END USER LICENSE AGREEMENT (EULA)

(a) This EULA applies to any End Users of the Software. You agree to, and will be deemed to have accepted, this EULA when you access the Software.
(b) By accessing the Software, 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 3.1(a)) to the Software provided under this EULA. If you do not accept this EULA, you must not access, use or otherwise view the Software.
(c) This EULA commences on the date you are granted access to the Software by the Head Licence Holder and will continue until your access to the Software is terminated by the Head Licence Holder or Scrypt.

In order to use the Software, you will be required to sign up for an account (Account).
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.
You agree that you’re solely responsible for:
(a) maintaining the confidentiality and security of your Account information and your password; and
(b) any activities and those of any third party that occur through your Account, whether those activities have been authorised by you or not.
You also agree to let us know if you detect any unusual activity on your account as soon as you become aware of it.
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 LICENCE

(a) You are granted a revocable, worldwide, royalty-free licence to use the Software for the purpose of managing the Head Licence Holder’s customer relationships (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 clause 3.2; and
(iii) in compliance with any other restrictions as determined by the Head Licence Holder and/or Scrypt from time to time.

3.2 RESTRICTIONS ON LICENCE

Except in accordance with clause 3.1(b), you must not, without prior written approval from the Head Licence Holder or Scrypt in their absolute discretion:
(a) use the Software to intimidate, harass, impersonate, stalk, threaten, bully or endanger any individual or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment to any individual;
(b) share your Account information, including log in details or passwords, with any other person or provide the Software to any third party;
(c) use the Software in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
(d) make copies of any documentation provided by Scrypt or the Software;
(e) adapt, modify or tamper in any way with the Software;
(f) remove or alter any copyright, trade mark or other notice on or forming part of the Software or documentation;
(g) use the Software in a way which infringes the intellectual property rights of Scrypt or any third party;
(h) act in any way that may harm Scrypt’s reputation or that of Scrypt’s associated or interested parties or do anything at all contrary to the interests of Scrypt or the Software;
(i) create derivative works from or translate the Software or any documentation provided by Scrypt, other than for your own personal use only;
(j) publish or otherwise communicate the Software or documentation provided by Scrypt to the public, including by making it available online or sharing it with third parties;
(k) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Software or documentation to any third party;
(l) decompile or reverse engineer the Software or any part of it, or otherwise attempt to derive its source code;
(m) breach any applicable laws, rules and regulations (including any applicable privacy or spam laws) in using the Software; or
(n) attempt to circumvent any technological protection mechanism or other security feature of the Software.

3.3 LIMITATIONS OF THE SOFTWARE

Scrypt does not guarantee, and make no warranties, to the extent permitted by law, that:
(a) the Software will be free from errors or defects;
(b) the Software will be accessible or available at all times; or
(c) any information provided through the Software is accurate or true.

3.4 YOUR DATA

(a) In using the Software you may upload documents, information or any other materials to the Software, including the personal information of third parties (User Data).
(b) You grant to us (and our directors, employees and contractors) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the User Data to the extent reasonably required to provide the Software
(c) You warrant that all User Data is complete, accurate and up-to-date.
(d) You release Scrypt from all liability in relation to any loss or damage arising out of or in connection with the Software, to the extent such loss or damage is caused or contributed to by User Data being incomplete, inaccurate or out-of-date.
(e) Scrypt reserves the right to remove any User Data, including where Scrypt deems User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.

(a) You acknowledge and agree that third party terms and conditions (Third Party Terms) may apply.
(b) You agree to any Third Party Terms applicable to any third party goods and services that are used in providing the Software and Scrypt will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.

(a) You agree to handle any personal information you handle in the course of using the Software in accordance with the Head Licence Holder’s obligations under thePrivacy Act 1988(Cth) and any other applicable laws.
(b) You agree to Scrypt’s privacy policy, locatedhttps://hq.scrypt.com.au/app/privacy, which is incorporated into this agreement by reference.

(a) Scrypt 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 Software.
(b) You must take your own precautions to ensure that the process which you employ for accessing the Software 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, Scrypt 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 Software to $100 (AUD) in aggregate. This includes the transmission of any computer virus.
(d) You indemnify Scrypt 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 Software or breach of this EULA (or both, as the case may be).
(e) You acknowledge and agree that Scrypt 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 Software and indemnify Scrypt for any such damage, loss or expense.
(f) All express or implied representations and warranties given by Scrypt 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, Scrypt (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 Scrypt 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 Software, this EULA or their subject matter.

A party claiming that a dispute has arisen under or in connection with this agreement must use its best efforts to resolve the dispute in good faith for at least 14 days before commencing court proceedings, except in the case of urgent interlocutory relief.

8.1 AUTOMATIC TERMINATION

This EULA will be automatically terminated, and your license to the Software will be immediately revoked, if the agreement between Scrypt and the Head Licence Holder for the Licenced Materials expires, is terminated or otherwise comes to an end.

8.2 TERMINATION BY SCRYPT OR HEAD LICENCE HOLDER

Scrypt 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 Scrypt or the Head Licence Holder reasonably suspects that you may commit, any breach of this EULA.

8.3 EFFECT OF EXPIRY OR TERMINATION

(a) In the event of expiry or termination of this EULA, you must:
(i) immediately cease using the Software; and
(ii) remove the Software from all materials in your care, custody or control that feature the Software, and, if the Software cannot be removed, then at Scrypt’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.

8.4 YOUR DATA ON TERMINATION

You are solely responsible for removing any information you store in the Licensed Material prior to termination of this EULA. Scrypt will not be liable to you for any loss of your or any other user’s data or information upon termination of this EULA.

9.1 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.

9.2 WAIVER

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.

9.3 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.

9.4 ASSIGNMENT

You cannot assign, novate or otherwise transfer your rights or obligations under this EULA without our prior consent.

9.5 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.