The use of the software as a service application known as feedAustralia ("Software") which is owned or licensed to you by feedAustralia (ABN: 21 608 966 883) ("feedAustralia") is governed by the licence terms and conditions set out below ("this Agreement"). Without limiting the ways in which you may be bound by this Agreement, by clicking "I accept the terms of this Licence Agreement" (or similar wording) or using a similar mechanism indicating your acceptance, by signing a document in which you expressly agree to be bound by this Agreement, or by otherwise installing or using the Software, you, the user of the Software (“you”) will be deemed to have accepted and will be bound by the terms and conditions of this Agreement.The use of the software as a service application known as feedAustralia ("Software") which is owned or licensed to you by feedAustralia (ABN: 21 608 966 883) ("feedAustralia") is governed by the licence terms and conditions set out below ("this Agreement"). Without limiting the ways in which you may be bound by this Agreement, by clicking "I accept the terms of this Licence Agreement" (or similar wording) or using a similar mechanism indicating your acceptance, by signing a document in which you expressly agree to be bound by this Agreement, or by otherwise installing or using the Software, you, the user of the Software (“you”) will be deemed to have accepted and will be bound by the terms and conditions of this Agreement.
1. Licence Conditions
2. Term and Termination of the Licence
3. Your Account
3.1 You will be required to open an Account with feedAustralia in order to use the Software. Your Account must be activated using the relevant functionality contained in the Software. feedAustralia may also refuse to provide you with any other goods and services which it normally provides ("Services") unless you have opened an Account with feedAustralia.
3.2 You undertake to feedAustralia that the information which you provide to feedAustralia in the creation of your Account is true and correct in every detail. feedAustralia requires accurate information in order for feedAustralia to properly provide the Software and its Services to you.
3.3 You acknowledge that feedAustralia may from time to time, place restrictions on certain persons who may be eligible to create an Account with feedAustralia and use the Software and Services. These restrictions may include, without limitation, restricting persons under the age of 18, or persons located outside Australia from opening an Account and using the Software and Services.
3.4 You agree in your use of the Software, the Services and your Account that you will not:
3.5 Only you may use your Account to access and use the Software. No other person may use your Account. If another person wishes to access and use the Software, then they will need to separately contact feedAustralia to obtain their own Account.
4. Your Data
4.1 By using the Software, you acknowledge that you may be required to upload certain personal information and other information about you, your family or other persons known to you ("Your Data"). Your Data which is stored by the Software may also include information about you, your family or other persons known to you, which is provided to feedAustralia by third parties, including government agencies and service providers.
4.2 By using the Software, and by entering into this Agreement, you agree to:
4.3 Apart from where specified by feedAustralia in its Privacy Policy, or other than as required by law, you acknowledge that feedAustralia is under no obligation to you in respect of the storage or use of Your Data.
4.4 Upon the suspension or termination of this Agreement, you acknowledge that feedAustralia may in its sole and absolute discretion either provide Your Data to you, delete Your Data, or retain Your Data for lawful purposes.
5. Fees and Charges
feedAustralia may in its discretion elect to impose certain fees and charges for your use of the Software and its Services. Such fees and charges will be advised to you at the time that you first create your Account, or if they are imposed or modified after the creation of your Account, then feedAustralia will advise you of its fees and charges at that time or at the time that you make your next fee payment. You agree to pay such fees and charges, in accordance with feedAustralia’s payment terms advised to you from time to time, if you continue to use the Software, feedAustralia’s Services, or access your Account after the fees and charges are first advised to you by feedAustralia. feedAustralia may suspend or terminate or your Account and/or your use of the Software and/or feedAustralia’s Services if you do not pay such fees and charges by their due date.
6. End User Support
feedAustralia is under no obligation to you to provide you with software support in relation to your use of the Software or your Account. However if feedAustralia elects to provide software support, then it will do so as part of the Services and in accordance with information and processes described on any support section of Your Account or its website.
7. Limitation and Implied Terms
7.1 You acknowledge that feedAustralia has made no warranties that the Software is error free or will operate on your computer system or device, or that the Software will have any particular level of availability for you to access and use the Software.
