PROPLY END USER LICENCE AGREEMENT (EULA)

Last Updated: 2023-06-01

• APPLICABILITY AND DEEMED ACCEPTANCE
  1. This EULA applies to any End Users of proply. You agree to, and will be deemed to have accepted, this EULA when you access proply.
  2. By accessing proply you irrevocably consent to the terms of this EULA and represent and warrant that you will comply with the scope and restrictions of this EULA (as set out in clause 2.1(a)). If you do not accept this EULA, you must not access, use or otherwise view proply.
  3. This EULA commences on the date you are granted access to proply by the Head Licence Holder and will continue until your access to proply is terminated by the Head Licence Holder or the Solution Provider.
• USE OF PROPLY
  • GRANT OF LICENCE
    
    You are granted a revocable, worldwide, non-transferable, royalty-free licence to use proply (Licence) in accordance with this EULA.
  • RESTRICTIONS ON LICENCE
    1. You must not, or allow or encourage any third party to:
       1. use proply for any purpose other than for the purpose for which it was designed;
       2. upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using proply;
       3. upload any material that is owned or copyrighted by a third party;
       4. make copies of proply or reproduce proply;
       5. adapt, modify or tamper in any way with proply;
       6. remove or alter any copyright, trade mark or other notice on or forming part of proply;
       7. create derivative works from or translate proply;
       8. share or make proply available online to third parties that are not End Users approved by the Head Licence Holder;
       9. sell, loan, transfer, sub-licence, hire or otherwise dispose of proply to any third party;
       10. decompile or reverse engineer proply or any part of it, or otherwise attempt to derive its source code;
       11. attempt to circumvent any technological protection mechanism or other security feature of proply; or
       12. act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Solution; or
    2. You must immediately notify the Solution Provider of any unauthorised or misuse of proply, or any breach or potential breach of proply’s security.
  • LIMITATIONS OF PROPLY
    
    The Solution Provider does not guarantee, and make no warranties, to the extent permitted by law, that:
    1. proply will be free from errors or defects;
    2. proply will be accessible or available at all times; or
    3. any information provided through proply is accurate or true.
  • DISCLAIMERS
    1. The Solution Provider does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of proply.
    2. You must take your own precautions to ensure that the process which you employ for accessing proply does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
    3. To the maximum extent permitted by applicable law, the Solution Provider’s liability for all claims in aggregate to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to proply is totally excluded or where it cannot be exclude to $100 (AUD). This includes the transmission of any computer virus.
    4. You indemnify the Solution Provider and its employees, agents and contractors (Personnel) in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with, your use of proply or breach of this EULA (or both, as the case may be).
    5. You acknowledge and agree that the Solution Provider will have no liability for any act or omission by you which results in or contributes to damage, loss or expense suffered by you or another user in connection with the use of proply and indemnify the Solution Provider for any such damage, loss or expense.
    6. All express or implied representations and warranties given by the Solution Provider or its Personnel are, to the maximum extent permitted by applicable law, excluded. Where any law implies a condition, warranty or guarantee into this EULA which may not lawfully be excluded, then to the maximum extent permitted by applicable law, the Solution Provider (and its Personnel’s) liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:
       1. in the case of goods, their replacement or the supply of equivalent goods or their repair; and
       2. in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.
    7. To the maximum extent permitted under applicable law, including the Competition and Consumer Act 2010 (Cth), under no circumstances will the Solution Provider or its Personnel be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with proply, this EULA or their subject matter.
• YOUR DATA AND PRIVACY
  • GRANT OF LICENSE
    
    By uploading any User Data to proply, you grant to the Solutions Provider a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the User Data to the extent reasonably required to provide the Solution.
  • PRIVACY LAWS
    1. As part of using proply, the Solutions Provider collects personal information (as defined in the Privacy Act 1988 (Cth)) from End Users.
    2. The Solutions Provider will deal with this personal information it receives from End Users in accordance with the Privacy Act 1988 (Cth)
• INDEMNITY

You agree at all times to indemnify and hold harmless the Solution Provider and its officers, employees, agents and contractors (Those Indemnified) from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of Those Indemnified where such loss or liability was caused or contributed to by your: 1. breach of any term of this EULA; or 2. negligent, fraudulent or criminal act or omission.

• TERMINATION
  • AUTOMATIC TERMINATION
    
    Your Licence will be immediately revoked, if the agreement between the Solution Provider and the Head Licence Holder expires, is terminated or otherwise comes to an end.
  • TERMINATION BY THE SOLUTION PROVIDER OR HEAD LICENCE HOLDER
    
    The Solution Provider or the Head Licence Holder (or both) may terminate your Licence immediately by notice to you if:
    1. you are in breach of any term of this EULA; or
    2. you commit, or the Solution Provider or the Head Licence Holder reasonably suspects that you may commit, any breach of this EULA.
  • EFFECT OF EXPIRY OR TERMINATION
    1. In the event of termination of your Licence, you must immediately cease using proply
    2. Termination of your Licence will not affect any rights accruing to any party to the date of termination nor any obligation performed to the date of termination or any obligation which expressly or impliedly survives termination of this EULA.
  • YOUR DATA ON TERMINATION
    
    You are solely responsible for removing User Data prior to termination of your Licence. The Solution Provider will not be liable to you for any damage or loss (including consequential loss) of your or any other End User’s User Data upon termination of this Licence.
• GENERAL
  • GOVERNING LAW AND JURISDICTION
    
    This EULA is governed by the law applying in Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this EULA. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
  • WAIVER
    
    No party to this EULA may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
  • FURTHER ACTS AND DOCUMENTS
    
    Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this EULA.
  • ASSIGNMENT
    
    You cannot assign, novate or otherwise transfer your rights or obligations under this EULA without the Solution Provider’s prior consent.
  • ENTIRE AGREEMENT
    
    This EULA embodies the entire agreement between the parties and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this EULA.

DEFINITIONS

Term	Definition
End User	means you, or any person to whom the Head Licence Holder provides access to proply
Head Licence Holder	means the party which the Solution Provider has entered into an agreement to provide proply
Intellectual Property Rights	means all copyright, trade mark, design, patent, moral rights, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this EULA both in Australia and throughout the world.
Licence	has the meaning given in clause 2.1.
Solution Provider	means Jaden Digital Pty. Ltd. (ABN 66 160 378 058) the developer and owner of the proply solution.
PROPLY	means proply developed by the Solution Provider.
User Data	means any files, data, materials or any other information, which is uploaded to proply by an End User, including any Intellectual Property Rights attaching to those materials.