End User Agreement

This User Agreement (Agreement) is a legally binding agreement and governs the licensing and use of the Ralleo software program from Ralleo Pty Ltd ACN 167 082 868 (We, Us or Our). By clicking “I agree” or by installing or using the Software, you (You or Your) acknowledge and agree that You have read and understood the Agreement and agree to be bound by its terms and that if You are using the Software on behalf of an entity other than Yourself, you have the power and authority to bind that entity and consent to the Agreement.

  1. DEFINITIONS

The following terms apply to this Agreement:

Active – means a Project or Initiative that is active for one (1) month during any Term.

Confidential Information – means all trade secrets, ideas, know how, concepts and information whether in writing or otherwise relating in any way to Us or to You, Our sub-licensees, agents and employees, Your or Our affairs or businesses, sales, marketing or promotional information, this Agreement including any such information in Our or Your power, possession or control concerning or belonging to any third party but does not include information that: (a) is, or becomes part of, the public domain otherwise than by breach of this Agreement by You or Us; (b) is lawfully obtained by either party from another person without any restriction as to use and disclosure; or (c) was in the receiving party’s possession prior to disclosure to it by You or Us.

Fees – means the First Term Subscription Fee, the Renewal Term Subscription Fee and any additional fees that You and Us agree are payable under this Agreement.

First Term – means the initial one (1) month period of this Agreement.

First Term Subscription Fee – means the fee owed by You and specified in the Order for the license to use the Software for the First Term.

Moral Rights – has the same meaning as the term has in Part IX of the Copyright Act 1968 (Cth).

Order – means your purchase of the right to use the Software during a Term based on information you provided in a form on Our Website or contained within a Ralleo proposal.

Our Intellectual Property Rights – means copyright, and all rights in relation to inventions, registered and unregistered trademarks (including service marks), registered and unregistered designs, circuit layouts, and any other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields under the laws of any jurisdiction throughout the world and includes data and usage statistics that We collect from Users of the Software but excludes Your Confidential Information.

Project – means a project or change initiative that is Active.

Renewal Term Subscription Fee – means the fee owed by You to Us to extend the license and this Agreement for the Renewal Term.

Renewal Term – means the one (1) month period that starts at the end of the First Term and includes each subsequent Renewal Term.

Services – means any services that We provide to You in relation to the Software or Your use of the Software under this Agreement.

Software – means the Ralleo software program and includes any updates, upgrades, modifications and documentation that We provide to You.

Supported Device – means a computer or other device that meets the specifications described on the Website and that We support for the operation of the Software.

Term – means the First Term and any subsequent Renewal Term.

User – means a single person identified by a unique email address and such address may not be shared with other people.

Website – means the Ralleo website or the website of a partner of Ours who is authorised to distribute the Software.

  1. LICENSE

We grant You a non-exclusive, non-transferable, licence to use the Software on a Supported Device for the Term specified in the Order. You may only use the Software for the number of Users or Projects specified in the Order. This license does not allow You to use the Software to operate a service bureau, SaaS, hosting service or other similar service. Neither this Agreement nor the Software may be sold, leased, assigned, sublicensed or transferred by You, in whole or in part.

  1. SCOPE OF USE

You may only use the Software for Your internal business purposes and You may not modify, alter or adapt the Software or merge all or part of it with any other Software without Our prior written consent. You may not reverse engineer, reverse compile or decompile the Software or try to access or discover its source code or any trade secret related to the Software. You may not remove or obscure any notice relating to Our Intellectual Property Rights. You must immediately notify us if You become aware of any unauthorised use of the Software. You acknowledge that We may incorporate technical features into the Software to enforce this Agreement.

  1. RECORDS INSPECTION

You acknowledge that we may audit the number of Users and Projects that You have for the Software. You agree to pay for your excess usage of the Software.

  1. PROVISION OF INFORMATION

You must provide Us with information and data in order for Us to enable You to use the Software. You agree to grant Us a non-exclusive, transferable, perpetual, irrevocable, fully paid up license to use this information and data, including generic material included in that information and non-personal data, provided it does not embody Your Confidential Information. Our use of Your information is subject to our privacy policy, which is available from — http://www.ralleo.com/privacy-policy. You irrevocably consent to Us, our employees, servants, agents, licensee and assigns, doing any acts or making any omissions that constitute a breach of Your Moral Rights in any information or data that You provide to Us or create using the Software, including the right to not name You as the author and amending any part of the information and You agree that Your consent is given freely and not under duress of any kind. You further agree that We may use, adapt, translate, commercialise, exploit (including granting Our customers the rights to do the same) and treat the information and data in any way without You asserting any of Your Moral Rights

  1. FEES

You agree to pay the Initial Term Subscription Fee as specified in the Order. You must pay a Renewal Term Subscription Fee to use the Software for a Renewal Term. We may increase the Fees at any time to reflect changes in Our standard rates and charges. The Fees are exclusive of all goods and services tax (GST), sales, use, value-added and other taxes and duties other than tax owed on Our net income.

  1. SOFTWARE SUPPORT

If You have paid the First Term Subscription Fee and any Renewal Term Subscription Fee for the relevant Term, we will provide technical consultation for the Software and You will receive updates and new version releases of the Software provided such updates and new release are generally made available to other customers using the Software (Support Services). We only offer Support Services through the Website or via email as specified on the Website. For an additional fee, you may receive direct technical assistance from Us by telephone.

  1. SERVICES

If we provide You with Services or with direct technical assistance under Software Support (Additional Support Services), You agree to pay Us for such Services or Additional Support Services according to the rate that You and We have agreed and if the parties have not agreed a rate, then according to our then-applicable standard rates. We agree to perform the Services, Support Services and Additional Support Services with due care, skill and judgment and in a proper workmanlike manner.

