This End User Licence Agreement (Agreement) is a legal agreement between the end user (you) and Whitecrow Digital Pty Ltd A.C.N.151 064 569 trading as Digitalforecast (A.B.N.43 151 064 569) (the Licensor). By accessing or otherwise using the Digitalforecast marketing forecast tool (the Software), you agree to be bound by the terms and conditions contained in this Agreement.
GRANT OF LICENCE
The Licensor grants to you a non-exclusive licence to access and use the Software, in accordance with the terms of this Agreement.
ADDITIONAL RIGHTS AND LIMITATIONS
You must not sell (or offer for sale), rent, lease, adapt, translate, vary, decompile, modify, disassemble, reverse engineer, create any derivative work of, sub-licence, loan, distribute or reproduce the Software, in any way, other than authorised under this Agreement.
Your rights and obligations under this Agreement cannot be assigned to another party.
In the event that another person wishes to obtain access to the Software, then they will be required to simply register to use the Software and, in doing so, will be bound by the terms contained in this Agreement.
The Licensor may terminate your access to the Software, if you are in breach of any term contained in this Agreement. Upon termination, you must immediately cease accessing or using the Software.
WARRANTIES AND LIABILITY
The Licensor warrants that:
- the Software will perform substantially in accordance with any marketing materials or documentation relating to the Software; and
- it will make commercially reasonable efforts to correct any fault associated with the Software as and when such faults arise.
To the fullest extent permitted by law, the Licensor excludes, for itself and any supplier of software contained within the Software, any liability of any kind relating to claims, losses, expenses, damages (whether in negligence or tort) and costs made against or incurred or suffered by you, directly or indirectly arising out of:
- your access, use or misuse of the Software;
- your inability to access or use the Software;
- negligence of the Licensor, or any of its employees, agents, contractors or any supplier of software that is contained within the Software; or
- termination of this Agreement by you or the Licensor.
The Software is supplied to you on an ‘as is’ basis and all warranties, whether express, implied statutory or otherwise that relate to the Software in any way, including warranties relating to quality, fitness, merchantability, correctness, accuracy, reliability, correspondence with description or sample, uninterrupted use, compliance with any relevant legislation and being free of error or virus are excluded.
If any legislation such as the Australian Consumer Law implies any warranty in to this Agreement, then such terms will be taken to be included in this Agreement. However, the Licensor’s liability relating to such implied terms will be limited, at the sole option of the Licensor, to any one of the following upon:
- the replacement of the Software or the supply of a similar performing software;
- the payment of the cost of replacing the Software; or
- the repair of the Software or the payment for the repair of the Software.
If a breach relates to services relating to the Software, then the Licensor may, at its sole option:
- resupply access to the Software; or
- make payment of the cost of the resupply of access to the Software.
The Licensor does not make any representation, guarantee or warranty of any kind as to any results or outcomes that may be achieved, as a consequence of your use of the Software.
ACCOUNTS AND PASSWORDS
You are responsible to maintain the confidentiality and security of your password at all times. You will also be responsible for all uses via your registration and/or login, whether authorised or unauthorised by you. You agree to immediately notify the Licensor, if you become aware of any unauthorised use of your user account and/or your password.
In the event that you require technical support, we will provide that support via electronic means, including via online chat and email.
We will only provide you with Software support during business hours (9am to 5pm AEST) and on business days (Monday to Friday, except on public holidays in New South Wales), unless we agree otherwise in writing.
UPGRADES TO THE SOFTWARE
This Agreement applies to updates or supplements to the Software that was originally provided to you by the Licensor, unless the Licensor provides other terms along with the update or supplement. In case of a conflict between such terms, the other terms will prevail.
You must be licensed to use the Software to be deemed to also be licensed to use any upgrades and/or supplements to the Software.
The Licensor, or its nominated entity, owns all intellectual property rights in the Software. These rights are protected by law, including but not limited to, copyright and trade mark law, as well as other applicable laws and international treaty provisions.
Certain names and terms that are used to refer to, or describe certain things in, the Software may be registered or unregistered trade marks owned by third parties. If third party trade marks are contained in Software, it will be for descriptive purposes only. The Licensor in no way asserts or claims any ownership rights with respect to third party trade marks, nor does it claim any sponsorship, endorsement or affiliation with the owners of those trade marks.
In summary, this Agreement and/or your subscription to use the Software, does not confer upon you any copyright or intellectual property ownership rights.
PERMITTED AND PROHIBITED USE OF THE SOFTWARE
You must use the Software for personal or educational uses only. Any other use requires express written permission from the Licensor.
You must not by yourself, or though any parent, subsidiary, affiliate, agent or other third party:
- copy or reproduce a substantial part of the Software;
- sell, lease, license, sublicense, or encumber any portion of the Software;
- decompile, disassemble, or reverse-engineer any portion of the Software;
- attempt to discover any source code or underlying ideas or algorithms of the Software;
- create any derivative work of the Software;
- use the Software to develop any product that competes with the Software; or
- use the Software, or allow the transfer, transmission, export or re-export of the Software, or portion thereof, in violation of any export control laws or regulations.
THIRD PARTY GOODS AND SERVICES
Goods and services offered and/or provided by third parties may, from time to time, be advertised and/or made available via the Software. These representations are made and provided by third parties and are governed by the policies and representations made by these third parties. The Licensor will not be liable or responsible in any manner for any of your dealings or interactions with third parties.
ADDITIONAL COMPONENTS OF THE SOFTWARE AND/OR SERVICES
This Agreement applies to updates, upgrades, supplements, add-on components, or Internet-based service components, of the Software, that the Licensor may provide to you or make available to you after the date you register to access the Software, unless we provide other terms along with the update, supplement, add-on component, or Internet-based services component. The Licensor reserves the right to discontinue any Internet-based services provided to you or made available to you through the use of the Software.
ACCESS AND/OR USE OF THE SOFTWARE OUTSIDE OF AUSTRALIA
In the event that you access and use the Software from a location outside of Australia, then local laws will apply. In the terms contained in this Agreement conflict with any law under which any provision may be held invalid by a court with jurisdiction over the parties, such provision will be interpreted to reflect the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will survive.
Wherever applicable, payments made to access the Software must be made via credit card, or any other method that the Licensor may agree to accept, from time to time.
In the event that you believe that you are entitled to a refund for any payment made in connection with the Software, you must provide us with the reason for claiming the refund.
If we agree that you are entitled to a refund, then we will issue you with a refund via the same payment method that you used to pay for access to the Software. Please email us if you have not received your refund within 72 hours of us notifying you that a refund has been issued.
We will not refund any payments for access to the Software, unless we are required to do so under and relevant law, including the Australian Consumer Law.
CANCELLATION OF ACCESS TO THE SOFTWARE
In the event that you wish to cancel your registration and access to the Software, you may do so at any time by emailing us.
Monthly and annual subscriptions – if you have purchased a monthly or annual subscription to access the Software, then you will be required to provide us with 30 days’ written notice of your decision to terminate access to the Software.
In the event that you provide us with written notice, as referred to above, then you will not be entitled to receive any refund from us for any unused portion of your subscription to the Software.
Automatic renewal – if you do not provide us with written notice of your decision to terminate access to the Software, then your subscription to access the Software will automatically renew, for a further subscription period that is equivalent to the subscription period of your original subscription.
The laws of the New South Wales govern this Agreement.
Please email us for any questions about this End User Licence Agreement.
This End User Licence Agreement was last updated on 4 July 2018.