End User Licence Agreement
Devicie Device Pty Ltd ABN 84 638 067 188, being the developer and owner of the Solution.
End User You, or any person to whom the Head Licence Holder provides access to the Solution and this EULA.
EULA End User Licence Agreement
Head Licence Holder Any organisation which Device has entered into an agreement with to be provided the Solution.
Intellectual Property Rights All copyright, trade mark, design, patent, moral rights, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this EULA both in Australia and throughout the world.
Solution The automated end-user device security and management solution developed by Devicie as described in the agreement between Devicie and the Head Licence Holder.
1 Applicability and deemed acceptance
(a) This EULA applies to any End Users of the Solution. You agree to, and will be deemed to have accepted, this EULA when you access the Solution.
(b) By accessing the Solution, you irrevocably consent to the terms of this EULA and represent and warrant that you will comply with the scope and restrictions of the End User Licence (as defined in clause 2.1(a)) to the Solution provided under this EULA. If you do not accept this EULA, you must not access, use or otherwise view the Solution.
(c) This EULA commences on the date you are granted access to the Solution by the Head Licence Holder and will continue until your access to the Solution is terminated by the Head Licence Holder or Device.
2 Use of Solution
2.1 Grant of Licence
(a) You are granted a revocable, worldwide, royalty-free licence to use the Solution for the purpose of managing and securing electronic devices in the course of your employment or engagement with the Head Licence Holder (Purpose).
(b) You must only use the Solution:
(i) in accordance with the limitations of the Purpose;
(ii) in a manner that is consistent and compliant with clause 2.2; and
(iii) in compliance with any other restrictions as determined by the Head Licence Holder and/or Device from time to time.
2.2 Restriction of Licence
Except in accordance with clause 2.1(b), you must not, without prior written approval from the Head Licence Holder or Device in their absolute discretion:
(a) Share your account information, including log in details or passwords, with any other person and that any use of an account by any person who is not the account holder is strictly prohibited;
(b) use the Solution for any purpose other than for the Purpose, including not using the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
(c) use the Solution in a way which infringes the Intellectual Property Rights of Devicie or any third party;
(d) make copies of the Solution;
(e) adapt, modify or tamper in any way with the Solution;
(f) remove or alter any copyright, trade mark or other notice on or forming part of the Solution;
(g) create derivative works from or translate the Solution;
(h) publish or otherwise communicate the Solution to the public, including by making it available online or sharing it with third parties;
(i) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Solution to any third party;
(j) decompile or reverse engineer the Solution or any part of it, or otherwise attempt to derive its source code;
(k) attempt to circumvent any technological protection mechanism or other security feature of the Solution; or
(l) breach any applicable laws or regulations (including any applicable privacy laws) in using the Solution.
2.3 Limitations of Solution
Device does not guarantee, and make no warranties, to the extent permitted by law, that:
(a) the Solution will be free from errors or defects;
(b) the Solution will be accessible or available at all times; or
(c) any information provided through the Solution is accurate or true.
(a) Device does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Solution.
(b) You must take your own precautions to ensure that the process which you employ for accessing the Solution does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
(c) To the maximum extent permitted by applicable law, Device limits all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Solution to $100 (AUD) in aggregate. This includes the transmission of any computer virus.
(d) You indemnify Device and its employees, agents and contractors (Personnel) in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with, your use of the Solution or breach of this EULA (or both, as the case may be).
(e) You acknowledge and agree that Device will have no liability for any act or omission by you which results in or contributes to damage, loss or expense suffered by you or another user in connection with the use of the Solution and indemnify Device for any such damage, loss or expense.
(f) All express or implied representations and warranties given by Device or its Personnel are, to the maximum extent permitted by applicable law, excluded. Where any law implies a condition, warranty or guarantee into this EULA which may not lawfully be excluded, then to the maximum extent permitted by applicable law, Device (and its Personnel’s) liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:
(i) in the case of goods, their replacement or the supply of equivalent goods or their repair; and
(ii) in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.
(g) To the maximum extent permitted under applicable law, including the Competition and Consumer Act 2010 (Cth), under no circumstances will Device or its Personnel be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Solution, this EULA or their subject matter.
4.1 Automatic Termination
This EULA will be automatically terminated, and your license to the Solution will be immediately revoked, if the agreement between Device and the Head Licence Holder for the Solution expires, is terminated or otherwise comes to an end.
4.2 Termination by Devicie or Head Licence Holder
Device or the Head Licence Holder (or both) may terminate this EULA immediately by notice to you if:
(a) you are in breach of any term of this EULA; or
(b) you commit, or Device or the Head Licence Holder reasonably suspects that you may commit, any breach of this EULA.
4.3 Effect of expiry or termination
(a) In the event of expiry or termination of this EULA, you must:
(i) immediately cease using the Solution; and
(ii) remove the Solution from all materials in your care, custody or control that feature the Solution, and, if the Solution cannot be removed, then at Device’s option, return or destroy all such material.
(b) Termination of this EULA will not affect any rights accruing to any party to the date of termination nor any obligation performed to the date of termination or any obligation which expressly or impliedly survives termination of this EULA.
4.4 Your Data on Termination
You are solely responsible for removing any information you store in the Solution prior to termination of this EULA. Device will not be liable to you for any loss of your or any other user’s data or information upon termination of this EULA.
5.1 Governing Law and Jurisdiction
This EULA is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this EULA. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
No party to this EULA may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
5.3 Further acts and documents
Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this EULA.
You cannot assign, novate or otherwise transfer your rights or obligations under this EULA without Device’s prior consent.
5.5 Entire Agreement
This EULA embodies the entire agreement between the parties and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this EULA.