7.2 You acknowledge that feedAustralia has not made and will not make any express or implied warranties in relation to the Software, the Services, or any other goods or services provided by feedAustralia under this Agreement, other than those warranties expressly contained in this Agreement. Subject to clauses 7.5 or 7.6, any term that would be implied into this Agreement, including without limitation any condition or warranty, is hereby excluded.
7.3 Subject to clauses 7.5 or 7.6, you agree that feedAustralia will not be liable in respect of any claim by you (whether contractual, tortious, statutory or otherwise) for any direct, special, incidental, indirect or consequential damages or injury including, but not limited to, any loss of profits, contracts, revenue or data arising out of or in connection with the provision of the Software, the Services or the provision of any other goods or services under this Agreement and whether as a result of any breach or default, by feedAustralia.
7.4 The maximum liability of feedAustralia under this Agreement for any and all breaches of this Agreement, and for any negligence in relation to this Agreement, will not exceed the lesser of:
7.5 If the Competition and Consumer Act 2010 (Cth) (or analogous legislation) applies to this Agreement and permits the limitation of liability for breach of warranty implied by statute, the liability of feedAustralia is limited, at the option of feedAustralia, to:
7.6 Any of the terms and conditions of this Agreement which limit or exclude any term, condition or warranty, express or implied, or the liability of feedAustralia will apply to the extent permitted by law and will not be construed as excluding, qualifying or limiting your statutory rights or remedies arising by virtue of the breach of any implied term of this Agreement where such exclusion, qualification or limitation would be prohibited by legislation.
7.7 You indemnify feedAustralia, its agents, officers and employees against any loss, cost, expense or damage (including legal costs on a full indemnity basis) which are suffered or incurred by feedAustralia, its agents, officers or employees as a direct or indirect result of:
7.8 If you are a consumer (as defined in the Competition and Consumer Act 2010 (Cth)), then nothing in this Agreement restricts, limits or modifies your rights or remedies against feedAustralia for the failure of a statutory guarantee under the Australian Consumer Law where such restriction, limitation or modification would be prohibited by the Competition and Consumer Act 2010 (Cth)). Below is a notice in relation to your rights under the Australian Consumer Law which will apply to the extent that the supply of the Software or Services constitutes a supply of goods:
Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
For more information about your rights please go to www.accc.gov.au.
8. Intellectual Property and Disassembly
8.1 feedAustralia at all times retains ownership of the Software and all rights in all present, future, registered or unregistered copyright, moral rights, trade secrets, inventions (including patents), trademarks, designs, circuit layouts (whether or not registered or registrable), ("Intellectual Property Rights") which subsist in the Software and any related designs, training materials, support materials, correspondence, forums or other content provided by feedAustralia. Apart from the Licence granted herein, all such rights are reserved by feedAustralia.
8.2 Subject to your rights arising under the Copyright Act 1968 (Cth), you will not modify, disassemble or reverse engineer the Software in any way without receiving written permission from feedAustralia to do so.
8.3 You retain ownership of the Intellectual Property Rights which subsist in Your Data. However you hereby grant feedAustralia a perpetual, irrevocable, worldwide licence to use, reproduce and modify Your Data:
(a) as required for feedAustralia to provide the goods and services described in this Agreement to you;
(b) as otherwise permitted by law or by feedAustralia’s Privacy Policy;
(c) where required for the Software to operate properly;
(d) to allow you to access the functionality of the Software; or
(e) for the continued development and enhancement of the Software.
9. Export Laws
9.1 feedAustralia, its employees and its agents may be subject to export control laws of Australia, the United States or other jurisdictions that prohibit or restrict transactions with certain parties, and the type and level of technologies and services that may be exported ("Export Laws"). You agree to comply fully with all such laws and regulations of Australia, the United States and other countries to ensure that neither the Software, nor any direct products thereof are exported, directly or indirectly, in violation of Export Laws, or are used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.
