Please read this EULA carefully, as it sets out the terms and conditions (‘Terms’) upon which we license our Software for use.
This EULA is between you, as end-user Licensee and Trotjot for the licensing of this App. No other EULA applies in respect of this App. In the event of any conflict of any licensing terms, the terms of this EULA prevail.
If you do not agree to this EULA, you must not use the Software for any purpose whatsoever.
1. DEFINITIONS AND INTERPRETATION
1.1 In this EULA:
“App” means Trotjot
“Computer” means a desktop, notebook, netbook, mobile phone or similar computer owned by and in the control of the Licensee;
“Effective Date” means the date when the Licensee agrees to the terms and conditions of this EULA;
“EULA” means this end user license agreement, and any amendments from time to time;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Intellectual Property Rights” means all intellectual property rights worldwide, whether registered or unregistered, including any application or right of application for such rights;
“Licensee” means the licensee of the Software under this EULA;
“Licensor” means Trotjot Pty Ltd;
“Software” means Trotjot App software including following the application of any Upgrade; and
“Upgrade” an upgrade, update, enhancement, improvement or patch to the Software supplied by the Licensor.
2.1 The Licensee is granted a non-exclusive, personal, non-transferable license to use the App on a mobile device for the Licensee’s own business, internal business and/or own private and non-commercial purposes and in accordance with the provisions of this Clause 2.
2.2 Subject to the payment by the Licensee of the relevant charges and fees in respect of the Software license, and the Licensee’s compliance with Clause 2.3 and the other provisions of this EULA, the Licensor grants to the Licensee a non-exclusive non-transferable license to:
(a) download the Software;
(b) install the Software on a mobile device provided that only the single authorised license holder will operate the products. A single license does not permit the licensee to install the product on a network or a shared drive for use by more than one user; and
(c) use the Software anywhere in the world;
2.3 The Licensee must not:
(a) copy or reproduce the Software or any part of the Software other than in accordance with the license granted in these Terms;
(b) sell, resell, rent, lease, loan, supply, distribute, redistribute, publish or re-publish the Software or any part of the Software;
(c) modify, alter, adapt, translate or edit, or create derivative works of the Software or any part of the Software;
(d) reverse engineer, decompile, disassemble the Software or any part of the Software;
(e) circumvent or remove or attempt to circumvent or remove the technological measures applied to the Software for the purposes of preventing unauthorised use,
provided that nothing in this clause will prohibit or restrict the Licensee or any other person from doing any act expressly permitted by applicable law.
2.4 All Intellectual Property Rights in the Software are and will remain, as between the parties, the property of the Licensor. In the event of any dispute of Intellectual Property Rights, the Licensor retains and have full rights solely for any investigation, defense, settlement and discharge of any such claim by any third party.
2.5 The Licensee must not permit any other person to use the Software or to exercise any of the other rights granted by the Licensor to the Licensee in this EULA.
3.1 The Licensor is solely responsible for providing support and maintenance for the App subject to the following:
(a) The Licensee must promptly apply any Software Upgrade released by the Licensor and made available by the Licensor to the Licensee from time to time;
(b) The Licensor will have no obligation to provide support for the Software under this clause or repair or replace the Software in relation to any version of the Software that does not incorporate the most recent upgrade to the Software; and
(c) The Licensor will provide to the Licensee email support during the period of the license for the purpose of resolving issues with the Software raised by the Licensee acting reasonably.
3.2 The Licensee acknowledges that:
(a) the Licensor’s obligation under the clause is subject to such limits (as to time spent in relation to an issue and in relation to the Licensee in aggregate) as the Licensor may determine from time to time;
(b) the Licensor’s sole obligation under the clause is to make reasonable endeavours to resolve issues raised by the Licensee;
(c) the Licensor does not warrant or represent that issues raised will be solved by means of the support services; and
(d) the Licensor will not provide any on-site support under this EULA.
3.3 The Licensor may subcontract any of its obligations under this clause to any third party.
4. LIMITED WARRANTIES
4.1 The Licensee represents and warrants:
(a) that it has the legal right and authority to enter into and perform its obligations under this EULA; and
(b) it is not located in a country that is subject to United States (‘US’) Government embargo, or is designated by the US Government as a ‘terrorist supporting’ country; and it is not listed on any US Government list of prohibited or restricted parties.
4.2 The Licensor warrants:
(a) that the use of the Software by the Licensee in accordance with the terms of this EULA will not infringe the Intellectual Property Rights of any third party; and
(b) the Licensor will at all times abide by the Australian Consumer law requirements in relation to the App including but not limited to the re-supply or refund of any goods or services in accordance with Schedule 2 of the Competition and Consumer Act 2010 (Cth).
4.3 The Licensor does not warrant:
(a) that the App or services provided through the App will be uninterrupted or error-free. There may be periods where, for technical or operational reasons the App and services may be inaccessible or that we may have to cancel the service as a result of the technical or operational issues; and
(b) that the App and services will be free from loss, viruses, corruption, hacking, security breaches or other such events which may constitute a Force Majeure Event for which we disclaim any liability for any such issue or event. You are solely responsible for backing up your systems, information and software.
4.4 The Licensee acknowledges that:
(a) the Software may not be error-free and that non-material errors in the software will not constitute a breach of this EULA; and
(b) the Software has not been developed to meet the specific requirements of the Licensee, and accordingly the Licensee will be responsible for ensuring that the Software is suitable to meet the Licensee’s requirements.
4.5 All of the parties’ liabilities and obligations in respect of the subject matter of this EULA are expressly set out herein. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of this EULA will be implied into this EULA or any related contract.
5. LIMITATIONS AND EXCLUSIONS OF LIABILITY
5.1 Nothing in the EULA will:
(a) limit or exclude the liability of a party for death or personal injury resulting from gross negligence;
(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
(c) limit any liability of a party in any way that is not permitted under applicable law; or
(d) exclude any liability of a party that may not be excluded under applicable law; and
(e) any statutory rights which you have, which cannot be excluded or limited under Australian Consumer Law, will not be affected by the EULA.
5.2 The limitations and exclusions of liability set out in this Clause 5:
(a) are subject to the above Clause 5.1; and
(b) govern all liabilities arising under the EULA or in relation to the subject matter of the EULA, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.
5.3 The Licensor will not be liable to the Licensee in respect of any business or personal losses, such as loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities, goodwill, Force Majeure Event, death or personal injury.
5.4 The Licensor will at no time be liable to the Licensee in respect of any special, indirect, or consequential loss or damage including but not limited to any loss or corruption of any data, database or software.
In any case, the Licensor’s aggregate liability to the Licensee will not exceed the purchase price of the App.
You agree to indemnify and hold us, each of our affiliates, successors, directors, employees, agents, representatives, suppliers and service providers harmless from and against any and all losses, expenses, damages, costs and expenses (including all reasonable legal fees), resulting from your use of the App and/or any violation of these Terms. You agree to assume and take over control of any demand, claim or action arising hereunder or connection with the App in the event of any action resulting directly or indirectly from your use of the App or our Services or any breach of the Terms.
The license granted under this EULA is effective until terminated either by you or the Licensor. Your rights under this license will terminate automatically without notice from the Licensor if you fail to comply with any terms of this license. Upon termination of the license, you will cease all use of the App and destroy all copies of the App.
8.1 No breach of any provision of this EULA will be waived except with the express written consent of the party not in breach.
8.2 If a clause of this EULA is determined by any court or other competent authority to be unlawful and/or unenforceable, the other clauses of this EULA will continue in effect. If any unlawful and/or unenforceable clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant clause will be deemed to be deleted).
8.3 The Licensor may freely assign this EULA and/or its rights and/or obligations under this EULA without the Licensee’s consent. Except as expressly provided in this EULA, the Licensee must not assign, transfer, charge, license or otherwise dispose of or deal in this EULA and/or any its rights and/or obligations under this EULA.
8.4 This EULA constitutes the entire agreement and understanding of the parties in relation to the subject matter of this EULA, and supersedes all previous agreements, arrangements and understandings between the parties relating to the subject matter of this EULA. Subject to Clause 4, each party acknowledges that no representations or promises not expressly contained in this EULA have been made by or on behalf of the other party.
8.5 This EULA will be governed by and construed in accordance with the laws of the state of NSW, Australia; and the courts the state of NSW of Australia will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this EULA.