MyEms Individual Subscription
End User License Agreement (EULA)
Parties
This End User Licence Agreement ("Agreement") is entered into between EMA Consulting Pty Ltd, ABN 17 078 829 517, with its registered office at Level 1, 89 Pirie Street Adelaide, South Australia 5000 ("Licensor"), and the entity accepting this Agreement ("Licensee").
1. Scope
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1.1 “Service” means the software as a service application provided by the Licensor, including all updates, enhancements, and accompanying documentation.
1.2 "User Data" means any data, content, or information inputted or uploaded by the Licensee into the Service and is not General Data.
1.3 “Access Credentials” means the unique login identifiers provided to the Licensee for accessing the Service.
1.4 “Subscription Fee” indicates the periodic fee due for access to and use of the Service as determined by the Licensor.
2. Grant of license
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2.1 The Licensor grants the Licensee a non-exclusive, non-transferable, revocable licence to access and use the Service, subject to the terms of this Agreement.
2.2 The Licence is granted for the duration of the Licensee's subscription to the Service.
3. Use of Service
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3.1 The Licensee agrees to use the Service solely for its internal business purposes by the nominated user only. The Licensee must not:
a) Copy, modify, or distribute the Service without prior written consent from the Licensor.
b) Reverse-engineer, decompile, or disassemble the Service.
c) Use the Service for any illegal purpose or in violation of any applicable laws.
d) Share Access Credentials with any third party, or user other than the nominated user (other user), or allow third parties or other users to use the Service via the Licensee's nominated user account.
4. User Data
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4.1 The Licensee retains all rights, title, and interest in the User Data.
4.2 The Licensor will not access User Data except as necessary to provide the Service, perform maintenance, or comply with legal obligations.
4.3 The Licensee is solely responsible for ensuring that User Data does not infringe the rights of any third party.
4.4 Upon termination of this Agreement, and payment of any outstanding fees as required by this Agreement, the Licensor will make available to the Licensee provision to download all of the Licensees User Data in a useable format for the Licensee.
4.5 User Data does not include any General Data. General Data is data that allows the Licensor to compile benchmarking and industry reporting for subscribers on issue types, outcomes, closure timeframes and other data of a general nature. General Data does not include data that:
a. is able to identify the Licensee; or
b. is able to identify any individual or entity; or
c. that is subject to the Australian Privacy Act 1988 (Cth).
5. Subscription Fees and Payment
5.1 The Licensee agrees to pay the Subscription Fee as specified by the Licensor at the time of subscription, which may be amended from time to time.
5.2 Payment terms are as follows:
a) All fees must be paid in AUD.
b) Subscription Fees are charged monthly, with a minimum of 12 monthly payments and must be paid in advance.
c) The Licensor reserves the right to suspend access to the Service if the Subscription Fee is not paid on time.
6. Term and Termination
6.1 This Agreement commences on the effective date of acceptance by the Licensee and continues until terminated by either party as provided herein.
6.2 Either party may terminate this Agreement:
a) For any reason, upon 1 months written notice to the other party.
b) Immediately if the other party materially breaches any term of this Agreement and fails to remedy it within 28 days of receiving written notice.
6.3 Upon termination by the Licensee, where the Licensee has chosen to pay for an annual subscription monthly, the Licensee must pay the remainder of the unpaid annual subscription fee.
6.4 Upon termination, the Licensee shall cease all use of the Service and delete or destroy all copies of related documentation in its possession.
7. Warranty Disclaimer
7.1 The Service is provided "as is" and "as available". The Licensor makes no warranties or representations regarding the Service.
7.2 To the extent permitted by law, the Licensor disclaims all warranties, whether express or implied, including warranties of merchantability or fitness for a particular purpose.
8. Limitation of Liability
8.1 To the maximum extent permitted by law, the Licensor shall not be liable for any indirect, incidental, special, or consequential damages arising from the use of or inability to use the Service.
8.2 The Licensor's total liability under this Agreement shall not exceed the total amount paid by the Licensee for the Service in the 12 months preceding the claim.
9. Confidentiality
9.1 Each party agrees to maintain the confidentiality of any confidential information disclosed by the other party during the term of this Agreement.
9.2 Confidential information does not include information that:
a) is or becomes publicly known through no breach of this Agreement;
b) is received from a third party without a breach of any obligation of confidentiality;
c) is independently developed without use of or reference to the other party's confidential information.
10. Governing Law
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10.1 This Agreement is governed by the laws of South Australia, Australia. The parties consent to the exclusive jurisdiction of the courts of that jurisdiction.
11. Notices
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11.1 Any notices or communications under this Agreement shall be in writing and shall be deemed to have been duly given when sent to the parties at the addresses specified below, or in the case of the Licensee, specified in the initial Licensee subscription details (or such other address as one party may specify in writing to the other) via:
a) Email; or
b) Registered mail or courier
12. Assignment
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12.1 The Licensee may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Licensor.
12.2 The Licensor may assign this Agreement at its discretion.
13. Force Majeure​
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13.1 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities.
14. Amendments
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14.1 The Licensor reserves the right to amend this Agreement from time to time. The Licensee will be notified of any changes through the Service or via email.
14.2 The Licensee’s continued use of the Service following such notification constitutes acceptance of the revised Agreement.
15. Severability
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15.1 If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
16. Waiver
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16.1 The failure of either party to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision.
17. Entire Agreement
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17.1 This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
18. Contact Information
Licensor: EMA Consulting Pty Ltd
Address: Level 1, 89 Pirie Street Adelaide, South Australia 5000
Email: info@emaconsulting.com.au
Phone: 08 8203 1700
Acknowledgement
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By clicking "I Accept" or otherwise accessing or using the Service, the Licensee acknowledges that they have read, understood, and agree to be bound by the terms of this Agreement.