Licorice End User License Agreement

This End-User Licence Agreement (Agreement) is a legal document that outlines the terms and conditions upon which Licorice App Pty Ltd (Licorice) agrees to allow you to access its smart time tracking and job scheduling tool and associated software (Software). By accessing or using the Software, clicking “I accept” (or using a similar mechanism indicating your acceptance) or by signing a document in which you expressly agree to be bound by this Agreement, you agree to be bound by the terms and conditions of this Agreement.

License Conditions
1. Your access to the software is dependent upon you or a business you are associated with paying relevant licence fees to Licorice. If these fees are not paid, your access rights may be suspended on five days’ notice, and your data and account may be deleted if your outstanding fees have not been paid within 30 days of us giving you notice that your access has been suspended.
2. For the purposes of this agreement, a company you are associated with means a company you interact with for the purposes of accessing or delivering support, helpdesk or related services.
3. Subject to clause 2 and compliance with all the terms of this Agreement, Licorice grants you a limited non-exclusive, non-transferrable, revocable licence to use the Software as an end user only (User Licence) for the period which you, or a company you are associated with subscribes to use the Licorice software.
4. You acknowledge that Licorice may disable and discontinue your use of the Software at any time in its sole and absolute discretion where there is non-compliance with or failure to comply with your obligations contained in this Agreement or under the circumstances set out in clause 2.1.
5. Except to the extent permissible under the Australian Copyright Act 1968 (Cth), you may not copy or reproduce the Software.
6. You may not sublicense, deliver, transfer or assign the Licence to any other person without our written permission.
Termination
1. This Agreement and your rights under this Agreement may be terminated at any time by Licorice if:
  1. you are in breach of this Agreement;
  2. any licence related to your use of the Software expires and isn’t renewed;
  3. your use of the Software in the opinion of Licorice will bring it into dispute;
  4. another agreement between you and Licorice permits Licorice to terminate this Agreement.
  5. the adequacy or appropriateness of any goods or services supplied by us to you for your particular needs or purposes;
2. Upon the termination of this Agreement, we may require you to cease using the Software and immediately delete or destroy, or return any copies of the Software or related material you possess.
Updates, upgrades and support
1. From time to time, Licorice will make additions, alterations or upgrades to the Software (Upgrades). Licorice may make Upgrades available to you in its absolute discretion on such terms and conditions as it determines.
2. We may from time to time offer you software maintenance and support, which may be subject to the payment of software maintenance and support fees as specified by us from time to time. You have no entitlement to software maintenance or support or to receive any Upgrades from us, unless otherwise specified by us in writing.
3. You must not modify the Software without our express consent. Licorice is not responsible for any instances where the Software fails to perform as designed because of modifications made by you to the Software.
4. Licorice may have minimum requirements of your system (including both hardware, software and integrated services) that must be met for our Software to function correctly and as intended. If your system does not meet these minimum requirements, your use of the Software will be entirely at your own risk, as Licorice may not be able to provide support for unexpected issues or failure of the Software to operate as intended.
5. If you offer a suggestion, feedback or concepts that may improve or modify the Software, you agree that such suggestions, feedback or concepts, and any resulting intellectual property that is developed from them, will vest immediately upon creation in Licorice.
Limitation and implied terms
1. You acknowledge that Licorice has made no warranties that the Software is error free and will operate on any particular computer or device.
2. You acknowledge that Licorice has not made and will not make any express or implied warranties in relation to the Software or any other goods or services provided by Licorice under this Agreement, other than those warranties expressly contained in this Agreement. Subject to clauses 4.4, 4.5 or 4.6, to the greatest extent permitted by law, any term that would be implied into this Agreement, including without limitation any condition or warranty, is hereby excluded.
3. Subject to, clauses 4.4, 4.5 or 4.6, you agree that, to the extent permitted by Australian law (or if some other law is applicable because of where you are accessing the Software from, to the extent permitted by that law), Licorice will not be liable in respect of any claim by you (whether contractual, tortious, statutory or otherwise) for any direct, special, incidental, indirect or consequential damages or injury including, but not limited to, any loss of profits, contracts, revenue or data arising out of or in connection with the provision of the Software or the provision of any other goods or services under this Agreement and whether as a result of any breach or default, by Licorice. The maximum liability of Licorice under this Agreement for any and all breaches of this Agreement, and for any negligence in relation to this Agreement, will not exceed the licence fees for the Software paid by you or a company you are associated with.
4. If the Australian Competition and Consumer Act 2010 (Cth) (or any related or similar legislation) applies to this Agreement and permits the limitation of liability for breach of warranty implied by statute, the liability of Licorice is limited, at its option, to:
  1. the supply of the relevant goods or services again; or
  2. the payment of the cost of having the relevant goods or services supplied again.
5. Any of the terms and conditions of this Agreement which limit or exclude any term, condition or warranty, express or implied, or the liability of Licorice will apply to the extent permitted by law and will not be construed as excluding, qualifying or limiting your statutory rights or remedies arising by virtue of the breach of any implied term of this Agreement where such exclusion, qualification or limitation would be prohibited by legislation.
