonable assistance to resist or limit such disclosure.

12. Term and termination

12.1. This Agreement commences on the Effective Date and continues for the Term specified in the applicable Order (or, if no Term is specified, for 12 months from the Effective Date), unless terminated earlier in accordance with this Agreement.

12.2. Either party may terminate this Agreement immediately by written notice if the other party:

(a) commits a material breach of this Agreement that is not remedied within 30 days of written notice requiring remedy; or

(b) becomes insolvent, enters voluntary administration or liquidation, has a receiver or controller appointed, makes an arrangement with creditors, or suffers any analogous event in any jurisdiction.

12.3. Licensor may terminate this Agreement immediately by written notice if Licensee breaches Section 4 (Restrictions), Section 5.2 (Licence Key circumvention), or Section 6 (Audit and compliance verification).

12.4. On termination or expiry of this Agreement:

(a) the licences granted to Licensee cease immediately;

(b) Licensee must stop all use of the Software, destroy or permanently delete all copies of the Software in its possession or control, and on request certify in writing that it has done so; and

12.5. The following sections survive termination or expiry: 4, 6, 7, 8.2, 11, 12.4, 12.5, 12.6, 14, 15, 16, 18, and 19.

12.6. Data retention and end-of-licence transition. The Software is installed and operated on infrastructure controlled by Licensee, and Licensor does not, as part of providing the Software, hold or process operational data generated by Licensee’s use of the Software.

(a) Licensee-held data. On termination or expiry, Licensee is solely responsible for exporting, migrating, archiving, or destroying any data stored within or processed by the Software. Licensor has no access to, and no obligation to preserve, return, or destroy, such data.

(b) Licensor-held records. Licensor may retain, after termination or expiry, records reasonably necessary for: (i) tax, accounting, and legal compliance (including records required under the Taxation Administration Act 1953 (Cth) and the Corporations Act 2001 (Cth)); (ii) audit of Licensee’s compliance during the Term under Section 6; (iii) defence or prosecution of legal claims; and (iv) enforcement of this Agreement. Such records are retained for the longer of seven (7) years from termination or any period required by applicable law.

(c) Telemetry data. Operational telemetry collected under Section 5.3 will be deleted or irreversibly anonymised within ninety (90) days of termination or expiry, except to the extent retained under Section 12.6(b).

(d) Transition grace period. On termination or expiry other than for cause under Section 12.3, Licensee has thirty (30) days from the effective date of termination to complete orderly migration of operations and destruction of Software copies. During this grace period, Licensee’s existing Licence Keys remain in effect, but the licence grant in Section 3.1 is limited to actions reasonably necessary to transition away from the Software. No grace period applies where Licensor terminates for cause under Section 12.3.

(e) Certification of destruction. On Licensor’s written request following termination or expiry, Licensee must, within thirty (30) days, certify in writing that it has complied with Section 12.4(b), signed by an officer of Licensee.

13. Limited warranty

13.1. Licensor warrants that, for a period of 30 days from the Effective Date, the Software will substantially conform to the Documentation in all material respects when used in accordance with this Agreement and the Documentation.

13.2. Licensee’s sole and exclusive remedy, and Licensor’s sole and exclusive liability, for breach of the warranty in Section 13.1 is, at Licensor’s option: (a) the correction of the non-conformity; (b) the replacement of the non-conforming Software; or (c) termination of this Agreement and refund of any unused, prepaid fees for the period following termination.

14. Disclaimer of warranties

14.1. Except as expressly set out in Section 13, the Software is provided “AS IS” and “AS AVAILABLE”, with all faults and without warranty of any kind. To the fullest extent permitted by law, Licensor disclaims all warranties, representations, and conditions of any kind, whether express, implied, statutory, or otherwise, including without limitation any warranty of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, availability, or uninterrupted or error-free operation.

14.2. Australian Consumer Law: Certain legislation, including the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)), may imply guarantees, conditions, or warranties that cannot be excluded, restricted, or modified except to a limited extent (“Non-Excludable Rights”). Nothing in this Agreement excludes, restricts, or modifies Non-Excludable Rights. Where Licensor is permitted by law to limit its liability for breach of a Non-Excludable Right in respect of services, Licensor’s liability is limited (at Licensor’s option) to re-supplying the services or paying the cost of having the services re-supplied.

15. Limitation of liability

15.1. To the maximum extent permitted by law, Licensor’s total aggregate liability arising out of or related to this Agreement, whether in contract, tort (including negligence), equity, statute, or otherwise, is limited to the fees actually paid by Licensee to Licensor under the applicable Order in the 12 months immediately preceding the event giving rise to the claim.

15.2. To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, data, or anticipated savings, even if advised of the possibility of such damages.

