WEB MATRIX Commercial Software Licence

Last updated: 07 July 2026

This software package, including all source code, compiled code, scripts, database scripts, configuration files, documentation, images, icons, stylesheets, JavaScript files and related materials (collectively, the “Software”), is proprietary software owned by WEB MATRIX or its licensors.

By installing, copying, accessing or using this Software, the licensee (“Licensee”) agrees to be bound by this licence (“Licence”). If the Licensee does not agree to this Licence, the Licensee must not install, copy, access or use the Software.

1. Licence Grant

Subject to full payment of all applicable fees and ongoing compliance with this Licence, WEB MATRIX grants the Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable (solely for cause as set out in Section 12) licence to install and use the Software on a perpetual basis. This use is strictly restricted to the specific licensed website, portal, domain, client, environment, or number of installations specified in the applicable invoice, proposal, order, agreement or written approval issued by WEB MATRIX.

No ownership rights are transferred to the Licensee. WEB MATRIX and its licensors retain all rights, title, and interest in and to the Software, including all intellectual property rights.

2. Permitted Use

The Licensee may use the Software only for lawful internal business purposes and only within the scope of the licence purchased.

Unless expressly authorised in writing by WEB MATRIX, the Licensee must not:

Copy, reproduce, resell, distribute, publish, rent, lease, lend, sublicense or otherwise make the Software available to any third party;
Use the Software for more websites, portals, domains, clients, environments or installations than licensed;
Remove, obscure or alter any copyright, ownership, branding or proprietary notices;
Reverse engineer, decompile, disassemble or attempt to derive the source code of any compiled component, except to the extent expressly permitted by applicable law;
Use the Software to build, assist with, or benchmark a competing product or service;
Use the Software in any unlawful, harmful, fraudulent, misleading or unauthorised manner.

3. Source Code

Where source code is provided, it is provided solely for the Licensee’s internal maintenance, configuration, and operation of the specific licensed installation.

Source code access does not transfer ownership of the Software or any intellectual property rights.
The Licensee must not share, publish, resell, redistribute or disclose the source code to any third party without the prior written consent of WEB MATRIX.
Personnel Liability: The Licensee ensures that any employees, contractors, or agents who are granted access to the source code are bound by strict, written confidentiality obligations no less restrictive than this Licence. The Licensee remains fully and vicariously liable to WEB MATRIX for any unauthorised disclosure, leak, or breach of confidentiality by its personnel.

4. Modifications and Derivative Works

The Licensee may modify the Software only for its own licensed installation, unless otherwise agreed in writing by WEB MATRIX.

Any modification, customisation, extension, or derivative work created from, based on, or incorporating the Software remains subject to this Licence.
Intellectual Property Assignment: To the maximum extent permitted by law, the Licensee hereby assigns to WEB MATRIX all intellectual property rights in any modifications or derivative works created by or for the Licensee. To the extent such assignment is ineffective, the Licensee grants WEB MATRIX an irrevocable, perpetual, worldwide, royalty-free, sublicensable, and transferable licence to use, adapt, commercialise, and incorporate such modifications into the core Software for any purpose.
WEB MATRIX is not responsible or liable for any issue, defect, vulnerability, incompatibility, data loss, performance degradation, or other consequence arising from modification of the Software by anyone other than WEB MATRIX.

5. Third-Party Platforms and Dependencies

The Software is designed to operate on specific third-party platforms, frameworks, libraries, services, or systems, including but not limited to DotNetNuke (DNN), Microsoft .NET, Microsoft SQL Server, web browsers, hosting environments, and server software.

WEB MATRIX is not responsible for changes, defects, vulnerabilities, outages, incompatibilities, deprecations, or failures in any third-party platform, dependency, service, or environment.
Future Compatibility: WEB MATRIX is under no obligation to modify, update, or rewrite the Software to ensure compatibility with future versions, major updates, or architectural changes of DNN, .NET, or Microsoft SQL Server released after the date of purchase.
The Licensee is solely responsible for ensuring that its hosting environment, DNN installation, database, server configuration, permissions, security controls, and third-party dependencies are suitable, secure, maintained, and compatible with the Software.

