End User Licence Agreement
SaaS means the software made available to you
over a network on behalf of your Employer, and any update and new
release that may be made available by Us in Our discretion.
You (and other grammatical forms of You) means
the user of the SaaS.
We, Us, Our means Ethos Health Pty Ltd ABN 91
137 759 310.
Other definitions are at the end of this Agreement.
1. Agreement
1.1 This document contains the terms and conditions on which We
grant You the right to Access and use our Software as a Service (
SaaS). Only if You agree with
all its terms and conditions should You Access the SaaS. By using
the SaaS you indicate that you agree with all the terms and
conditions of this Agreement.
1.2 When You Access the SaaS an agreement is made between Us
and You.
1.3 You must not use the SaaS if you have ceased to be
employed by the Employer or ceased to have a contractual
relationship with the Employer.
2. Accessing and Using our SaaS
.1 We grant to You a non-exclusive, non-transferable,
limited right to Access the SaaS during the Term for the purpose s
of your Employer only.
2.2 We do not warrant or guarantee that:
(a) the SaaS will be uninterrupted or error free:
(b) any data, including Customer Data will be backed up
and/or recoverable by Us.
2.3 We may change the features or benefits of any SaaS from
time to time in Our discretion.
2.4 You acknowledge and agree that You:
(a) are solely responsible for the creation, posting,
accuracy, updating and maintenance of your Customer Data;
(b) must manage, renew, create, delete, edit, maintain and
otherwise control the content of your Customer Data.
2.5 We are not responsible for any delays, delivery failures
or any other loss or damage, including breach of Privacy Law,
resulting from the transfer of data over communications networks
or facilities, including the internet, and You acknowledge and
agree that the SaaS may be subject to limitations, delays or other
problems inherent in the use of such communications.
Epilepsy and seizure warning
2.6 The SaaS may contain flashing lights and colours, which
may trigger an epileptic fit or seizure. By agreeing to the terms
and conditions of this Agreement, you agree to not hold Us liable
for any epileptic fits, seizures, photosensitivity or other health
condition that may occur from purchasing, observing or using the
SaaS. It is Your responsibility to ensure that You are able to use
the SaaS without suffering from such events. It may be appropriate
for you to consult a responsible adult or see a medical
practitioner. We will not be liable for the costs of doing so.
2.7 Even if you have never had a seizure, there is a small
chance that you are photosensitive, and exposure to flashing
lights can cause a seizure. If you are not willing to accept this
risk You must not use the SaaS.
2.8 It is Your responsibility to ensure that observers of
Your use of the SaaS are made aware of the possibility that the
SaaS may trigger epileptic fits and/or seizures. Such observers
can be over the internet, in person or in your proximity. You must
ensure that You must meet their needs and respect their desire
that You do not engage with the SaaS where such observers can see
the screen or its reflection on any part of Your body.
3. Confidential Information and Privacy
Confidential Information
(a) You must keep Your login details secret and not disclose
them to any person.
(b) You must treat the SaaS as confidential and not allow
another person to observe your screen while using the SaaS.
Privacy
3.2 Our Privacy Policy can be found here.
3.3 We will:
(a) comply with the requirements of any Privacy Law in the
state, territory or country in which the party (and/or the
individual about whom the Personal Information relates) is
located, and in any state, territory or country to which the
Personal Information is to be sent;
(b) only use, manipulate, store, process and handle Personal
Information for the purposes of performing its obligations, or
exercising its rights, under this Agreement or as may be required
by law;
(c) take all reasonable steps to:
(i) ensure that the Personal Information that it holds is
accurate, up to date and complete;
(ii) protect the Personal information from misuse,
interference, loss, damage, unauthorised access, modification or
disclosure, unlawful use or processing, including by taking
appropriate technical and organisational measures;
(iii) promptly delete Personal Information that is no longer
required for a permitted purpose under this Agreement or the law;
(iv) allow the individual about whom Personal Information is
kept to obtain access to that Personal Information, inspect it and
ensure that it is kept accurate and up to date (including
requiring errors to be corrected), at no cost to the individual;
(v) ensure that at the time the party collects Personal
Information from the individual, that the party has that
individual consent to the parties collection, use, manipulation,
storage, processing, handling and transfer interstate and/or
overseas of the Personal Information for any purposes that are
reasonably contemplated by this Agreement.
