Software Licence Agreement

SweetOrange.app Limited (Licensor)

and

[Licensee Name] (Licensee)

Section A: Agreement and Key Details

Software:

Sweet Orange Ecosystem (including Sweet Orange, STAGE DOOR, and MyBlack modules)

Approved Purpose:

To use Sweet Orange software for lawful business operations, including event management, ticketing, AR+IQ content delivery, and fan/artist engagement.

Start Date: from date of signing

End Date: further notice

Fees and Payment Terms:

Type

Description

Fees

Invoice Frequency

Payment Terms

Licence Fee

Core software and API access

As agreed

Monthly

20th of the following month

Support Services

Technical maintenance and system updates

Included in operational fees

Monthly

20th of the following month

Transaction Fees

Stripe payment processing and SweetOrange service fee

See below

Per transaction

Deducted automatically

Transaction Fee Structure

  • Stripe Standard Fees (passed through at cost):

    • New Zealand: 2.7% + NZD $0.30 per transaction

    • Australia: 1.7% + NZD $0.30 per transaction

  • SweetOrange Fees: 5% + fixed fee per ticket (transaction-based)

Territory: Australia and New Zealand

Warranty Period: 90 days from Start Date

Section B: General Terms

1. Licence Grant

SweetOrange.app Limited grants the Licensee a non-exclusive, non-transferable licence to use the Sweet Orange software, documentation, and interfaces for the Approved Purpose within the Territory, subject to the terms below.

2. Licence Conditions

The Licensee must:

  • Use the software lawfully and only for authorised business purposes.

  • Not copy, reproduce, reverse-engineer, or distribute the software without written consent.

  • Maintain appropriate data security and comply with Australian Privacy Principles (APP) and GDPR (where applicable).

  • Protect all proprietary notices and intellectual property rights belonging to SweetOrange.app Limited and its technology partner iSPARX™ Group.

3. Support ServiceS

The Licensor will provide:

  • Access to hosting infrastructure (AWS/GCP) and microservices environment.

  • Technical support, updates, and AR+IQ integration services.

  • Real-time monitoring, ticketing performance, and payment reconciliation.

Support is contingent on:

  • Payment of all due fees.

  • Maintaining proper operational conditions as per documentation.

  • Compliance with all licence obligations.

4. Fees and Payments

Fees are deducted automatically through integrated payment gateways (Stripe) and include:

  • Standard Stripe processing fees (as outlined above).

  • SweetOrange platform service fees (5% + fixed ticket fee).

  • Additional costs (if applicable) for premium verification, AR+IQ features, or custom modules.

SweetOrange.app Limited reserves the right to update transaction fees with 30 days’ notice if third-party providers alter their rates.

5. Intellectual Property

All intellectual property, including software source code, system architecture, trademarks, and the AR+IQ framework, remains the exclusive property of SweetOrange.app Limited and iSPARX™ Group.

6. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information and not disclose it without prior written consent, except as required by law.

7. Limitation of Liability

SweetOrange.app Limited shall not be liable for indirect, incidental, or consequential damages arising from use of the software. Total liability shall not exceed the amount paid by the Licensee in the preceding six months.

8. Termination

This agreement may be terminated:

  • By mutual consent.

  • By either party for material breach (with 30 days’ notice and failure to remedy).

  • Automatically if the Licensee ceases operations, enters liquidation, or fails to pay fees.

Upon termination, the Licensee must cease using the software and destroy all copies of related documentation.

9. Governing Law

This Agreement is governed by the laws of New Zealand for transactions processed within New Zealand and by the laws of Australia for transactions processed within Australia. Disputes shall first be subject to mediation before arbitration.

Signatures

For SweetOrange.app Limited

Authorised Signatory: _________________________

Name:

Title:

For Licensee

Authorised Signatory: _________________________

Name: [Insert Name]

Title: [Insert Title]