End User draft licensing agreement – LIFE App

1. Terms and Conditions
   1. These terms and conditions govern Your access to, and use of, the McArthur LIFE application (Portal) and any database, information, content or other materials (such as policies or specifications) that are incorporated into, or form part of, the application as well as the system We provide in order to access and use the Portal.
   2. These terms and conditions form a legally binding Agreement between You and Us. You acknowledge and agree that these terms and conditions apply to Your access to, and use of, the Portal. By clicking on “I Accept” button or in accessing or using the Portal, You acknowledge that You have read and understood, and agree to be bound by, these terms and conditions. If You do not accept these terms and conditions, then You must immediately refrain from accessing or using the Portal.
2. Amendments to terms and conditions
   1. We reserve the right to amend these terms and conditions from time to time.
   2. Any amendments shall be effective immediately upon notification through the Portal. Your continued use of the Portal following such notification will represent an agreement by You to be bound by the terms and conditions as amended.
3. Registration
   1. Each User has been registered to use the Portal by Us or by You. You have given the Us the authority to contact user’s added by US or You for the purposes of initiating their registration.
   2. Use of the Portal requires an email address and password for each User. It is Your responsibility to ensure that Your email and password is kept secret and secure if recorded. You are responsible for all usage or activity of the Portal for Your login credentials.  
   3. You are responsible for providing Us with a list of End Users to add to the portal. You have received any required approvals to provide their email address and any other required information to Us. You have given the Us the authority to contact End User’s added by Us or You for the purposes of initiating their registration.
4. The Portal and its Content
   1. The Portal and its Content is provided for You to manage your End Users, view reports and manage your account.
   2. You must comply with all laws, regulations, by-laws, ordinances or subordinate legislation, in force from time to time, in Your relevant jurisdiction or which otherwise pertains to You and Your use of, and access to, the Portal or its Content including laws related to copyright.
   3. You must not interfere with or disrupt (or attempt to interfere or disrupt) the Portal, any servers or networks connected to the Portal.
   4. While using the Portal, You must not
      1. post, distribute, upload, publish or disseminate any illegal, discriminatory, threatening, defamatory or offensive content;
      2. post spam, unsolicited or bulk electronic communications, chain letters or pyramid schemes;
      3. use the Portal in any manner which might damage, disable, overburden, or impair the Portal or interfere with any other user’s use and enjoyment of the Portal, such as a denial of service attack;
      4. engage in any conduct which may infringe any third party’s rights, including intellectual property rights;
      5. other than, and only to the extent permitted by law in a way which cannot be agreed to the contrary, copy, modify, translate, reproduce, alter, create any derivative work, or otherwise customise Your access to, and use of, all or any portion of the Portal (or attempt to do any of those things);
      6. display, disclose, sell, resell, transfer, licence, rent access to, lease, loan, provide or distribute all or any portion of the Portal to any third party;
      7. remove, alter, cover or obfuscate any copyright notices, trade mark notices, attributions or other proprietary rights notices placed or embedded on or in the Portal;
      8. un-bundle any components of the Portal (unless and only to the extent expressly permitted by law in a way which may not be agreed to the contrary); or
      9. reverse assemble, reverse compile or otherwise attempt to gain access to the source code of all or any portion of the Portal, for example by trying to bypass any security measures.
   5. To the fullest extent permitted by law, We do not represent or warrant: (a) the suitability for Your intended use of the Portal; (b) the accuracy, completeness or suitability for Your intended use of any information (including, without limitation, any Content made available to You through the Portal); or (c) that the Portal or any Content on the Portal will be uninterrupted or error-free or defect-free or that errors or defects in the Portal or any Content on the Portal will be corrected.
   6. You acknowledge that, despite all reasonable precautions on Our part, there is a risk of unauthorised access to, or alteration of, Your transmissions of data or information contained on Your computer system and used to access the Portal or available through the Portal.
5. Intellectual Property
   1. The Portal is owned by Us (or Our licensors) and all intellectual property rights subsisting in, relating to or arising out of the Portal are (as between You and Us (and Our licensors)) owned by and vest in Us (or Our licensors), including the Intellectual Property rights in all modifications, developments or enhancements to the Portal. These terms and conditions do not transfer any right, title or interest in Our (or Our licensors’) Intellectual Property rights to You. We expressly reserve all of Our rights in relation to the Portal.