4. Restrictions
4.1 You must not:
(a) copy, adapt, translate, publish, communicate to the
public, or create any derivative work or translation of the SaaS,
unless expressly permitted by law or this Agreement;
(b) reverse engineer, reverse compile, de-compile or
disassemble the object code of the SaaS or any part of the SaaS,
or otherwise attempt to derive the source code of the SaaS, except
to the extent the permitted by law;
(c) defeat or attempt to defeat any digital rights
management system or licensing system employed by Us or the
providers or proprietors of the SaaS Platform;
(d) use the SaaS for the purpose of building a competitive
product or copying its features or user interface;
(e) attempt to download or Access the object code or source
code of the SaaS;
(f) use the SaaS to display, store, process or otherwise use
any data (in any format, and whether readable by humans or by
machines, and including data that is Customer Data) that, in Our
opinion:
(i) infringes any person's Intellectual Property Rights,
right to privacy, right to keep confidential information
confidential, right to publicity or induces any person to breach a
contract;
(ii) is unlawful (including breaching laws relating to the
wrongful distribution of email or other electronic messages or
spam), discriminatory, derogatory, defamatory, slanderous,
malicious, obscene, contains child pornography or is immoral;
(iii) contains any virus, Trojan horse or other malicious
code, or is used to gain unauthorised access to, does harm to,
wrongfully intercepts, expropriates, accesses or uses for any
wrongful purpose, any person's hardware, SaaS, network or data.
5. Liability
5.1 Where You are entitled to a statutory guarantee under
clauses 60 to 62 of the Australian Consumer Law then to the extent
that We fail to comply with such statutory guarantee, Our
liability for a failure to comply with such statutory guarantee is
limited to one of the following, at Our option:
(a) supplying the services again; or
(b) payment of the cost of having the services supplied
again,
unless it is not fair or reasonable for Us to rely on this
term of the Agreement.
5.2 For any claim that is not provided for above then to the
extent permitted by law Our liability to You for any claim whether
it be in contract (including under an indemnity), tort (including
negligence), breach of statutory duty or otherwise, arising out of
or in connection with Agreement shall be limited to $100.00.
5.3 We are not liable for any loss, damage or expense which
is:
(a) lost profits, lost revenue, failure to realise expected
savings, lost or damaged data or business interruption or loss of
goodwill; or
(b) indirect, consequential, special, punitive or exemplary,
even if We have been advised of, know of, or should have known of
the possibility of such loss, damage or expense.
5.4 You acknowledge and agree that owing to the nature of
the SaaS, We do not represent or warrant:
(a) that the SaaS will meet Your or any users' particular
needs or purposes;
(b) that the SaaS will be fit for any particular purpose or
be of merchantable quality;
(c) the quality, accuracy, features, functions, benefits or
availability of the SaaS or any Third Party SaaS;
(d) that the SaaS will be, or remain compatible with, any
Third Party SaaS;
(e) that access to the SaaS will be continuously available;
or
(f) that the SaaS will be error free.
6. Termination
6.1 We may immediately terminate this Agreement and/or
suspend Access to the SaaS without notice if You breach any
provision of this Agreement and You do not remedy it within 14
days of Us providing You written notice of the breach.
6.2 If this Agreement terminates any right to Access and use
the SaaS terminates immediately.
7. General
Compliance with Laws
7.1 You must comply with all laws which are relevant to You
performing Your obligations under this Agreement.
Force Majeure
7.2 Neither party shall be in breach of this Agreement nor
liable to the other party for any failure or delay in performance
caused by events beyond its reasonable control.
Governing Law
7.3 This Agreement will be governed by the laws of New South
Wales, Australia without regard to its conflict of law principles.
The parties submit to the exclusive jurisdiction of the courts in
New South Wales, Australia.
8. Definitions
In this Agreement the following capitalised words have the
following meaning given to them, unless the context requires
otherwise.
8.1 Access means obtaining access to the SaaS.
8.2 Agreement means the terms and conditions in
this document.
8.3 Australian Consumer Law means theCompetition
and Consumer Act 2010 (Cth).
8.4 Customer Data means any data you enter into
the SaaS Platform at the direction of your Employer.
8.5 Employer means your employer or contract
party who is a Customer of Us.
8.6 Personal Information means any information or
data that is subject to any Privacy Law.
8.7 Policies means the agreement(s) and/or any
policies, terms and conditions You accepted prior to installing
the SaaS on Your Device from the SaaS Platform, including any
online store policy through which you obtain the SaaS.
8.8 Privacy Law means any law, regulation or
common law which governs the use of information that is about,
identifies or can be used to identify, any identifiable
individual, or which is generally understood in the relevant
jurisdiction to protect an individual's privacy and/or to govern
the collection, use, disclosure or transmission of Personal
Information or data.
8.9 Taxes includes goods and services taxes,
sales taxes, duties, withholding taxes, levies, imposts, charges
or duties levied by any federal, state or local government which
arise out of or in connection with the SaaS, SaaS or this
Agreement, and any interest, penalties or liabilities incurred on
such amounts, but excludes taxes based on Our net income.
8.10 Variation means any addition, deletion or
substitution to any part of this Agreement that is made in
accordance with this Agreement.
8.11 Website means Our website, currently at
www.ethoshealth.com.au.
