Frasil – End User Licence Agreement

12 November 2019

This end user licence agreement (EULA) governs your use of the Software (as defined at clause 1 below).  By downloading and using the Software, you (the End User) accept and agree to the terms of this EULA.

If you are under 18 years of age or if you need special assistance, you will need to ask your parent, guardian or carer to assist you to understand these terms and conditions, and to help you provide valid credit card details.

1. Software

This EULA governs the End User’s use of the Frasil platform and any proprietary applications embedded or linked to the platform (Applications) (collectively, the Software) distributed or otherwise provided by or on behalf of Frasil Group Pty Ltd] (Frasil), and all related printed or electronic materials and documentation.

2. Term

The term of this EULA commences on the first date of use of the Software by the End User and continues while the Software is in use by the End User, unless otherwise terminated by Frasil.

3. Licence

3.1 Subject to the terms and conditions of this EULA and payment of any fees, Frasil grants to the End User a non‑exclusive, non-transferable, royalty‑free licence to install and use the Software for its own personal use.

3.2 Unless permitted by this EULA or under any law, the End User must not:

(a) copy, reproduce, recompile, decompile, disassemble, reverse engineer, distribute, publish, display, perform, modify, create derivative works from, transmit, or in any other way exploit any part of the Software;

(b) sell, rent, lease, sublicense, assign or transfer all or part of the Software or any of its rights under this EULA; or

(c) remove any trade mark, trade name, proprietary, copyrights, trade secret or warning legend from any of the Software or copies of the Software.

4. Restrictions

4.1 When using the Software the End User agrees not to:

(a) violates, or engage in any behaviour that potentially violates, any law or regulation;

(b) cause Frasil to be in violation of any law or regulation;

(c) use the Software in a way that reflects unfavourably on Frasil or any other third party;

(d) engage in abusive, defamatory, discriminatory, hateful, obscene, vulgar, offensive, threatening or otherwise objectionable behaviour;

(e) harass, stalk or otherwise subject any other person to unwanted or inappropriate contact or communication;

(f) send unsolicited mail or email, make unsolicited phone calls or send unsolicited faxes;

(g) collect information about other users of the Software for any purpose other than as expressly authorised by us;

(h) take any action that imposes an unreasonable burden on Frasil’s infrastructure; or

(i) distribute a computer virus or any similar program or code that may disrupt or disable the Software.

5. Fees

5.1 Frasil currently provides certain Applications free of charge. However Frasil reserves the right to charge fees for use of the Software (in whole or in part) at some later time or when the End User uses certain Applications.

5.2 In order to log in to the Frasil platform, the End User must provide their personal details and details for payment.

5.3 Provided payment has been successfully processed, a tax receipt will be made available for download. In order for Frasil to deliver a tax receipt, the End User must provide Frasil with the End User’s email address. Frasil will not provide the End User with a tax receipt until payment has been processed and actually received by Frasil.

6. End User data

6.1 The End User acknowledges and agrees that Frasil will collect data provided by the End User when the End User uses the Software, in accordance with our Privacy Policy.

6.2 The End User grants to Frasil the perpetual, irrevocable right to use its anonymised and/or aggregated data for:

(a) monitoring and analytics activities;

(b) to determine improvement and marketing activities in respect of the Software; and

(c) to provide analysis reports to third parties, such as government departments and disability organisations.

6.3 The End User acknowledges that if Frasil destroys or de‑identifies the End User’s personal information, the End User may not be able to access the Software.

6.4 The End User acknowledges that certain Applications are interfaces to third party applications, and the End User’s use of that Application may include the provision of its data to third party service providers (via the Frasil interface). The End User agrees that Frasil is not responsible for the collection, use, handling, storage or disclosure of any data (including any personal information) provided by the End User to third party service providers.

7. Security

7.1 Upon signing up to become a user of the Software, the End User will be given a unique username and password. The End User must use all best efforts to prevent any third person from using the End User’s password and the End User must inform Frasil immediately in writing of any actual or potential unauthorised use of the End User’s password.

7.2  The End User must not take any action to circumvent or attempt to circumvent the security or access controls of the Software.

7.3  Frasil may disable any End User’s password, whether chosen by the End User or allocated by Frasil, at any time, if in Frasil’s reasonable opinion, the End User has failed to comply with any of the terms of this EULA.