   2. Any use of Our trade marks by You must include a statement attributing the trade mark to Us. You must not use any of Our trade marks in a manner which is or may be confusing, misleading or deceptive to any person or in a manner which disparages Us or the Portal.
   3. Subject to Your compliance with these terms and conditions, We grant You a revocable, non-exclusive, non-transferable, non-sub licensable, personal licence during the Term to use the Portal solely for the Customer's internal business or education purposes.
6. Term
   1. For the purposes of these terms and conditions, the Term is the period during which We have a contractual obligation to the Customer which requires Us to provide You with access to the Portal. If We no longer have sufficient rights to grant You the licences granted under these terms and conditions, the Term will automatically end.
7. Updates
   1. We may, from time to time, provide updates (including to correct faults, errors or “bugs”) to the Portal. Where such an update is provided:
      1. it will be made available by Us at the time of Our choosing;
      2. by continuing to access or use the Portal, You are deemed to agree to accept such updates; and
      3. these terms and conditions will continue to apply in all respects to the update which shall be deemed to be the Portal for the purposes of these terms and conditions.
   2. Notwithstanding the forgoing, We are under no obligation to make any updates to (or any new versions of) the Portal, to correct and faults, errors or “bugs” or to support or maintain the Portal, whether by providing advice, training, error-correction, modifications, updates, new releases or enhancements or otherwise.
8. Availability of the Portal
   1. We will use commercially reasonable efforts to make the Portal available to You on a continuous basis during business hours during the Term. However, the Portal is provided on an “as available” basis. We do not represent or warrant that the Portal will be continuously available at any particular time. We will not be liable if the Portal is unavailable for any period.
9. Disclaimers
   1. To the maximum extent permitted by law, We do not accept any liability for any Loss howsoever caused (including through Our negligence), suffered or incurred by You arising from or in connection with: (a) Your access to, or use of, the Portal or its Content; or (b) any error or defect in the Portal or its Content, even if We have been informed of the possibility of such Loss.
   2. To the fullest extent permitted by law, any guarantee, representation, condition or warranty (including, without limitation, any implied guarantee, representation, condition or warranty of merchantability, acceptable quality or fitness for a particular purpose and whether implied by common law, statute or otherwise) which would otherwise be implied in these terms and conditions or any liability in connection with such a guarantee, representation, condition or warranty, is hereby excluded.
   3. The above disclaimers do not attempt or purport to exclude liability under any legislation if, and to the extent that, such liability cannot be lawfully excluded (including, without limitation, any guarantee, condition or warranty or any liability in connection with such a guarantee, condition or warranty under the Australian Consumer Law).
   4. Where Our liability with respect to any statutory rights may not be excluded, but may be restricted or modified by agreement, Our liability is limited to (at Our election):
      1. the replacement of the goods or the supply of equivalent goods;
      2. the repair of such goods;or
      3. the supplying of the services again
10. Payments, Return and Refunds Policy
    1. You will be charged a Setup fee and Monthly fee that has been agreed to between you and McArthur. The Setup Fee shall be deducted from your nominated Credit Card or Bank Account on Sign up and the Monthly fee will be taken from your nominated Credit Card or Bank Account on a Monthly Basis. You may change your nominated Credit Card or Bank Account via the Portal.
    2. You may cease payments for the McArthur Life App by notifying Us McArthur in writing and we will stop access to the service within 30 days. You will be billed for any due amounts prior to terminating your accounts.
    3. You may request a refund of any payments incurred if you feel the amount deducted was not what we agreed to, this request must be sent to McArthur in writing and we will respond within 14 days. 
11. Limitation of liability
    1. To the maximum extent permitted by law, and notwithstanding any other provision of these terms and conditions, the total aggregate liability of Us in connection with the Portal (whether arising under these terms and conditions or otherwise) will not exceed [$AUD150].
    2. We will have no liability to You in respect of any Loss or damage (including for Loss of profits, wasted expenditure, business interruption, anticipated savings, Loss of goodwill, Loss of data or for any indirect, consequential or special Loss or damage whether or not the Loss or damage was foreseeable or contemplated or ought to have been foreseeable or contemplated, by Us or if We were advised of the possibility of such Loss or damage) which You may suffer or incur or which may arise directly or indirectly in respect of the Portal (including Your access to and use of the Portal), or goods or services supplied pursuant to these terms and conditions or in respect of a failure or omission on the part of Us in connection with these terms and conditions or the Portal.
12. Indemnity by you
    1. You indemnify Us against all Losses, costs, expenses (including legal expenses), demands or liability, incurred or suffered by You or Us (or Your officers, employees and representatives) arising from or in connection with:
       1. Your negligent act or omission; or
       2. any failure by You to comply with these terms and conditions.
13. Termination and suspension
    1. You may cease using the Portal at any time for any reason, without notice to Us.
    2. We may modify, restrict, terminate or suspend Your access to the Portal at Our sole discretion and at any time and for any period.
    3. On termination of these terms and conditions by Us, You must immediately cease using the Portal.
14. Other websites and software applications
    1. We are not responsible for the policies and practices of internet websites operated and software applications made available by persons other than Us, even if:
       1. You access them via Our website or the Portal; or
       2. You are directed or link to Our website or the Portal via such third party websites and software applications.
    2. You should carefully review the terms and conditions of use and privacy policy of every internet website You access and every software application You access, download or use.
15. Circumstances beyond Our control
    1. We will not be in breach of these terms and conditions or otherwise liable to You or any other person (including Your employer or any third party You represent) for any unavailability or failure of the Portal or any delay or other failure by Us (including as result of any delay or failure in the transmission of data via the internet) that is caused by, or arises from, any event or circumstances beyond Our control.
16. Assignment
These terms and conditions are personal to You and You must not assign, transfer or novate any or all of Your rights or obligations under these terms and conditions. We may (with or without notice to You) assign, transfer, novate, sub-contract or otherwise dispose of any or all of its rights or obligations under these terms and conditions to any person.
17. General provisions
    1. A single or partial exercise or waiver of a right relating to this document does not prevent any other exercise of that right or the exercise of any other right.
    2. No party will be liable for any Loss or expenses incurred by another party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.
    3. If We waive, in whole or part, any rights available to Us under these terms and conditions on one occasion, this does not mean that those rights will automatically be waived on any other occasion.
    4. Subject to any provision to the contrary, these terms and conditions shall endure to the benefit of, and be binding upon, the parties and their successors, trustees, permitted assigns or receivers but shall not endure to the benefit of any other persons. The covenants, conditions and provisions of these terms and conditions which are capable of having effect after the expiration of these terms and conditions shall remain in full force and effect following the expiration of these terms and conditions.
    5. If any provision of these terms and conditions is held by a court of competent jurisdiction to be contrary to law, unenforceable or void (including in respect of any unfair contract terms legislation), that provision will be deemed to be null and void and the remaining provisions of these terms and conditions will be severed and otherwise continue in full force and effect.
    6. These terms and conditions is governed by, and must be construed in accordance with, the laws of Victoria. You are deemed to submit to the exclusive jurisdiction of the courts of Victoria, Australia.
18. Definitions
    
    
    In these terms and conditions, unless the context otherwise requires:
    1. Content means all content and material available on the Portal or through access to and use of the Portal.
    2. Customer means the organisation that has entered into a contract to use McArthur Life App and of which You are an employee, contractor or agent.
    3. End User means each end user of the Customer authorised by the Customer to access and use the Portal, and includes You.
    4. Intellectual Property means any registered or unregistered rights in any copyrights, patents, inventions, discoveries, trade marks, designs or confidential information or any rights of a similar nature under the laws of Australia or anywhere else in the world.
    5. Loss means loss or damage of any kind (including liability to a third party) including, without limitation, loss of profits or indirect, consequential, incidental, special exemplary or punitive loss or damage.
    6. Portal means the online service provided by Us to End Users as registered within the portal. This is inclusive of web site and mobile apps used to capture and report data.
    7. Privacy Statement means Our privacy statement from time to time, a current copy of which is available at the Portal
    8. Registered User means an End User registered through the Portal or you Staff registered to manage the Portal.
    9. We, Us, Our means [McArthur Pty Ltd].
    10. You, Yourself, Your means the person that is accessing or using the Portal.
19. Interpretation
    1. In these terms and conditions, unless the context requires otherwise:
       1. any reference to a “person” includes any individual, company, corporation, firm partnership, joint venture, association, organisation or trust (in each case, whether or not having separate legal personality) and references to any of the same shall include a reference to the others;
       2. any phrase introduced by the words “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words;
       3. references to the singular include the plural and to the masculine include the feminine, and in each case vice versa; and
       4. the headings and sub-headings are inserted for convenience only and shall not affect the meaning of these terms and conditions.
    2. In the interpretation of these terms and conditions, no rule of construction applies to the disadvantage of the party preparing the document on the basis that it prepared or put forward this document or any part of it.