SecureCall End User License Agreement

SecureCall End User License Agreement

End User Licence Agreement

The Software is owned and operated by BroadSource Group Pty Ltd, a Victorian corporation (“BroadSource”), having a principal place of business at Level 13, 664, Collins Street, DOCKLANDS, VICTORIA ("Provider"). This End User Licence Agreement (“EULA”) governs access to and use of the Software by you, the individual using the Software, and any legal entity on whose behalf you are acting. By clicking “I agree” (or a similar button) that is presented to you in relation to this EULA, or by using or accessing the Software, you indicate your assent to be bound by this EULA. We may update this EULA from time to time, and your continued use of the Services constitutes acceptance by you of any updates.

1. DEFINITIONS

In this EULA the following words and phrases shall have the following meanings, unless the context otherwise requires:

(a) “Account” means an account to access and use the Software;

(a) Laws means:

(i) all applicable laws, legislation, ordinances, regulations, by-laws, rules, and other subordinate legislation relevant to the Agreement, the Software, or the Professional Services;

(ii) the Security Standards; and

(iii) all approvals (including any conditions or requirements attaching to an approval) or other requirements of any government, semi-governmental, statutory, administrative, fiscal or judicial body, department, commission, authority, tribunal, ombudsman, or public body.

(b) “Privacy Legislation” means the Privacy Act 1988 (Cth), including Australian Privacy Principles, and the guidance and codes of practice issued by the Office of the Australian Information Commissioner from time to time.

(d) "Service" means the provision of the Software and any services described therein or any other services that we may provide to you from time to time;

(e) “us” means the Provider and ‘we’ or ‘our’ shall be interpreted accordingly;

(f) "you" means the person or entity that accesses the Software and ‘your’ shall be interpreted accordingly.

2. ACCESS

(a) Your use of this Software is by non-exclusive, revocable, non-transferrable or sublicensable licence granted by the Provider strictly in accordance with this EULA.

(b) You acknowledge and agree with the Provider that you will not, as a result of being granted a non-exclusive licence, acquire any rights (including without limitation intellectual property rights) in the Software other than the non-exclusive rights granted in accordance with this EULA.

3. ACCOUNT

(a) In order to use the Software, you will need to create an Account.

(b) You must not permit any third party to access your Account.

(c) You are responsible for the security of your username and password and we will assume that anyone using your Account is authorised to do so by you and you are responsible for their actions.

4. SYSTEM INTEGRITY & USER CONDUCT

You acknowledge and agree that you must not use the Software to:

(a) impersonate or otherwise misrepresent your identity or affiliation with any other person or entity;

(b) input, upload, post, disclose or transmit any material that is defamatory, obscene, indecent, lewd, violent, abusive, insulting, threatening, harassing or misleading or deceptive;

(c) input, upload, post, disclose or transmit any material which is subject to Intellectual Property Rights of the Provider or any third party or breaches any duty of confidence or contractual obligation owed to the Provider or any third party;

(d) input, upload, post, disclose or transmit any material that is unlawful or violates any law;

(e) send junk, obscene, indecent, offensive or threatening electronic mail or electronic mail in contravention of the Spam Act 2003 (Cth) to any person or company;

(f) download and store electronically, reproduce, transmit, display, copy, distribute or use the Software or any materials contained in the Software;

(g) upload any files that contain viruses, Trojan horses, worms, time bombs, corrupted files or any other similar software or programs that may damage the operation of the Software or another’s computer or property of another;

(h) sub-licence, rent, lease, transfer or attempt to assign the rights in the Software or the Software to any other person and any dealing in contravention of this sub-clause shall be ineffective;

(i) falsify or delete any attributions, legends, or other proprietary designations of origin or source of any content of the Software;

(j) conduct, display, or forward surveys, contests, pyramid schemes, or chain letters;

(k) interfere with or disrupt the Software or servers or networks connected to the Software, or disobey any requirements, procedures, policies, or regulations of networks connected to the Software;

(l) attempt to gain unauthorised access to the Software or computer systems or networks connected to the Software through any means;

(m) commit forgery (or attempted forgery), harass any individual, or harm minors in any way;

(n) collect, store, input, upload, post, disclose or transmit personal information or data about others, including, without limitation email addresses;

(o) contravene or breach any applicable state, Commonwealth or international law, convention or regulation, including in relation to the storage, transmission, and handling of personal information and other information under the Privacy Legislation; or

(p) breach any applicable Laws.