6. Updates, Maintenance and Support Renewals

Perpetual Scope: The perpetual nature of this Licence applies strictly to the specific version of the Software delivered at the time of purchase.
Update Lifecycles: Access to software updates, patches, security fixes, upgrades, compatibility releases, and technical support (collectively, “Updates and Support”) is included only for the initial period specified in the purchase order or invoice (typically 12 months from purchase).
Renewal Requirements: Following the expiration of the initial period, ongoing access to Updates and Support requires the purchase of a commercial renewal licence at WEB MATRIX’s then-current rates. If the Licensee chooses not to renew, they may continue using their existing version of the Software under this Licence on a perpetual basis, but they forfeit all rights to updates, technical support, and compatibility patches.
Pre-Installation Backups: The Licensee is strictly responsible for backing up its website, files, database, and entire environment before installing, updating, modifying, or removing the Software.

7. Security

The Licensee acknowledges that no software can be guaranteed to be secure, error-free, or immune from attack, misuse, misconfiguration, or failure.

The Licensee is solely responsible for maintaining appropriate infrastructure security controls, including secure hosting, access controls, patching, backups, monitoring, firewall rules, malware protection, user permissions, and operational procedures.
WEB MATRIX is not liable for any unauthorised access, data breach, malware infection, compromise, loss, damage, or operational interruption arising from the Licensee’s environment, configuration, credentials, users, third-party services, or failure to maintain appropriate security controls.

8. No Warranty

To the maximum extent permitted by law, the Software is provided “as is” and “as available”, without warranty of any kind, whether express, implied, statutory, or otherwise. Without limiting the foregoing, WEB MATRIX does not warrant that:

The Software will be error-free, uninterrupted, secure, or free from vulnerabilities;
The Software will meet the Licensee’s specific business requirements or performance expectations;
The Software will be compatible with all versions, custom configurations, modules, skins, themes, extensions, browsers, or hosting environments;
Defects or operational bugs will be corrected;
The Software will prevent, detect, or resolve all security, operational, administrative, performance, or compliance issues.

Nothing in this Licence excludes, restricts, or modifies any right, guarantee, warranty, or remedy that cannot lawfully be excluded, restricted, or modified under the Australian Consumer Law (set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable statutory law.

9. Limitation of Liability

To the maximum extent permitted by law, WEB MATRIX excludes all liability for any indirect, incidental, special, exemplary, punitive, or consequential loss or damage, including but not limited to loss of profit, loss of revenue, loss of business opportunity, loss of contract, loss of goodwill, loss of data, loss of use, website downtime, business interruption, reputational damage, security incident response costs, data restoration costs, or third-party claims.

To the maximum extent permitted by law, WEB MATRIX’s total aggregate liability arising out of or in connection with the Software, this Licence, or the Licensee’s use of the Software—whether in contract, tort (including negligence), statute, equity, or otherwise—is strictly limited to the total amount actually paid by the Licensee to WEB MATRIX for the relevant Software licence in the twelve (12) months immediately preceding the event giving rise to the claim.

Where WEB MATRIX is permitted by law to limit its liability for breach of a non-excludable consumer guarantee under the Australian Consumer Law, WEB MATRIX’s liability is limited, at WEB MATRIX’s sole option, to:

The replacement of the Software or the supply of equivalent software;
The repair of the Software;
The payment of the cost of replacing the Software or acquiring equivalent software; or
The payment of the cost of having the Software repaired.

10. Indemnity

The Licensee agrees to indemnify, defend, and hold harmless WEB MATRIX, its directors, officers, employees, contractors, agents, and suppliers from and against any and all claims, losses, damages, liabilities, costs, or expenses (including reasonable legal costs on a full indemnity basis) arising out of or in connection with:

The Licensee’s installation, configuration, modification, operation, or misuse of the Software;
The Licensee’s website, portal, server, database, hosting environment, users, customers, content, or data;
Any material breach of this Licence by the Licensee or its personnel;
Any unlawful, negligent, unauthorised, or improper act or omission by the Licensee, its employees, or its users;
Any modification of the Software code not explicitly performed by WEB MATRIX;
Any third-party intellectual property or privacy claims arising from the Licensee’s deployment of the Software;
Any failure by the Licensee to maintain adequate backups, security controls, access controls, or appropriate operational procedures.