  1. CONFIDENTIAL INFORMATION

We and You agree not to disclose, duplicate or otherwise reproduce, directly or indirectly, each other’s Confidential Information in whole or in part. We and You further agree to use each other’s Confidential Information solely for the purposes of exercising each other’s rights stated under this Agreement or other rights that are clearly contemplated by this Agreement.

  1. LIMITED WARRANTY

We warrant that for a period of 90 days from the date of the Order, the Software will perform substantially in accordance with its specifications contained in the documentation. Our entire liability and Your sole remedy under this warranty is that We will use reasonable commercial efforts to correct or provide a work around for any reproducible error in the Software provided that We are given notice during the warranty period. We do not warrant that the Software will operate uninterrupted or error free or that the Software will function with other hardware or third party software. The warranties set forth in this clause 10 are in lieu of all other warranties, express, statutory, and implied, including, but not limited to, the implied warranties of accuracy, quiet enjoyment, non-infringement, merchantability and fitness for a particular purpose. The warranties set forth in this clause 10 are expressly subject to the limitation of liability in clause 12 and apply to You only and not to any third party.

  1. INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY

You agree that We own Our Intellectual Property Rights in the Software, including improvements, modifications or enhancements to the Software and that You obtain no right or interest in the Software or any part of the Software. You agree that We may use Our Intellectual Property Rights to further develop, improve and promote the Software.

If We are held by a court of competent jurisdiction to have infringed a third party’s copyright in a country where You are authorised to use the Software, then we may at our own expense: (a) modify the Software so that it becomes non-infringing; (b) obtain for You a license to continue to use the Software; or if (a) or (b) cannot be accomplished on terms reasonable to Us, remove any infringing work from You and refund to You the last payment made for a First Term Subscription Fee or Renewal Term Subscription Fee. We are not liable under this indemnity if the infringement results directly or indirectly from: (i) Your use of the Software other than in accordance with the documentation or in a manner that is in breach of the Agreement: (ii) unauthorised copying, modification, adaptation or translation of the Software; or (iii) use or operation of the Software in combination with equipment, software, materials or services not authorised by Us and You indemnity Us for all losses, costs, expenses and demands that arise from the foregoing. This clause 11 states Our exclusive liability with respect to any claim of intellectual property infringement or other misappropriation and is in lieu of all other remedies, liabilities and obligations.

  1. LIMITATION OF LIABILITY AND INDEMNITY

We are not responsible for and we specifically disclaim all liability for any loss, liability, damage (whether direct, indirect or consequential), personal injury or expense of any nature whatsoever which may be suffered by You or any third party that may be attributable, directly or indirectly, to the Software or to Your use of the Website. We are not liable for any loss or damage that may arise in connection with Your use of the Software or the Website and in no event are We liable for indirect, special, incidental or consequential damages even if We have been notified of the possibility of such damage and notwithstanding any failure of essential purpose of any limited remedy of any kind.

  1. AUSTRALIAN CONSUMER LAW

Under the Australian Consumer Law included in the Competition and Consumer Act 2010 (Cth) (ACL), consumers have certain rights which cannot be excluded, including guarantees as to the fitness for purpose of goods or services. Nothing in this Agreement will be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law (including the ACL) and which by law cannot be excluded, restricted or modified. This Agreement must be read subject to these statutory provisions. Subject to any consumer rights under the ACL and to the extent permitted by law, we limit Our liability in respect of any claim under those provisions, at Our option, to re-supplying the Software or services again; or paying the cost of having the services supplied again.

  1. TERMINATION

We may terminate this Agreement immediately by notice to You if You breach a provision of this Agreement and fail to remedy the breach within 14 days. Either party may terminate this Agreement if the other party becomes or threatens to become subject to any form of bankruptcy or insolvency administration. Upon termination, you are no longer permitted to use the Software and You must immediately cease to us it and delete or destroy all copies of the Software in Your possession. Termination of this Agreement does not prejudice any rights or any claim that either party may have accrued against the other party up to the date of termination.

  1. GOVERNING LAW

This Agreement and Your use of the Website are governed by the laws of New South Wales and You and We submit to the non-exclusive jurisdiction of the courts of New South Wales and courts entitled to hear appears from those courts. This Agreement contains the entire agreement and understanding between You and Us about the Software and all prior agreements and representations made between You and Us are superseded by this Agreement.

  1. EXPORT

You represent and warrant that the Software will not be downloaded or used in, or transported to, a country that is subject to an Australian government embargo, or has been designated by the Australian Government as a “terrorist-supporting” country. You must not export or re-export, or permit exportation or re-exportation of the Software in violation of any export provisions of Australia or any other applicable law.

  1. GENERAL PROVISIONS

A. Relationship — This Agreement — does not create any partnership, joint venture or agency relationship between You and Us.

B. No Authority — Neither We nor You may enter into any agreements or incur any liabilities on behalf of the other party without the other party’s prior written consent nor may represent to any person that it has any authority to do so.

C. Publicity — You agree that We can use Your logo in presentations to prospective users and customers and on Our Website. You agree to consider issuing a joint press release with Us about Your use of the Software. All other publicity is subject to Your and Our prior written approval.

D. Waiver — No right under this Agreement is waived or deemed to be waived except by notice in writing signed by the party waiving the right.

E. Assignment — We may assign Our rights under this Agreement without Your consent. You may not assign Your rights without Our consent.

F. Information Provided by You – We require You to provide information such as Your name, address, email address, credit card number or other details when You place on Order on Us (“Information”). We may subsequently require further details to enable the processing of any additional Orders that You make. You agree to provide Us with current, complete and accurate Information and We agree not to sell or disclose Your Information to third parties without Your consent.