Terms of Use of Marketplace and Drop-in-apps

Please read these Terms of Use carefully before accessing or using the Drop-in-apps. By accessing, copying or using all or any portion of the Drop-in-apps you accept all the terms and conditions of these Terms of Use. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions.  If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use the Drop-in-apps or the Marketplace.

Squiz Australia Pty Limited (Australian Business Number 53 131 581 247) ("Squiz") owns or licences all of the Drop-in-apps and together with its third party suppliers, own all Intellectual Property in the Drop-in-apps including the source code. The Drop-in-apps are provided for use via these Terms of Use and is not licensed nor sold.

Organisation Responsibilities

  1. Organisation shall:
    1. be responsible for its compliance with these Terms of Use;
    2. prevent unauthorised access to or use of the Drop-in-apps, and notify Squiz promptly of any such unauthorised access or use, and
    3. use the Drop-in-apps only in accordance with the documentation, instructions, guidance of Squiz and applicable laws and government regulations.
  2. Organisation shall not:
    1. sell, resell, rent or lease the Drop-in-apps;
    2. use the Drop-in-apps to store or transmit Malicious Code;
    3. interfere with or disrupt the integrity or performance of the Drop-in-apps or third-party data contained therein, or
    4. attempt to gain unauthorised access to the Drop-in-apps or their related systems or networks.

Ownership

  1. Organisation acknowledges that Squiz retains ownership of the Drop-in-apps, the documentation and the source code and all proprietary rights relating thereto.
  2. Organisation agrees to all intellectual property rights in the Drop-in-apps and any documentation are and shall remain the exclusive property of Squiz and its third party suppliers, as applicable.
  3. Unless expressly permitted in these Terms of Use, or in writing by Squiz, Organisation must not use any of Squiz's or its third party suppliers' intellectual property without Squiz or its third party suppliers' prior written consent.
  4. Nothing in these terms of use or otherwise should be construed as transferring any aspects of such rights mentioned in this clause to Organisation or any Third Party. Squiz reserves any and all rights not expressly granted herein.

Fees

  1. Squiz reserves the right to charge fees for any Drop-in-apps. Squiz will not retrospectively charge organisation fees for a Drop-in-app.

Termination

  1. Organisations’ continued use of the Drop-in-apps and the access to the Marketplace granted herein shall terminate upon the happening of any of the following events:
    1. Organisation fails to comply with any of the terms and conditions of these Terms of Use;
    2. Organisation has received the Drop-in App from a party other than Squiz;
    3. Organisation’s support agreement ends or is terminated without a replacement being signed with Squiz;
    4. Organisation becomes liquidated, dissolved, bankrupt or insolvent, whether voluntarily or involuntarily; or
    5. Squiz determines in its absolute discretion to terminate Organisation’s continued use and access to the Drop-in-apps.
  2. On termination, Organisation must immediately cease use of the Drop-in-apps and return to Squiz all copies of any documentation. Alternatively, Organisation must destroy such documentation and on request by Squiz must certify in writing to Squiz that they have been destroyed.

Exclusions and Limitation of Liability

  1. To the extent permitted by law, Squiz excludes all conditions, warranties and terms implied by statute, general law, international convention or custom; all liability to Organisation in contract for consequential or indirect damages arising out of or in connection with the Drop-in-apps even if Squiz knew they were possible or they were otherwise foreseeable including without limitation, damages for loss of business profits or other pecuniary loss and damages suffered as a result of claims by any Third Party; all liability to Organisation in contract for direct or consequential or indirect damages arising out of or in connection with the use or inability to use the Drop-in-apps or documentation including without limitation, damages for loss of business profits or other pecuniary loss and damages suffered as a result of claims by any Third Party; and all liability to Organisation in negligence or other non-contractual cause of action in respect of which liability can be excluded for acts or omissions of Squiz, its employees, agents and contractors arising out of or in connection with the Drop-in-apps.
  2. Squiz's liability to Organisation for breach of any express provision of these Terms of Use, is limited to the amount paid by Organisation to Squiz for the Drop-in App; and in the case of any implied condition or warranty where the exclusion of which would contravene any statute or cause this clause to be void, is limited, at the option of Squiz, to the repair of such Drop-in App.

Drop-in-apps Disclaimer

By accessing and using Drop-in-apps (apps) you, on behalf of the Organisation, are confirming that the Organisation:

  1. has a valid Squiz support agreement and accepts that this app is supplied under the same terms (with exceptions* listed below) as that existing agreement;
  2. accepts that the right to use all apps will immediately expire if that support agreement ends;
  3. agrees and understands that all apps are provided as software-as-a-service and that:
    1. there is a shared codebase for each app, with multi-tenant data storage; and
    2. all app software updates are provided automatically and that there is no ability for you or the Organisation to refuse an app update or to rollback to a previous version; and
  4. has authorised you to make the above representations and to agree to these conditions of use on the Organisation’s behalf.

Support Exceptions

Squiz will provide support for apps in accordance with standard support arrangements between Organisation and Squiz, with the following exceptions:

  1. Support for technical issues (for example app "time outs" and app bug fixes) will be corrected between 9am and 5pm, Monday to Friday, Australian eastern standard time.
  2. We are targeting a 99.9% minimum uptime, however there is no Uptime Guarantee associated with each individual app. This does not affect the Uptime Guarantee of other Squiz products.
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