SIMPEL TERMS & CONDITIONS
LICENSED APPLICATION END USER LICENSE AGREEMENT (“AGREEMENT”)
You (the individual or entity accepting this Agreement) agree to access and use the Licensed Application on the terms of this Agreement between You and Project Simpel Pty Ltd (“SIMPEL”). Access to or use of the Licensed Application signifies your acceptance of the following terms and conditions:
If You are accepting these terms on behalf of a business entity, you hereby represent that you have the authority to do so. If You do not agree to these terms and conditions, do not access or use the Licensed Application.
IT IS AGREED AND ACCEPTED BY YOU THAT:
- Access to and use of Project SIMPEL ("Product") transacted through the Services, as defined below, is licensed, not sold, to You for use only under the terms of this Agreement. SIMPEL reserves all rights not expressly granted to You. The digital device software application for access to and use of the Product is referred to in this Agreement as the “Licensed Application”.
- Scope of License: This license granted to You for the Licensed Application by SIMPEL is limited to a non- transferable license to use the Licensed Application on digital devices for the specific purposes of an online management tool. You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application. You may not copy (except as expressly permitted by this license), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Application). Any attempt to do so is a violation of the rights of SIMPEL and its licensors. The terms of the license will govern any upgrades provided by SIMPEL that replace and/or supplement the original Product or Licensed Application, unless such upgrade is accompanied by a separate license in which case the terms of that license will apply.
- Consent to Use of Data: You agree that SIMPEL may collect and use technical data and related information, including but not limited to technical information about Your system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to You (if any) related to the Product or Licensed Application. SIMPEL may use this information, unless identified as specifically confidential by You, to improve its products or to provide services or technologies to You.
- SIMPEL Services: The Licensed Application may enable access to SIMPEL’s and third party products, services and web sites (collectively and individually, "Services"). Use of the Services will require Internet access, and that You accept additional terms of service including additional charges for data access or downloads as may be required by SIMPEL, Your carrier or other third party providers. You acknowledge and agree that You are solely responsible for all fees and charges applicable to all emailing, messaging, roaming connections and telephonic transactions made or received by You using the Services accessed via the Licensed Application.
- Intellectual Property & Copyright: You agree that the Product and Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Product and Services. No portion of the Product or Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Product or Services, in any manner, and You shall not exploit the Product or Services in any unauthorised way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Product or Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that SIMPEL is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using any of the Product or Services.
- Content Waiver: You understand that by using any of the Services, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, You agree to use the Services at Your sole risk and SIMPEL shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable to the extent that SIMPEL is not responsible for such materials and to the extent of exclusion of liability permitted by law. SIMPEL is not liable to You for the accuracy or completeness of any content available through the Services.
- Third Party Material: Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, You acknowledge and agree that SIMPEL is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. SIMPEL does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties to the maximum extent permitted by law. Third Party Materials and links to other web sites are provided solely as a convenience to You.
- If you upload, post or publish any material to the Services, You agree and acknowledge that (i) You own or have license to use the material; (ii) You agree that SIMPEL may use such material in order to provide You with and make improvements to the Services; (iii) You acknowledge that the material will not infringe a third party’s intellectual property right and in the event of such claim You agree to hold SIMPEL harmless against such claim on a full indemnity basis; and (iv) You will only use the features of the Services and upload any materials at your own risk. Furthermore, You will not hold SIMPEL liable in anyway whatsoever for the maintenance, protection or security of any material that you post to the Services.
- Services and Third Party Materials that may be accessed from, displayed on or linked to from any device are not available in all languages or in all countries. SIMPEL makes no representation that such Services and Third Party Materials are appropriate or available for use in any particular location. To the extent You choose to access such Services or Third Party Materials, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. SIMPEL, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice where the terms of this agreement are breached. In no event will SIMPEL be liable for the removal of or disabling of access to any such Services. SIMPEL may also impose limits on the use of or access to certain Services, in any case and without notice or liability. SIMPEL is not liable for providing Services consistent with the professional conduct standards in your jurisdiction. You agree that if you are an attorney, you are solely responsible for compliance with applicable rules of professional responsibility and ethical obligations to your clients and potential clients arising from your use of the Product or Services in connection with their respective matters.
- If you are a “consumer” for the purposes of the Australian Consumer Law, certain guarantees may be conferred on you and certain rights and remedies may be conferred on you which cannot be excluded, restricted or modified. If so, then to the maximum extent permitted by law, our liability to you is limited at our option to: (a) in the case of goods, replacement or repair of the goods or payment of the cost of replacing or repairing the goods; and (b) in the case of services, resupply of the services or payment of the cost of re-supplying the services.
- Subject to Clause 9, and to the maximum extent permitted by law, you expressly acknowledge and agree that: (a) use of the Licensed Application is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you; (b) the Licensed Application and any Services performed or provided by the Licensed Application are provided "as is" and “as available”, with all faults and without warranty of any kind. Unless expressly stated to the contrary in this Agreement, SIMPEL hereby disclaims all representations, warranties and conditions with respect to the Licensed Application and any Services, whether express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment. SIMPEL does not warrant against interference with your enjoyment of the Licensed Application, that the functions contained in, or services performed or provided by, the Licensed Application will meet your requirements, that the operation of the Licensed Application or Services will be uninterrupted or error-free, or that defects in the Licensed Application or Services will be corrected. To the maximum extent permitted by law, no oral or written information or advice given by SIMPEL or its authorised representative shall create a warranty.
- In no event shall SIMPEL be liable for any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to your use or inability to use the Licensed Application, however caused, regardless of the theory of liability (contract, tort or otherwise) and even if SIMPEL has been advised of the possibility of such damages. Nothing in this agreement is intended to limit liability for death, personal injury or fraud. Subject to clause 9 and to the maximum extent permitted by law, the aggregate liability of SIMPEL whether for breach of this agreement or in tort (including negligence) or for any other common law or statutory cause of action shall not exceed the amount of five hundred dollars (AUD$500.00).
- You may not use or otherwise export or re-export the Licensed Application except as authorised by the laws of the jurisdiction in which the Licensed Application was obtained.
- Termination: The license is effective until terminated by You or SIMPEL. Your rights under this Agreement will terminate automatically without notice from SIMPEL if You fail to comply with any term(s) of this Agreement. Upon termination of the license, You shall cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application.
- The laws of the Australian Capital Territory (ACT) govern this Agreement and your use of the Licensed Application. The Courts of ACT shall have sole jurisdiction.
- Under no circumstances may you redistribute the Product or Third Party Materials commercially or post any of the Products or Third Party Materials on an intranet, internet, cloud or other platform or site whatsoever. Any transfer of the Materials shall be to an individual person only and will subject the transferee to these terms and conditions.