9.2 The Software nor underlying information or technology may be downloaded or otherwise exported or re-exported into (or to a national or resident of) Cuba, North Korea, Iran, Sudan, Syria or any other country to which Australia or the United States has embargoed goods; or to anyone on the U.S. Treasury Department's List of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List, Nonproliferation Sanctions or General Orders, or similar lists or orders in Australia or other jurisdictions. By using the Software, you are agreeing to the foregoing and are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list, and that acknowledge that you are responsible to obtain any necessary Australian or United States government authorisation to ensure compliance with such laws.
10. Compliance with Third Party Licences
10.1 The Software incorporates components licensed to feedAustralia by third parties, which may be subject to their own End User Licence Agreements ("Third Party Licences").
10.2 You agree that the use of the Software, in addition to this Agreement, will be governed by any terms and conditions specified by any Third Party Licence that applies to the Software, including but not limited to those appended to this Agreement (if any).
10.3 You agree to be bound by and observe all terms and conditions of any Third Party Licence which are disclosed to you and acknowledge that any breach of a Third Party Licence will entitle feedAustralia to terminate the Licence and this Agreement.
11. Amending this Agreement
11.1 feedAustralia may amend any of the terms of this Agreement by providing written notice to you of such amendments and/or displaying such amendments or an amended copy of this Agreement to you during your use or access of the Software. Without limiting the methods by which you may accept such amended terms, you acknowledge and agree that your ongoing use of the Software after being made aware of, or being provided with a copy of, any amended terms to this Agreement, will constitute your acceptance of such amended terms.
11.2 If you do not agree to any amendments made by feedAustralia to the terms of this Agreement, then you must cease any further use of the Software. In such circumstances, you may also contact feedAustralia to determine if you are eligible for a refund or partial refund of any fees and charges paid (if any) to feedAustralia in respect of the use of the Software (subject to any conditions which feedAustralia may place in respect of paying such a refund).
12. Miscellaneous
12.1 In the interpretation of this Agreement, unless the contrary intention appears:
(a) a reference to this Agreement means a reference to an agreement between feedAustralia and you on the terms and conditions of this document and includes an amendment or supplement to, or replacement or novation of this Agreement;
(b) a reference to a person includes a reference to a corporation, firm, association or other entity, and vice versa;
(c) the singular includes the plural and vice versa;
(d) a reference to any gender includes a reference to all other genders;
(e) a reference to any legislation or to any provision of any legislation includes a reference to any modification or re-enactment of or any provisions substituted for such legislation or provisions;
(f) an agreement, representation or warranty made by two or more persons is made by them jointly and by each of them severally;
(g) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning; and
(h) headings are inserted for convenience only and do not affect the interpretation of this Agreement.
12.2 This Agreement supersedes all prior representations, arrangements, understandings and agreements between the parties relating to the subject matter of this Agreement and sets forth the entire and exclusive agreement and understanding between the parties relating to the subject matter of this Agreement.
12.3 A provision of or a right created under this Agreement may not be waived except in writing signed by the party or parties to be bound by the waiver. No single or partial exercise by any party of any right, power or remedy under this Agreement will preclude any other or further exercise of that or any other right, power or remedy. The rights, powers or remedies provided in this Agreement are cumulative with and not exclusive of any rights, powers or remedies provided independently of this Agreement.
12.4 If any provision of this Agreement is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of this Agreement to the intent that the invalid or unenforceable provision will be treated as severed from this Agreement.
12.5 feedAustralia may assign, novate or otherwise transfer its rights and obligations that arise under this Agreement. You may not assign your rights or obligations that arise under this Agreement without the prior written consent of feedAustralia (which may be withheld).
12.6 Each provision of this Agreement capable of having effect after termination and each representation and warranty made in this Agreement will survive the execution, delivery and termination of this Agreement and the performance of all obligations under this Agreement and will not merge on termination.
12.7 The parties acknowledge and agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or part of it.
12.8 This Agreement is governed by, and must be construed in accordance with, the laws of the State of Victoria Australia and the parties irrevocably submit to the exclusive jurisdiction of the courts of the State of Victoria, Australia.