8. Third party services

Frasil may contain links to third party services and websites. Frasil has not verified and accepts no responsibility for such third party services and websites, or for any data that the End User provides to third parties, whether accessed via Frasil or otherwise. Frasil accepts no responsibility or liability for any losses or penalties whatsoever that may be incurred as a result of the End User using any third party services or websites.

9. Intellectual property

9.1 Frasil exclusively owns all rights, title and interest to the Software. All intellectual property rights in the Software (including but not limited to all patents, copyright, registered designs, trade marks, inventions and trade secrets) are owned by Frasil or its licensors, and not the End User.

9.2 The End User must not use any of Frasil’s trade marks or trade names without Frasil’s consent.

9.3 The End User agrees to notify Frasil in writing promptly upon becoming aware of any unauthorised use of the Software by any party or of any claim that the Software infringes any copyright, trade marks, or other right of any party.

10. Limited representations and warranties

10.1 The Software is provided ‘as is’. Frasil excludes all warranties of any kind, either express or implied, to the maximum extent permitted by law. While Frasil uses reasonable endeavours to ensure that the Frasil platform is available, Frasil does not make any representation, guarantee or warranty that access to the Software will be uninterrupted, error free or secure.

10.2 Frasil reserves the right at any time and from time to time to modify, discontinue either temporarily or permanently the Software, or any part thereof, for reasons such as to maintain, upgrade and develop the Software or to respond to any unforseen interruptions, such as natural disasters, or to comply with the law and contractual obligations. Frasil disclaims any liability as a result of any discontinuance or interruption to the Software, or any part thereof.

10.3 The End User acknowledges and agrees that Frasil has no responsibility to review or investigate any rating, review, recommendation or resource featured in the Software. It is the End User’s responsibility to ensure that a recommendation is suitable for its purposes.

11. Termination and suspension

Frasil may suspend or terminate the End User’s ability to access or use the Software at any time in the event of a breach of this EULA by the End User.

12. Limitation of liability

12.1 Frasil disclaims any and all liability related to, or arising out of, use of any of the information, personal or otherwise, made available via the Frasil Platform.

12.2 To the maximum extent permitted by law, Frasil disclaims all representations, guarantees or warranties, express or implied, including, but not limited to:

(a) the completeness, accuracy, reliability, suitability, merchantability, fitness for purpose or availability of the Software;

(b)that the Software (in whole or in part) will be free of errors, or that defects will be corrected;

(c) that the End User’s access to the Software will be uninterrupted, secure or error free;

(d) that the Software is free of viruses or any other harmful components; and

(e) the quality, accuracy, or fitness for purpose of any linked websites, or third party material or services.

12.3 To the maximum extent permitted by law, Frasil and its directors, employees and agents, are not liable to the End User for any indirect, incidental, consequential, special, exemplary or punitive damages or loss of any kind (including consequential loss, loss of profits, business opportunity or damage to good will) or any loss, destruction or corruption of data howsoever caused, whether in contract, tort including negligence, statute or otherwise arising in connection with the Software.

12.4 Liability of Frasil for breach of a condition or warranty implied by law, and which cannot be excluded, is limited to the extent possible at Frasil’s option, to re‑supply the Software that the End User subscribes to again or return to the End User any payment for Applications that have not been provided to the End User.

12.5 The End User is responsible for its use of the Frasil Platform, including any information it makes available through the Frasil Platform. 

13. Indemnity

The End User indemnifies and agrees to hold harmless Frasil and its subsidiaries, employees and agents, harmless from and against any loss, liabilities or damages, expenses, including without limitation, reasonable legal and accounting fees, howsoever caused, or suffered as a result of a claim relating to any loss or damage incurred by any third party in relation to the End User’s use of the Software.

14. Privacy

All personal information Frasil collects from the End User will be handled in accordance with the Privacy Act 1988 (Cth) and the Frasil Privacy Policy.

15. Entire agreement

This EULA contains the entire agreement between the parties in respect of its subject matter. This EULA supersedes all prior discussions, negotiations, understandings and agreements in respect of its subject matter.

16. Waiver

Neither party may rely on the words or conduct of the other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

17. Invalidity and enforceability

If any provision of this EULA is invalid under the law of any jurisdiction, the provision is enforceable in that jurisdiction to the extent that it is not invalid, whether it is in severable terms or not.

18. Applicable law

This EULA governed by the laws of New South Wales, Australia. Both the End User and Frasil submit to the exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia