End User Agreement

Effective Date: [2nd August, 2024]

THIS AGREEMENT is made between [Evolve Systems Group Pty Ltd] (“Company”) and the end user (“you” or “your”).

1. Introduction

Welcome to [Evolve Systems Group Pty Ltd Platform] (“we,” “us,” or “our”). This End User Agreement (“Agreement”) governs your use of our platform (the “Platform”). By accessing or using the Platform, you agree to be bound by this Agreement, our Privacy Policy, our Cookie Policy, and our Terms of Service.

2. Acceptance of Terms

By accessing or using our Platform, you agree to comply with and be bound by this Agreement, our Privacy Policy, our Cookie Policy, and our Terms of Service. If you do not agree to any part of these terms, you must not use the Platform.

3. Definitions and Interpretation

3.1 Definitions

In this Agreement (including the recitals) unless the context otherwise requires:

Agreement means this agreement and its schedule;
Platform means [Platform Name] as detailed in Schedule 1;
Terms means the terms and conditions of this Agreement;
Profile Information means the profile picture, about information, and any links provided by users at signup.

3.2 Interpretation

In this Agreement unless the context otherwise requires:

Headings are for convenience only and do not affect its interpretation and construction;
The singular includes the plural and vice versa;
Words importing a gender include other genders;
Where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning;
A reference to any statute, proclamation, rule, code, regulation, or ordinance includes any amendment, consolidation, modification, re-enactment, or reprint of it or any statute, proclamation, rule, code, regulation, or ordinance replacing it;
"Includes" is not a word of limitation;
A reference to anything is a reference to the whole and each part of it;
A reference to a group of persons is a reference to all of them collectively and to each of them individually; and
A reference to a document includes all amendments or supplements to or replacements or novation of that document.

4. Access and Use of the Platform

4.1 Access Grant

By:

Selecting the 'Accept' option;
Creating an account on our Platform; or
Using the Platform,

you are granted a revocable, non-transferable, non-exclusive, and limited license ("Licence") to access and use the Platform strictly in accordance with the Terms of this Agreement. If you do not agree to the Terms of this Agreement, you must not use the Platform.

4.2 User Accounts

To access certain features of the Platform, you may be required to create an account. You agree to provide accurate and complete information when creating your account and to keep this information up-to-date.

4.3 Profile Information

By creating an account, you consent to the display of your profile picture, about information, and any links you provide on your public profile. This information will be accessible by the community and via a public link (no login required). You have the option to hide your profile from public view through your account settings. If you choose to cancel your account, we will disable and hide your profile from public view.

4.4 Restrictions on Use

You agree not to:

Share your account or allow others to access it;
Use the Platform for any illegal or unauthorized purpose;
Interfere with or disrupt the Platform or servers or networks connected to the Platform, including by transmitting any worms, viruses, spyware, malware, or any other code of a destructive or disruptive nature;
Attempt to decompile, reverse engineer, disassemble, or hack any of the software components of the Platform;
Create derivative works based on the Platform;
Use the Platform for any purpose other than as described herein.

5. Access Fees

Access to the Platform may be free or require a fee, depending on the services and features offered. Any applicable fees will be clearly communicated to you at the time of signup or purchase.

6. Services and Products

Certain services and products may be offered for a fee. These additional services and products will be governed by separate terms and conditions provided at the time of purchase.

7. Ownership and Licensing

You own all of the content, feedback, and personal information you provide to us, but you also grant us a non-exclusive license to use it. You agree that if content includes personal data, it is subject to our Privacy Policy. You promise to only provide information and content that you have the right to share, and that your profile will be truthful.

8. Monitoring User Content

The Company reserves the right, but not the obligation, to monitor user content. The Company may remove or suspend content that violates this Agreement or applicable laws.

9. Data Protection and Security

We employ security measures to protect your data. However, you acknowledge that no method of transmission over the Internet or electronic storage is 100% secure.

10. Dispute Resolution

Any disputes arising out of or related to this Agreement shall be resolved through negotiation, mediation, or arbitration in accordance with the rules of [Arbitration Association/Organization].

11. Warranties and Exclusions

Provisions of applicable laws in the country of origin of the Platform may imply guarantees, warranties, conditions, and impose obligations on the Company and its subsidiaries, affiliates, and suppliers ("Implied Terms"). These warranties and exclusions may vary depending on the country that the Platform considers its home country. If these Implied Terms apply, the Company's liability will be limited at its option to resupply, repair, or replacement of the Platform or the cost of such resupply, repair, or replacement to the extent permitted by law. Unless otherwise explicitly agreed to in writing by the Company, subject to the Implied Terms, all representations, guarantees, conditions, and warranties of any nature are expressly excluded. Nothing in this clause excludes, restricts, or modifies your rights under an Implied Term.

12. Exclusion of Damages

Subject to any Implied Term, the Company, its directors, officers, employees, or agents will not be liable to you or any other party for indirect, consequential, special, incidental, punitive, or exemplary damages of any kind (including loss of revenues or profits or loss of business) arising in connection with these Terms, the Platform, any software for the Platform, or any support services for the Platform, whether based on contract, tort, statute, or any other legal theory.

13. Limitation of Liability and Remedies

To the extent that the applicable jurisdiction limits the Company's ability to disclaim any implied warranties, this disclaimer shall be effective to the maximum extent permitted.

14. Indemnity

You will indemnify the Company, its directors, officers, employees, agents, and contractors in full against any liability, loss, damages, costs, and expenses as a result of or in connection with your use of the Platform, including but not limited to any modification by you of the Platform which causes the Platform to infringe the intellectual property rights of a third party.

15. Retention of Data

We retain data for as long as necessary to fulfill the purposes for which it was collected, including for legal, accounting, or reporting requirements. For details on how we collect, use, and protect your data, please refer to our Privacy Policy.

16. Cookies

Our Platform uses cookies to enhance user experience and analyze performance and traffic on our website. By using the Platform, you consent to the use of cookies in accordance with our Cookie Policy.

17. Variation of Terms

The Company reserves the right to amend these Terms from time to time without notice to you, and you will be subject to the Terms in force at the time you create your account or use the Platform, whichever is applicable.

18. Termination

Without prejudice to any other rights, the Company may terminate this Agreement immediately and without further notice if you fail to comply with the Terms of this Agreement. In such an event, you must cease all use of the Platform and destroy any copies.

19. General Provisions

Any provision of or the application of any provision of this Agreement which is prohibited in any jurisdiction is in that jurisdiction ineffective only to the extent of that prohibition.
Any provision of or the application of any provision of this Agreement which is void, illegal, or unenforceable in any jurisdiction does not affect the validity, legality, or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.
The failure, delay, relaxation, or indulgence on the part of a party in exercising in part or whole any power, right, or remedy conferred upon that party by these Terms shall not operate as a waiver of that power, right, or remedy.
This Agreement contains the entire Agreement between the Parties and supersedes any previous understandings, commitments, or agreements, oral or written.
If a clause is void, illegal, or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].

Executed as an Agreement on [2nd August, 2024]