AGENT99 – END USER LICENSE AGREEMENT
MyVendor Pty Ltd (ACN 629 675 403) t/as Agent99
MyVendor Pty Ltd (ACN 629 675 403) t/as Agent99
(together the “Parties”)
- In this Agreement unless the context otherwise requires:
- Agreement means this agreement;
- Application means the application “Agent99”, any executable computer programs/device applications and related printed, electronic and online documentation and any other files that may accompany the Application;
- Licence means the non-exclusive and non-transferable licence to use the Application that the Licensor grants to the Licensee under this Agreement.
- Licence Fee means the monthly subscription fee paid by the Licensee and the Licensor in consideration for the granting of the License.
- Term means 1 month.
- In this Agreement unless the context otherwise requires:
- headings are for convenience only and do not affect its interpretation and construction;
- the singular includes the plural and vice versa;
- words importing a gender include other genders;
- where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning;
- a reference to any statute, proclamation, rule, code, regulation or ordinance includes any amendment, consolidation, modification, re- enactment or reprint of it or any statute, proclamation, rule, code, regulation or ordinance replacing it;
- “includes” is not a word of limitation;
- a reference to any thing is a reference to the whole and each part of it;
- a reference to a group of persons is a reference to all of them collectively and to each of them individually; and
- a reference to a document includes all amendments or supplements to, or replacements or novation of, that document.
- This Agreement is between the Licensee and the Licensor, and governs the Application made available to the Licensee.
- The rights and obligations of this Agreement are personal rights granted to the Licensee only.
- Under this Agreement, the Licensor grants to the Licensee a revocable, non-transferable, non-exclusive, and limited licence to use the Application:
- for the Term;
- in Australia only; and
- strictly in accordance with this Agreement.
- All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee (“Acceptance“) upon the first of:
- selecting the ‘Accept’ option;
- registering to use the Application;
- payment of the License Fee for the Application at the point of purchasing the Licence for the Application; or
- upon using the Application.
- If the Licensee do not agree to the Terms of this Agreement, the Licensee must not install, use, or copy the Application.
- This Agreement:
- entitles the Licensee to use the Application and/or Licence through a single registration login only; and
- does not entitle multiple users to use the Application and/or Licence through that single registration login.
License fee and Term
- This Agreement will begin on Acceptance and will continue for the Term.
- The Licence Fee paid by the Licensee will constitute the entire licence fee for the Term and is the full consideration for this Agreement.
- The License shall auto-renew at the end of the Term on the automatic payment of a further Licence Fee.
- Once the License is renewed, the Licence and this Agreement is extended for a further Term.
- At the end of the Term, and if the Licence is not renewed, the Licensee must destroy and/or remove all copies of the Application in their possession including from their computer or device.
Limitations on use
- Unless the Licensee has a license for each separate user, this License and/or Agreement does not permit the Application to be used:
- on a system that allows shared use of the Application by multiple users;
- on a multi-user network or on any configuration or system of computers or devices that allows multiple users.
- Unless the Licensee holds multiple, validly, licensed copies, the Licensee may not:
- share Licence and/or Application registration details with others;
- share the Licence, or contents of the Application, with others;
- permit the use of the Application by more than one user
- The Licensee may not:
- decompile, “reverse engineer”, disassemble, or otherwise attempt to derive the source code for the Application;
- broadcast, transmit or otherwise display in a public forum or any venue not restricted to the Licensee, the Application or any part of the Application;
- post the Application or part of the Application on any website;
- modify the Application, create derivative works based upon the Application, or use the Application to develop any Application having the same primary function as the Application;
- modify the Application or create any derivative work of the Application or its accompanying documentation. Derivative works include but are not limited to translations;
- alter any files or libraries in any portion of the Application; or
- transfer or assign any of the rights or obligations granted under this Agreement;
- redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer the Licensee’s rights to the Application to any other person or legal entity.
- make available the Application for use by any third parties.