(q) You acknowledge and agree that you must not:

(r) commit or permit any act which may interfere with the use of the Software by any other user;

(s) tamper with, hinder the operation of or make unauthorised modifications to the Software or any part thereof;

(t) commit or permit any breach of any applicable Laws;

(u) damage or modify the Software or the Software or any part thereof;

(v) directly or indirectly copy, reproduce or duplicate the Software for any purpose;

(w) directly or indirectly reverse engineer, decompile, decrypt, translate, alter, modify, disassemble or otherwise attempt to discover (or reduce to human-readable form) the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Software or any software, documentation (except to the extent expressly permitted by us or authorised within the Software);

(x) create derivative works based on the Software (except to the extent expressly permitted by us or authorised within the Software);

(y) remove any proprietary markings or notices of any proprietary rights set forth in the Software;

(z) use the Software for rental, timesharing, subscription, hosting or outsourcing purposes; or

(aa) publish any results of benchmark tests run on the Software or any component thereof, provided that you shall not be restricted in your ability to publish or grant rights to publish any results of benchmark tests run on Software-based services that it resells and that are branded as end user services and that are not identified as Software-based services.

5. INTELLECTUAL PROPERTY RIGHTS

(a) The Software are protected by intellectual property rights. You acknowledge that the Provider is the owner of these rights.

(b) You acknowledge and agree that no right, title or interest in any of the intellectual property rights in the Software is transferred or granted to you, other than the rights granted expressly by this EULA.

(c) Any data inputted into the Software by you is deemed to be the property of our Client who pays fees to us in order for you to be permitted to access the Software.

6. WARRANTIES

(a) You warrant to us that at the time of entering the Software, you were not relying on any representation made by us in respect of the Software.

(b) Except as expressly provided to the contrary, and to the extent permitted by law, we make no representations or warranties of any kind, express or implied as to the operation of your access to or the results of your access to the Software (including any related or linked websites) or the correctness, accuracy, timeliness, or completeness or reliability of the information, content, materials or Services included on the Software.

7. INDEMNITY

You agree to pay to the Provider, on demand, on a full indemnity basis, all amounts that the Provider may, at its absolute discretion, expend or incur (including legal costs on a solicitor and own client basis, and any debt collection agency costs/commissions) as a result of you defaulting or otherwise breaching any of the terms in this EULA.

8. DISCLAIMER AND LIMITATION OF LIABILITY

(a) Unless you are our Client, we have no obligations to you, and you have no rights against us. This EULA imposes obligations on you which are enforceable by us, however, do not provide you with any rights or ability to claim against us.

(b) To the extent permitted by law, the Software are provided by the Provider on an "as is" basis without any express or implied warranty of any kind.

(c) The World Wide Web exists across open public networks that are neither secure nor private. Accordingly, you acknowledge and accept the risk that any communication to or from the Software may be intercepted, used or modified by third parties.

(d) We will use your data in accordance with our Privacy Policy in place from time to time and you acknowledge that we may be required under law to provide your data to government organisations.

9. OPEN SOURCE

(a) The Software contains open source software that is subject to the licence agreement identified with such open source software. Your use of such open source software is subject to such licence agreements. You are solely responsible for ensuring you are familiar with such terms.

10. PRIVACY

(a) In respect of any “personal information” (as that phrase is defined in the Privacy Legislation) (“Personal Information”) that is provided to us in connection with the Software, you must comply with:

(i) the Privacy Legislation, and Personal Information including sensitive or health information must be dealt with in accordance with the Privacy Legislation (as it applies to that party); and

(ii) the applicable policies and guidelines of the Provider as made known from time to time.

(b) You warrant and represent that all Personal Information that you provide to the Provider complies with this clause at all times.

11. BREACH AND TERMINATION

The Provider reserves the right to deny you access to, or use of, all or part of the Software including your data, without prior notice, if you engage in any conduct that the Provider believes, in its sole discretion, is inconsistent with this EULA.

12. GENERAL

(a) The law of Victoria, Australia governs this EULA. You hereby consent and submit to the non-exclusive jurisdiction and venue of the Courts of the State of Victoria, Australia and the Commonwealth of Australia for any cause of action relating to or arising under this EULA.

(b) The Provider operates the Software in Australia. Information contained on the Software may not be appropriate or available for use in other locations. If you access the Software from other locations, you do so at your own initiative, and you are solely responsible for compliance with local laws.

(c) Where possible, the obligations of the parties under this EULA will indefinitely survive the finalisation or discontinuance of this EULA.

(d) The rights and remedies of a party to this EULA are in addition to the rights or remedies conferred on the party at law or in equity.