This indemnity will be reduced proportionally to the extent that the relevant claim, loss, or damage is proven to be directly caused by WEB MATRIX’s gross negligence, unlawful conduct, or wilful misconduct.

11. Data and Backups

The Licensee is solely responsible for all data stored, processed, displayed, transmitted, or affected by the Software. WEB MATRIX is not liable for data loss, data corruption, failed backups, failed restores, database migration issues, accidental deletion, overwriting, misconfiguration, or operational errors, except to the extent liability cannot be excluded by law.

12. Licence Termination

Termination for Cause: WEB MATRIX may terminate this Licence immediately by written notice if the Licensee breaches any material provision of this Licence, fails to pay applicable fees, exceeds the allocated licence scope, misuses or distributes the Software, infringes WEB MATRIX’s intellectual property rights, or becomes insolvent, bankrupt, or enters liquidation, to the extent permitted by law.
Effect of Termination: Upon termination for cause, the perpetual licence grant is immediately revoked. The Licensee must instantly cease all use of the Software, remove and uninstall it from all environments, websites, and servers, and destroy all copies of the Software and source code in its possession or control, providing written certification of destruction to WEB MATRIX upon request.
Termination does not affect any rights, remedies, or obligations that accrued to either party before the date of termination.
Following termination or expiry of this licence, Sections 3, 4, 9, 10, 11, 13, and any other provisions of this license which by their nature are intended to survive termination or expiry, will continue in full force and effect.

13. Audit Rights

Verification and Records: The Licensee must maintain accurate and up-to-date deployment records regarding its use of the Software, including the specific domains, portals, and environments where the Software is installed.
Audit Mechanics: WEB MATRIX or its designated representative may, upon seven (7) days’ written notice, audit the Licensee’s deployment and use of the Software to verify compliance with this Licence. The Licensee must provide system logs, license verification files, server dashboard screenshots, or other deployment data reasonably requested by WEB MATRIX.
Shortfall and Costs: If an audit reveals that the Software is deployed beyond the scope of the purchased licences, the Licensee must immediately purchase the necessary licences at WEB MATRIX’s current retail rates. If the audit reveals an underpayment or over-deployment of more than five percent (5%), the Licensee must also fully reimburse WEB MATRIX for the reasonable costs of conducting the audit.

14. Assignment

The Licensee must not assign, transfer, novate, sublicense, or otherwise deal with its rights or obligations under this Licence without the prior written consent of WEB MATRIX. Any attempted transfer without consent is null and void.

WEB MATRIX may freely assign, transfer, or novate its rights and obligations under this Licence, in whole or in part, as part of a business sale, restructure, merger, joint venture, acquisition, or transfer of core assets.

15. Severability

If any provision of this Licence is found to be invalid, void, illegal, or unenforceable by a court of competent jurisdiction, that provision is to be read down to the minimum extent necessary to make it valid and enforceable. If it cannot be read down, it is severed from this Licence without affecting the validity, legality, or enforceability of the remaining provisions.

16. Entire Agreement

This Licence, together with any applicable invoice, proposal, order form, support agreement, or written agreement issued by WEB MATRIX, constitutes the entire agreement between WEB MATRIX and the Licensee regarding the Software, superseding all prior oral or written understandings, advertisements, or representations. To the extent of any explicit inconsistency, the terms of a specific, executed commercial agreement or invoice issued by WEB MATRIX will prevail.

17. Governing Law and Jurisdiction

This Licence is governed by, and construed in accordance with, the laws of the State of Victoria, Australia. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Victoria, Australia, and any courts entitled to hear appeals from those courts, for the resolution of any dispute arising out of or in connection with this Licence.

18. Contact

WEB MATRIX

Website: https://webmatrix.au

Email: [email protected]