MyMalekso Pty Ltd (ACN 642090293)
THIS AGREEMENT made
BETWEEN
MyMalekso Pty Ltd (ACN 642090293) (“Licensor“)
– and –
You (“Licensee“)
(the “Parties“)
- Definitions and interpretation
- Definitions
In this Agreement (including the recitals) unless the context otherwise requires:
Agreement means this agreement and its schedule;
Product means MyMalekso Pty Ltd Platform and all features and products found within the platform as detailedin Schedule 1;
Terms means the terms and conditions of this Agreement. - 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 any thing 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.
- Definitions
- Acceptance
- This Agreement is between you and the Licensor, and governs the Products madeavailable to you.
- Upon:
- selecting the ‘Accept’ option;
- payment of the license fee for the Product at the point of purchasing the licence for the Product; or
- upon accessing the Product (logging in), you are granted a revocable, non-transferable, non-exclusive and limited licence (“Licence“) 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 Product.
- This Agreement entitles you to
- use the Product at your discretion on any computer or device.
- This Agreement does not permit the installation or download of any components ofthe Product, including the download of questionnaires, forms, algorithms or any other Product component.
- Limitations on transfer
You may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Products. - Limitations on use
You may not:- share the Licence, or contents of the Product, with others;
- copy, install or use the Product on any system with more than one computer; or
- permit the use, copying or installation of the Product by more than one user or on more than one computer.
unless you hold multiple, validly, licensed copies.
You may not: - decompile, “reverse engineer”, disassemble, or otherwise attempt to derive the source code for the Product;
- broadcast, transmit or otherwise display in a public forum or any venue not restricted to you, the Product or any part of the product
- post the Product or part of the Product on any website; or
- if you are an Advisor: use the Product for commercial purposes beyond the scope of using the product as part of the service you provide (Advisory services using the Product); or
- if you are a business owner or manager: use the Product for commercial purposes beyond the scope of using the Product for the purpose of what the Product has been developed for.
You may not modify the Product, create derivative works based upon the Product, or use the Product to develop any product having the same primary function as the Product.
You may not:
- modify the Product or create any derivative work of the Product or its accompanying documentation. Derivative works include but are not limited to translations; or
- alter any files or libraries in any portion of the Product.
You may not copy any part of the product except to the extent that the licensed use inherently demands the creation of a temporary copy stored in the computer memory and not permanently affixed on storage medium.
MyMalekso Pty Ltd or its subsidiaries, affiliates, and suppliers retain all rights, title and interest, including all copyright and intellectual property rights, in and to, the Product and all copies thereof.
- Provisions of the Competition and Consumer Act 2010 and other laws in force fromtime to time in Australia may imply guarantees, warranties, conditions, and impose obligations on MyMalekso Pty Ltd and its subsidiaries, affiliates, and suppliers (“ImpliedTerms“). If these Implied Terms apply, MyMalekso Pty Ltd’s liability will be limited at itsoption to resupply, repair or replacement of the Product or the cost of such resupply, repair or replacement, to the extent permitted by law.
- Unless otherwise explicitly agreed to in writing by MyMalekso Pty Ltd, subject to theImplied 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 ImpliedTerm.
Subject to any Implied Term, MyMalekso Pty Ltd, 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 Product, any software for the Product, any Advisory feedback provided as part of the Product, any advice given by Advisors engaged through the Product,any action you take as a result of interpreting any of the information or advice or content found within the Product or provided by Advisors engaged through the Product, or any support services for the Product, whether based on contract, tort, statute, or any other legal theory.
To the extent that the applicable jurisdiction limits MyMalekso Pty Ltd’s ability to disclaim any implied warranties, this disclaimer shall be effective to the maximum extent permitted.
You will indemnify MyMalekso Pty Ltd, 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 Product, including but not limited to, any Advisory feedback provided as part of the Product, any advice given by Advisors engaged through the Product, any action you take as a result of interpreting any of the information or advice or content found within the Product or provided by Advisors engaged through the Product, any modification by you of the Product which causes the Product to infringe the intellectual property rights of a third party. You take full responsibility for any actions, decisions you make because of using any of the MyMalekso Pty Ltd products and/or via any interpretations, assumptions You make as a result of using any of the MyMalekso Pty Ltd products and/or Advisor provided advice. MyMalekso Pty Ltd does not make any guarantees whatsoever that any improvements, successes, positive results to your business will be made to your business, or the employing entity for which You use MyMalekso Pty Ltd for, as a result of your use of the MyMalekso Pty Ltd products.
MyMalekso Pty Ltd 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 purchase the Licence for the Product or download the Product whichever is applicable.
Without prejudice to any other rights, MyMalekso Pty Ltd may terminate this Agreement immediately and without further notice if you fail to comply with the Terms of this Agreement. In such event, you must destroy all copies of the Product.
- Any provision of, or the application of any provision of this Agreement, which isprohibited 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 isvoid, 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 part in exercising, inpart 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 andsupersedes any previous understandings, commitments or agreements, oral or written.
- If a clause is void, illegal or unenforceable, it may be severed without affecting theenforceability of the other provisions in this Agreement.
- This Agreement shall be governed by and construed in accordance with the lawsof Queensland.
Executed as an Agreement on the date you signed up to the MyMalekso Pty Ltd platform or purchased any product from the MyMalekso Pty Ltd platform or commenced using the MyMalekso Pty Ltd platform as a result of an Advisor adding you to the platform or via any means by which your details were registered with the MyMalekso Pty Ltd platform.
SCHEDULE 1 PRODUCT
Name of Product: MyMalekso Platform
Details of Product: All components of the online advisory service platform found at www.mymalekso.com.au and all its subdomains including:
- Questionnaires
- Advisory reports
- Personal dashboard
- Advisor marketplace
- Various programs, both automated and Advisor driven
- Advisor marketplace