END-USER LICENSE AGREEMENT FOR Work Diary Mate

IMPORTANT PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING WITH THIS PROGRAM INSTALL:

Work Diary Mate’s End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and Helix SDR Pty Ltd (ACN 140 952 343) (“We”, “Us”, “Our”) the registered owner or licensor of the Work Diary Mate software product(s) including all associated software components, media, printed materials, and “online” or electronic documentation (“Software Product”).  By installing, copying, or otherwise using the Software Product, you agree to be bound by the terms and conditions of this EULA and acknowledge and accept that the Software Product is not an electronic work diary and is not a replacement for any diary required to be kept by you in accordance with any applicable law.

The Software Product is to assist you in recording driver hours only, and does not cater for daylight savings, time zones or changes in driving hours schemes. You acknowledge and agree that you must continue to keep your own records in accordance with any applicable law and it is your responsibility to comply with any laws that apply in your jurisdiction or otherwise to your use of the Software Product, including recording driving hours.  IMPORTANT: THIS SOFTWARE PRODUCT IS AN AID ONLY AND DOES NOT RELIEVE YOU OF YOUR LEGAL OBLIGATIONS IN RESPECT OF ANY DRIVING SCHEME.

This license agreement represents the entire agreement concerning the program between you and Us, and it supersedes any prior proposal, representation, or understanding between the parties.  If you do not agree to the terms and conditions of this EULA, do not install or use the Software Product and delete or uninstall all copies of the Software Product in your possession or control.

 

1. GRANT OF LICENSE

We grant you the right to install and use copies of the Software Product on a single computer or mobile device (“Licence”).

You are not allowed to transfer the Licence to any other person or company, nor are you allowed to let anyone else use the Software Product under your Licence without obtaining Our written consent.

You may make a backup copy of the Software Product, provided your backup copy is not installed or used other than for archival purposes.

 

2. SPECIAL TRIAL LICENCE TERMS

This clause has been included because you are using the Software Product on a trial basis only (please ignore this clause where you are using the Software Product under a paid Licence).  To the extent of any inconsistency, this clause prevails over the other clauses of these terms and conditions (which are intended to be terms that will apply in an ordinary, post-trial agreement).  As a consequence of these terms relating to a trial period, the parties agree and acknowledge that:

1. terms and conditions relating to fees and charges will not apply during your trial period;
2. during the trial licence period, you acknowledge that you will only be using the Software Products for the purposes of assessing its suitability and determining whether to acquire a paid Licence from Us;
3. the fact that these terms relate to a pilot program shall be taken into account when interpreting its provisions; and
4. either party will not enforce any other provision of these terms where to do so would be unreasonable or unduly harsh given the trial nature of the licence.

 

3. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

You may not reverse engineer, decompile, disassemble or alter the Software Product, or otherwise attempt to discover its source code.

You may not rent, lease, lend, transfer, sub-license, sell, duplicate, modify or otherwise translate the Software Product.

We may provide you with support services related to the Software Product (“Support Services”).  Any supplemental software code provided to you as part of the Support Services shall be considered part of the Software Product and subject to the terms and conditions of this EULA.

 

4. TERMINATION

Without prejudice to any other rights, We may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Software Product and all of its component parts in your possession.  Either party can terminate this EULA for any reason as long as that party provides the other party with at least one month’s notice of their intention to do so.

 

5. INTELLECTUAL PROPERTY RIGHTS

You acknowledge that all title and intellectual property rights in and to the Software Product and any copies thereof are owned or properly licensed by Us.  Such intellectual property rights include all patents, copyright, rights in circuit layouts, designs, moral rights, trade and service marks (including goodwill in those marks), domain names and trade names and any right to have confidential information kept confidential (whether or not such rights are registered).  By using the Software Product you agree to act in accordance with all applicable laws, regulations and codes of practice in your jurisdiction regarding the use of the Software Product, including in relation to the protection and maintenance of all intellectual property rights residing in the Software Products. .

 

6. PRIVACY

When you register to use the Software Product you agree to Our collection and use of your personal information in accordance with Our privacy policy (available on Our website).  If at any time you do not agree with the terms of our privacy policy, do not install or use the Software Product.

 

7. FEES AND CHARGES

When you install the Software Product you understand and acknowledge you are required to pay a fee to continue to use the Software Product.  Payment may be made on an annual or monthly basis by either credit card or debit card using PayPal, an electronic fund transfer into Our nominated bank account or by direct debit, in which case We will ask you to sign a direct debit request form.  In return We will provide you with a valid tax invoice for that payment.  If payment is not made the Software Product will cease to operate until payment is made.  When payment is made the renewal date of the Software Product will be extended from the original expiry date.  If instead We arrange for you to pay us a monthly ongoing fee, We will ask you to sign a direct debit request form.  On the first business day of each month We will provide you with an invoice so that the fees and charges payable by you are automatically deducted from your nominated account on the fourteenth day of each month.  Any drawing due on a non-business day will be debited to your account on the next business day following the scheduled drawing date.  If your drawing is returned or dishonoured by your financial institution, We will schedule your account to be re-drawn with the dishonoured amount within one week in addition to a dishonour fee which will be drawn together with any other due payments.  Any transaction fees payable by Us in respect of the above will be added to this debit.  We reserve the right to reasonably revise or change Our pricing policy at any time.

 

8. NO WARRANTIES

Except where to do so would be contrary to any law, the Software Product is provided “As Is” without warranty of any kind or nature, either expressed or implied, including but not limited to any warranties of performance, merchantability, non-infringement, or fitness for a particular purpose.  We do not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the Software Product.  We make no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program.  We make no warranties that the Software Product will be error free, uninterrupted, complete or completely secure or will continue to operate during any event that is out of Our control.  We make no warranties the Software Product will be compliant with any applicable laws relating to recording driver hours, that any defects in the Software Product will be rectified or when this agreement ends you will be able to transfer any entered data to an alternative system.  THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT REMAINS WITH YOU.

 

9. LIMITATION OF LIABILITY

Your use of the Software Products is in accordance with the Australia Consumer Law (“ACL”), and nothing in these terms should be read to contravene or render void any provision of the ACL.  Subject to the ACL, all other conditions, warranties, guarantees, rights, remedies, liabilities or other terms that may be implied by custom, under general law or by statute are expressly excluded under this agreement   Further subject to the ACL, but despite anything else in these terms, We shall in no circumstances be liable for any consequential loss in respect of any claims arising under or in connection with these terms or your use of the Software Product (consequential loss meaning any indirect, special or consequential loss and any loss which is consequential loss within the meaning of Environmental Systems Pty Ltd v Peerless Holdings Pty Ltd [2008] VSCA 26).  If under the ACL We are liable to you for damage We directly cause to you then then the extent of Our aggregate liability is limited to providing the Software Product subscription fees paid in the 12 months prior to a claim or claims.

 

10. GENERAL PROVISIONS

We reserve the right to make changes to the terms and conditions of this EULA at any time.  The terms and conditions of this EULA are governed by the laws of Victoria, Australia, and you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of that jurisdiction.