- copy any part of the Application except to the extent that the licensed use inherently demands the creation of a temporary copy stored in the computer or device memory and not permanently affixed on storage medium.
- Failure to comply with any of the terms under the Licence section will be considered a material breach of this Agreement.
- The Licensee agrees and acknowledges that the Licensor:
- retains all rights, title and interest, including all copyright, intellectual property and distribution rights, in and to, the Application and all copies thereof; and
- owns all rights, title and interest to data and information captured, transferred and/or uploaded by the Licensee.
- This Agreement constitutes a licence for use only and is not in any way a transfer of ownership rights to the Application.
Limitation of Liability
- The Application is provided by the Licensor and accepted by the Licensee “as is”.
- The Licensor does not warrant that use of the Application will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.
- The Licensor makes no warranty expressed or implied regarding the fitness of the Application for a particular purpose or that the Application will be suitable or appropriate for the specific requirements of the Licensee.
- Liability of the Licensor will be limited to a maximum of the Licence Fee for the proceeding Term.
- The Licensor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Application, this Agreement, the Application, any software for the Application or any support services for the Application, whether based on contract, tort, statute, or any other legal theory.
- To the extent that the applicable jurisdiction limits the Licensor’s ability to disclaim any implied warranties, this disclaimer shall be effective to the maximum extent permitted.
- Provisions of the Competition and Consumer Act 2010 and other laws in force from time to time in Australia may imply guarantees, warranties, conditions, and impose obligations on the Licensor. If these apply, the Licensor’s liability will be limited at its option to resupply, repair or replacement of the Application or the cost of such resupply, repair or replacement, to the extent permitted by law. Nothing in this clause excludes, restricts or modifies the Licensee’s rights under the Competition and Consumer Act 2010.
- Unless otherwise explicitly agreed to in writing by the Licensor, subject to clause 26, all representations, guarantees, conditions and warranties of any nature are expressly excluded.
- The Licensee will indemnify the Licensor, its directors, officers, employees, agents and contractors in full against any liability, loss, damages, costs and expenses as a result of or in connection with the Licensee’s use of the Application, including but not limited to, any modification by the Licensee of the Application which causes the Application to infringe the intellectual property rights of a third party.
Warranties and Representations
- The Licensor warrants and represents that:
- it is the copyright holder of the Application; and
- granting the licence to use this Application is not in violation of any other agreement, copyright or applicable statute.
- Without prejudice to any other rights of the Licensor, this Agreement will be terminated, and the Licence forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement.
- On termination of this Agreement for any reason, the Licensee will promptly cease to use the Application and destroy any copies of the Application and/or remove the Application from their computer or device.
- No user support or maintenance is provided as part of this Agreement.
- This Agreement does not create or imply any relationship in agency or partnership between the Licensor and the Licensee.
- This Agreement can only be modified in writing signed by both the Licensor and the Licensee.
- The Licensor reserves the right to amend these terms from time to time without notice to the Licensee and the Licensee will be subject to the terms in force at the time the Licensee purchases the Licence for the Application, registers to use the Application or uses the Application whichever is applicable.
- Any provision of, or the application of any provision of this Agreement, which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.
- Any provision of, or the application of any provision of this Agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.
- If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.
- The failure, delay, relaxation or indulgence on the part of a part in exercising, in part or whole, any power, right or remedy conferred upon that party by these terms shall not operate as a waiver of that power, right, or remedy.
- The Licensor will be free of liability to the Licensee where the Licensor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as pandemic, earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Licensor has taken any and all appropriate action to mitigate such an event.
- This Agreement contains the entire Agreement between the Parties and supersedes any previous understandings, commitments or agreements, oral or written. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
- The Parties to this Agreement submit to the jurisdiction of the courts of Australian Capital Territory for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed in accordance with the laws of the Australian Capital Territory.
- All notices to the Licensor under this Agreement are to be provided at the following address: Level 1 65 Canberra Avenue GRIFFITH ACT 2603 Australia