15.3. The limitations in this Section 15 do not apply to:

(a) Licensee’s payment obligations under Section 10, or any under-payment, audit-cost, or interest amounts payable under Section 6.4;

(b) Licensee’s breach of Section 4 (Restrictions) or Section 11 (Confidentiality);

(d) either party’s liability for death or personal injury caused by its negligence, fraud, or wilful misconduct; or

(e) any liability that cannot be excluded or limited under applicable law, including Non-Excludable Rights under the Australian Consumer Law.

16. Intellectual-property indemnity

16.1. Licensor will defend Licensee against any third-party claim that the Software, when used by Licensee in accordance with this Agreement and the Documentation, directly infringes a copyright, registered trademark, or issued patent of that third party (a “IP Claim”), and will pay any damages and costs finally awarded against Licensee by a court of competent jurisdiction in connection with the IP Claim, or agreed by Licensor in settlement, provided that Licensee:

(a) gives Licensor prompt written notice of the IP Claim;

(b) gives Licensor sole control of the defence and settlement of the IP Claim; and

16.2. If the Software is held, or Licensor reasonably believes it may be held, to infringe, Licensor may, at its option and expense: (a) procure for Licensee the right to continue using the Software; (b) modify the Software so that it is no longer infringing while retaining substantially equivalent functionality; (c) replace the Software with a non-infringing equivalent; or (d) terminate this Agreement and refund any unused, prepaid fees for the period following termination.

16.3. Licensor has no obligation under this Section 16 to the extent an IP Claim arises from: (a) modification of the Software by anyone other than Licensor; (b) combination of the Software with any product, service, or data not supplied or approved in writing by Licensor; (c) Licensee’s use of the Software after Licensor has notified Licensee to stop using it; or (d) Licensee’s breach of this Agreement.

16.4. This Section 16 states Licensor’s sole and exclusive liability, and Licensee’s sole and exclusive remedy, for any third-party intellectual-property claim in connection with the Software.

17. Export control and sanctions

17.1. Licensee must comply with all applicable export-control, sanctions, and trade laws, including those of Australia, the United States, the European Union, and the United Kingdom.

17.2. Licensee represents and warrants, and undertakes throughout the Term and any period of continued use of the Software, that (a) it is not located or incorporated in, and will not use, access, or export the Software to, any country or territory subject to comprehensive Australian, US, EU, or UK sanctions; (b) neither Licensee nor, to the best of its knowledge, any of its directors, beneficial owners, or senior managers is listed on any restricted- parties list maintained under such laws; and (c) it is not acting, directly or indirectly, on behalf of any such listed party. Licensee must notify Licensor in writing without undue delay if any of these representations ceases to be true, and Licensor may terminate this Agreement immediately on written notice in that event without liability to Licensee.

18. Governing law and jurisdiction

18.1. This Agreement is governed by the laws of New South Wales, Australia, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2. The parties submit to the exclusive jurisdiction of the courts of New South Wales, Australia, and courts competent to hear appeals from those courts.

19. General

19.1. Entire agreement. This Agreement, together with each applicable Order and any document expressly incorporated by reference, constitutes the entire agreement between the parties regarding the Software and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. In the event of a conflict between this Agreement and an Order, the Order prevails for that Order only, and only as to the specific terms in conflict.

19.2. Amendment. This Agreement may only be amended by a written instrument signed by both parties, except that Licensor may update this Agreement from time to time by posting a revised version at https://bilbycast.com/eula (or a successor URL); any such update takes effect only for Orders with an Effective Date on or after the date of the updated Agreement.

19.3. Assignment. Licensee may not assign, transfer, or delegate this Agreement or any rights or obligations under it, whether by operation of law or otherwise, without Licensor’s prior written consent. Licensor may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section 19.3 is void.

19.4. Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will continue in full force and effect.

19.5. Waiver. No failure or delay by a party in exercising any right under this Agreement constitutes a waiver of that right. No waiver is effective unless in writing.

19.6. Force majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government action, labour disputes, power or internet failures, or cyber-attacks.

19.7. Notices. Notices under this Agreement must be in writing and sent to the addresses specified in the applicable Order or, for Licensor, to contact@bilbycast.com with a copy to Softside Tech Pty Ltd’s registered office.

19.8. Independent contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

19.9. No third-party beneficiaries. This Agreement does not create any rights in, and does not confer any benefits on, any person or entity other than the parties.

19.10. Counterparts and electronic signatures. This Agreement may be accepted and executed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one and the same instrument.

20. Contact

Questions about this Agreement, or requests for a commercial licence covering use cases not permitted under this EULA, should be directed to:

Softside Tech Pty Ltd
Email:  contact@bilbycast.com
Website:  https://bilbycast.com