6. Notwithstanding this clause 4, if you are an Australian consumer (as that term is defined under the Australian Consumer Law), you will be entitled to a replacement or refund for a major failure (as that term is defined under the Australian Consumer Law) and for compensation for any other reasonably foreseeable loss or damage. You will also be entitled to have the Software repaired, or your fees refunded (at our sole election) if it fails to be of acceptable quality and the failure does not amount to a major failure.
Disclosure of personal information
1. You acknowledge that the Software by its nature will collect and may transmit to Licorice and its associated entities, certain personal information about you including your IP address, name, computer hardware specifications, information specific to the Software and other information which Licorice determines from time to time is reasonably necessary for the Software to operate and provide its expected functionality (Information).
2. By using the Software, you hereby provide your consent to:
  1. Licorice collecting the Information; and
  2. Licorice transmitting the Information to third parties in accordance with Licorice’s privacy policy.
3. All uses by Licorice of the Information will be in accordance with its privacy policy that it publishes from time to time on its website.
Intellectual property and disassembly
1. Licorice retains ownership of the Software and all rights of or in the nature of copyright, moral rights, inventions (including patents), trademarks, designs, circuit layouts (whether or not registered or registrable) which subsist in the Software and any modifications or Upgrades thereto at all times. Apart from the licence granted in this Agreement, all such rights are reserved by Licorice.
2. You may not distribute copies of the Software nor rent, lease or otherwise grant rights to the Software without our prior written consent. You may not decompile, reverse engineer, disassemble or otherwise reduce the Software to any human-readable form. You must not at any time create derivative works based upon the Software or use the Software (or your observations of it) to develop any application having the same primary function as the Software.
3. You may not download or use the Software for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purpose.
4. You agree that you will not, and will not allow any other person to:
  1. use the Software for any illegal, unlawful, improper or infringing purpose;
  2. use spiders, data scrapers, viruses, bots, robots or other software which may threaten the integrity and security of the Software;
  3. upload, transmit, post or share any virus or similar computer code or software that may cause damage to, or violate the privacy of Licorice’s data or the data of its customers;
  4. use, query or access the Software in a manner that may reasonably interfere with or disrupt its functions or the access of other users to the Software;
  5. upload or publish any defamatory or vulgar content; or
  6. do anything in relation to the Software to bring Licorice into disrepute.
5. You agree to use the Software in accordance with any and all applicable laws.
Amending this agreement
1. Licorice may amend any of the terms of this Agreement by providing written notice to you of such amendments and/or displaying such amendments or an amended copy of this Agreement to you. Ongoing use of the Software will constitute your acceptance of such amended terms.
2. If you do not agree to any amendments made by Licorice to the terms of this Agreement, then you must cease any further use of the Software.
Miscellaneous
1. In the interpretation of this Agreement, unless the contrary intention appears:
  1. a reference to this Agreement means a reference to an agreement between you and Licorice on the terms and conditions of this document and includes an amendment or supplement to, or replacement or novation of this Agreement;
  2. the words “includes” or “including” will not be limited by whatever follows;
  3. a reference to a person includes a reference to a corporation, firm, association or other entity, and vice versa;
  4. the singular includes the plural and vice versa;
  5. a reference to any gender includes a reference to all other genders;
  6. a reference to any legislation or to any provision of any legislation includes a reference to any modification or re-enactment of or any provisions substituted for such legislation or provisions;
  7. an agreement, representation or warranty made by two or more persons is made by them jointly and by each of them severally;
  8. where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning; and
  9. headings are inserted for convenience only and do not affect the interpretation of this Agreement.
2. Unless otherwise requested in writing by you, Licorice may use your corporate identity (if applicable) as part of promoting the Software in the marketplace.
3. This Agreement supersedes all prior representations, arrangements, understandings and agreements between the parties relating to the subject matter of this Agreement and sets forth the entire and exclusive agreement and understanding between the parties relating to the subject matter of this Agreement.
4. A provision of or a right created under this Agreement may not be waived except in writing signed by the party or parties to be bound by the waiver. No single or partial exercise by any party of any right, power or remedy under this Agreement will preclude any other or further exercise of that or any other right, power or remedy. The rights, powers or remedies provided in this Agreement are cumulative with and not exclusive of any rights, powers or remedies provided independently of this Agreement.
5. If any provision of this Agreement is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of this Agreement to the intent that the invalid or unenforceable provision will be treated as severed from this Agreement.
6. Licorice may assign, novate or otherwise transfer your rights and obligations which arise under this Agreement. You may not assign your rights or obligations which arise under this Agreement without the prior written consent of Licorice (which may be withheld).
7. Each provision of this Agreement has effect after termination and each representation and warranty made in this Agreement will survive the execution, delivery and termination of this Agreement and the performance of all obligations under this Agreement and will not merge on termination.
8. The parties acknowledge and agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or part of it.
9. This Agreement is governed by, and must be construed in accordance with, the laws of the State of South Australia and the parties irrevocably submit to the exclusive jurisdiction of courts in the State of South Australia.