(a) This EULA applies to any End Users of the Licensed Materials. You agree to, and will be deemed to have accepted, this EULA when you access the Licensed Materials.
(b) By accessing the Licensed Materials, you irrevocably consent to the terms of this EULA and represent and warrant that you will comply with the scope and restrictions of this end user licence to the Licensed Materials provided under this EULA. If you do not accept this EULA, you must not access, use or otherwise view the Licensed Materials.
(c) This EULA commences on the date the Licensed Materials are provided to you and will end when written notice is provided to you.
(a) You may be required to sign up for an account on the Website (Account) in order to order and obtain financial statement data provided by the Licensee via the Product or provide financial statement data via Anility’s data provider portal (Purpose).
(b) When you register for an Account, you must provide true, accurate and complete information as requested and keep this information up to date after registration.
(c) You agree that you are solely responsible for:
(i) maintaining the confidentiality and security of your Account information and your password; and
(ii) any activities and those of any third party that occur through your Account, whether those activities have been authorised by you or not.
(d) You also agree to let us know if you detect any unusual activity on your account as soon as you become aware of it.
(e) We won't be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your Account information or your password.
3.1 Grant of license
(a) You are granted a revocable, worldwide, royalty-free licence to use the Licensed Materials for the Purpose.
(b) You must only use the Licenced Materials:
(i) in accordance with the limitations of the Purpose;
(ii) in a manner that is consistent and compliant with this EULA; and
(iii) in compliance with any other restrictions notified to you in writing by the Licensee or Anility from time to time.
3.2 Restrictions on license
Except in accordance with clause 3.1(b), you must not, without prior written approval from the Licensee or Anility in their absolute discretion:
(a) make copies of the documentation or the Licensed Materials;
(b) adapt, modify or tamper in any way with the Licensed Materials, other than within the approved scope of use of the Licensed Materials;
(c) remove or alter any copyright, trade mark or other notice on or forming part of the Licensed Materials or documentation;
(d) create derivative works from or translate the Licensed Materials or documentation, other than for your own personal use only;
(e) publish or otherwise communicate the Licensed Materials or documentation to the public, including by making it available online or sharing it with third parties;
(f) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Licensed Materials or documentation to any third party;
(g) decompile or reverse engineer the Licensed Materials or any part of it, or otherwise attempt to derive its source code;
(h) attempt to circumvent any technological protection mechanism or other security feature of the Licensed Materials; or
(i) provide the Licensed Materials to any third party.
3.3 Limitations of licensed materials
Anility does not guarantee, and make no warranties, to the extent permitted by law, that:
(a) the Licensed Materials will be free from errors or defects;
(b) the Licensed Materials will be accessible or available at all times; or
(c) any information provided through the Licensed Materials is accurate or true.
3.4 Third party consents
(a) You are responsible for ensuring you have obtained any relevant consents or authorisations and alerted any third parties of your use of the Licensed Materials. In particular, you must ensure you have obtained informed consent from any third party to upload that third party’s Personal Information to the Licensed Materials or share it with other third party users of the Licensed Materials. If required by Anility, you must provide a copy of any written consents or authorisations from third parties to enable Anility to provide the Licensed Materials.
(b) You agree to indemnify Anility from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of any breach of clause 3.4(a).
4.1 Types of posted materials
As part of using the Licensed Materials, you may upload files, data or other information to the Product (User Data) as part of providing, posting or sharing financial statement data (Posted Materials). You acknowledge and agree that the Posted Materials may be accessed by Anility or other third parties.
By providing, posting or sharing Posted Materials, you represent and warrant that:
(a) you are authorised to provide the Posted Materials;
(b) the Posted Materials are free from any harmful, discriminatory, defamatory or maliciously false implications and do not contain any offensive or explicit material;
(c) the Posted Materials are not “passing off” of any product or service and does not constitute unfair competition;
(d) the Posted Materials do not infringe any Intellectual Property Rights;
(e) the Posted Materials are accurate and true at the time they are provided;
(f) any Posted Materials which are in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
(g) the Posted Materials do not contain any viruses or other harmful code, or otherwise compromise the security or integrity of any network or system; and
(h) the Posted Materials do not breach or infringe any applicable laws, regulations or orders.
4.3 Posted materials - IP License
By creating, providing or posting any Posted Materials, you grant to Anility (and its personnel and service providers) a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in those Posted Materials for the purpose of providing the Licensed Materials to you and third parties, including, but not limited to:
(a) analysing the User Data for the purposes of improving the Product; or
(b) sharing the Posted Materials on Anility’s Website for promotional purposes.
4.4 Removal of posted materials
Anility does not have any obligations to screen Posted Materials in advance of them being provided or posted and your compliance this EULA is your responsibility. However, Anility may, if it chooses, review and remove any Posted Materials at any time without giving any explanation or justification for removing the material and/or information.
(a) Anility does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your User Data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Licensed Materials.
(b) You must take your own precautions to ensure that the process which you employ for accessing the Licensed Materials 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, Anility 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 Licensed Materials to $100 (AUD) in aggregate. This includes the transmission of any computer virus.
(d) You indemnify Anility 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 Licensed Materials or breach of this EULA (or both, as the case may be).
(e) You acknowledge and agree that Anility 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 Licensed Materials and indemnify Anility for any such damage, loss or expense.
(f) All express or implied representations and warranties given by Anility 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, our (and our 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 Anility 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 Licensed Materials, this EULA or their subject matter.
6.1 Automatic termination
This agreement will be automatically terminated, and your licence to the Licensed Materials will be immediately revoked, if the Head Agreement expires or is terminated.
6.2 Termination by Anility or licensee
Anility or the Licensee (or both) may terminate this agreement immediately by notice to you (as an individual user, without terminating the Head Agreement) if:
(a) you are in breach of any term of this agreement and have failed to remedy the breach within 10 Business Days after the notice; or
(b) you commit, or Anility or the Licensee reasonably suspects that you may commit, any breach of this agreement including, without limitation, clause 3.
6.3 Effect of expiry or termination
(a) In the event of expiry or termination of this EULA, you must:
(i) immediately cease using the Licensed Materials; and
(ii) remove the Licensed Materials from all materials in your care, custody or control that feature the Licensed Materials, and, if the Licensed Materials cannot be removed, then at Anility’s option, return or destroy all such material.
(b) Termination of this agreement will not affect any rights accruing to either 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 agreement.
6.4 Your data on termination
You are solely responsible for removing any information you store in the Licensed Material prior to termination of this agreement. Anility will not be liable to you for any loss of your or any other user’s data or information upon termination of this agreement.
7.1 Governing law and jurisdiction
This agreement is governed by the law applying in New South Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. 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 agreement 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.
7.3 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 agreement.
You can’t assign, novate or otherwise transfer your rights or obligations under this agreement without Anility’s prior consent.
7.5 Entire Agreement
This agreement 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 agreement.