End-User Licence Agreement

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1. Definitions

AssetOwl means AssetOwl Pty Ltd (ACN 601 135 282).

Claim means any claim, demand, right, action or proceeding whether in contract, tort, equity, statute or under any other law of Victoria or the Commonwealth of Australia or any expenses, costs, damages or losses (whether direct or consequential) of any nature which are suffered or incurred by any party arising out of or in connection with this EULA.

Confidential Information means information that is by its nature confidential but does not include:

  1. information already known to the receiving party at the time of the disclosure by the other party; or
  2. information in the public domain other than as a result of disclosure by a party in breach of its obligations of confidentiality under this EULA and these General Terms and Conditions.

EULA means this End User Licence Agreement.

Intellectual Property means any concept, technique, procedure, algorithm, software, source code, data file, idea, design, invention, know-how, process or other intellectual capital developed, discovered or used by AssetOwl in the course of developing and providing the Software.

Licence Holder means the corporation, organisation or person to whom AssetOwl is providing the Software for a licence fee.

Links means any links to third party websites contained on the Website.

Mobile Applications the applications made available by AssetOwl from time to time to enable the Licence Holder and any User to access and use the Software on a mobile device.

Asset Data means any floor plan, imagery, attachments, user information, contact information, asset information, sales information and any other data supplied by the Licence Holder or a User for the purpose of utilising the Software.

Software means any software developed and owned by AssetOwl and made available via the Website or via the Mobile Applications under the terms of this EULA.

Website means the website that has the URL www.assetowl.com including any sub domains but excluding any third party Links and websites.

Users or User means any individual person or other entity who uses the Software under the terms of this EULA with the permission of the Licence Holder.

2. Terms of licence to use software

2.1 This EULA shall be binding on the User.

2.2 The User acknowledges and agrees that the licence granted under this EULA to the User is non-exclusive, non-transferable, revocable and subject to the terms of this EULA.

2.3 The User shall:

  1. be responsible for his, her or its use of the Software;
  2. ensure that all usernames and passwords required by a User to access the Software are kept secure and confidential;
  3. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer the Software.

2.4 The User shall indemnify AssetOwl against any Claim arising from a breach on the part of the User of this EULA.

3. Confidentiality & privacy

3.1 The User shall preserve the confidentiality of all Confidential Information obtained in connection with the Software.

3.2 The User shall not, without the prior written consent of AssetOwl, disclose or make any Confidential Information available to any person or use the same for its own benefit, other than as contemplated by the relevant Licence Holder and this EULA.

3.3 The provisions of clauses 3.1 and 3.2 shall not apply to any information which:

  1. is or becomes public knowledge other than by breach of this clause;
  2. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure
  3. is in the possession of the receiving party without restriction in relation to disclosure prior to the date of receipt from the disclosing party; and
  4. is independently developed with access to the Confidential Information.

3.4 The User’s obligations under this clause 3 shall survive termination of the licence granted under this EULA.

3.5 AssetOwl maintains a privacy policy available at www.assetowl.com/privacy and the User shall be taken to have accepted that policy upon acceptance of this EULA.

4. Intellectual Property

4.1 The User acknowledges that nothing in this EULA operates to grant to the User any right, claim, title or interest in or to the Software or the Intellectual Property.

4.2 AssetOwl shall be at liberty to use, apply, exploit, register or protect the Software and the Intellectual Property in such manner as it shall see fit, including granting further licences to use the Software to other parties.

4.3 The User shall notify AssetOwl immediately on becoming aware of any unauthorized use or copying of the whole or any part of the Software.

4.4 Except as expressly permitted by the Copyright Act 1968 (Cth), the User shall not reverse assemble or reverse compile the Software or any part of the Software, nor create any derivative works based on the Software.

5. Ownership of Asset Data

5.1 Title to and all intellectual property rights in the Asset Data remain the property of the Licence Holder.

6. User warranty

6.1 The User warrants that it will not:

  1. alter any logs upon gaining access to the Website or Mobile Applications;
  2. interfere with the technological operations of the Website or Mobile Applications;
  3. manipulate or attempt to manipulate any content or material on the Website or Mobile Applications;
  4. post or attempt to post any false, inaccurate, misleading, illegal or defamatory content on the Website;
  5. use any robot, spider, search engine, scraper or other means to access the Website or to do any of the acts described in sub-clauses (a) to (d) for any purpose other than the usual purpose for which the Website or Mobile Applications are intended.

6.2 If AssetOwl becomes aware that clause 6.1 has been breached, then it may suspend the licence granted to the Licence Holder and to the User without notice and take any other action that AssetOwl deems appropriate.

7. Liability and indemnities

7.1 The User shall release and indemnify AssetOwl and its officers, employees and consultants from and against any Claim or Claims brought against AssetOwl arising out of or as a consequence of this EULA or the provision of the Software or for any act or omission of AssetOwl, its officers, employees or contractors.

7.2 The User shall indemnify AssetOwl and its officers, agents, employees and consultants against any Claim or Claims that are made by or on behalf of any third party:

  1. for any loss or damage arising from or in connection with the use of the Software except to the extent that such loss or damage was caused by the negligent act or omission of AssetOwl or its officers, agents, employees and consultants; and
  2. for any loss or damage arising from the unauthorized use of the Software by any person using the User's username and password.

7.3 AssetOwl shall not be liable for any interference or damage to any computer system that arises in connection with the User’s use of the Website or Mobile Applications.

7.4 AssetOwl provides no warranty or guarantee that the Software will be fit for a particular purpose and, subject to clause 7.5, any condition or warranty which would otherwise be implied is hereby excluded.

7.5 Where legislation implies any condition or warranty and prohibits the exclusion of such condition or warranty, the liability of AssetOwl for any breach of such condition or warranty shall be limited at the option of AssetOwl to the repair of the Software.

8. Termination

8.1 The User acknowledges and agrees that if AssetOwl terminates the Licence Holder’s licence for any reason, then the licence granted to the User under this EULA will also be terminated.

8.2 AssetOwl may terminate the licence granted under this EULA if the User materially breaches these this EULA.

9. No third party endorsements or liability

Links to third party websites and information may appear on the Website from time to time. AssetOwl is not responsible for the information contained on any third party website and shall not be liable for any damages or costs incurred by the User from the use of any third party website.

10. Amendment to end user licence agreement

AssetOwl reserves the right to amend this EULA from time to time with any such amendments being effective immediately upon updating the Website with such amendments.

11. Miscellaneous

11.1 This EULA constitutes the entire agreement between the parties and contains all of the representations, warranties, covenants and agreements of such parties and there are no other oral statements, representations, undertakings, covenants or agreements between the parties expressed or implied.

11.2 No waiver of any provision of this EULA by any of the parties shall be effective unless it is in writing and then such waiver shall be effective only in the specific instance and for the purpose for which it was given.

11.3 If any of the terms and provisions of this EULA are determined to be invalid or unenforceable by any court such determination and consequential severance (if any) shall not invalidate the rest of the EULA which shall remain in full force and effect as if such terms and provisions had not been made a part of the EULA.

12. Governing law and jurisdiction

This EULA is governed by, and construed in accordance with, the laws of the State of Victoria and both parties irrevocably submit to the exclusive jurisdiction of the Courts of the State of Victoria.