1. Agreement

• These Terms of Service contain the terms and conditions that govern your use of and access to the Online Services.
• By accepting these Terms of Service, by browsing our Website or by otherwise using the Online Services, you acknowledge that you have read, understood and agree to be bound by these Terms of Use which, together with the Privacy Policy and Data Protection Agreement, govern our relationship with you in relation to the Online Services.
• If you are an individual entering into these Terms of Service on behalf of an entity, such as your employer, you represent that you have the legal authority to bind that entity.
• We reserve the right, at our discretion, to change these Terms of Use and our Privacy Policy and Data Protection Addendum by posting the revised versions on our Website. By continuing to use the Online Service you acknowledge that you have read and agree to the revised Terms of Use, Privacy Policy and Data Protection Addendum.

 

2. DEFINITIONS

In these Terms of Service unless the context requires otherwise:

• Acceptable Use Policy means our Acceptable Use Policy available at https://enboarder.com/acceptable-use/ as updated from time to time on the Website.
• Add-Ons means advanced functionality to support Enboarder which you may request under clause 5;
• Add-On Fees means the fees for the Add-Ons published on our Website;
• Applications means software programs provided by you that run on or run through the Subscription Environment;
• Content means all text, files, images, graphics, illustrations, information, data (including any personal information, audio, video, photographs and other content and material), in any format, provided by you that are uploaded, reside in, run on or run through, the Subscription Environment;
• Data Protection Addendum means our Data Protection Addendum available upon request, including the Standard Contractual Clauses as required under Article 28 of the EU General Data Protection Regulation 2016/679 and incorporated by reference into these Terms of Service.
• Data Protection Laws mean data protection laws of any EU country and to the extent applicable, the data protection or privacy laws of any other county.
• Documentation means material describing the functional processes, assumptions, specifications and principle operations of Enboarder which has been designated by us as the official documentation for Enboarder;
• Enboarder means the workflow platform that is comprised of the web-based authoring environment to create and monitor workflows, and the mobile-first screens that are delivered to manager(s) and employees which are part of the Service;
• Fees means the Subscription Fees and Add-On Fees;
• Initial Subscription Period means the period specified in clause 14(a) of these Terms of Service;
• Intellectual Property Rights means all intellectual property rights throughout the world including but not limited to the following rights:
  • • patents, copyright, rights in circuit layouts, designs, trade marks (including goodwill in those marks) and domain names and any right to have confidential information kept confidential;
    • any application or right to apply for registration of any of the rights referred to in paragraph (i); and
    • all rights of a similar nature to any of the rights in paragraphs (i) and (ii) which may subsist in Australia or elsewhere,

  whether or not such rights are registered or capable of being registered.

• Log-In Credentials means sign-in identification and password or other method of access we provide you to access the Service;
• Online Services means the Service and our Website;
• Payment Period means either monthly or annual payment of the Fees as selected by you at the time you Register for a Subscription;
• Privacy Policy means our privacy policy available at https://enboarder.com/privacy
• Service means the provision of access to the Software as an on-line service as described in the Documentation;
• Software means Enboarder, Software Upgrades and/or Add-Ons;
• Subscription means the right to access and use the Service during the Subscription Period;
• Subscription Environment refers to the combination of hardware and software components owned, licensed or managed by us from which the Service is provided by us to you;
• Subscription Fee means the monthly or annual fee for the Subscription published on our Website from time to time or otherwise communicated to you at the time you Register for a Subscription which you will pay in advance to us in accordance with clause 6;
• Subscription Period means the Initial Subscription Period plus any extensions to this period in accordance with clause 14(b);
• Software Upgrade means an update or upgrade to Enboarder which we make generally available to end-users of the Subscription;
• us, we and our means Enboard.Me Pty Ltd ACN 606 680 602;
• Website means www.enboarder.com ; and
• you and your refers to the entity that is using or accessing the Online Services.

 

3. Subscription

• Upon payment of the Subscription Fees in accordance with clause 6 and subject to your compliance with these Terms of Service, we grant you a right to access and use the Service for the duration of the Subscription Period.
• We reserve all rights not expressly granted to you in these Terms of Service.

 

4. Use of the service

• To receive the Service, you must:
  • use the Log-In Credentials;
  • for the duration of the Subscription Period and any additional period required to allow us to perform our obligations under clause 14(g)(ii), provide us with access to and a right to use, process, and transmit your Content and your Applications for the purposes of providing the Service and for any other purposes specified in these Terms of Service; and
  • follow any operating procedures and use any software as may be specified in the Documentation or as may be notified by us from time to time.
• It is a condition of your Subscription that you comply at all times with our Acceptable Use Policy.
• You acknowledge that you are responsible for all hardware, software and telecommunications services used to access and use the Service.

 

5. add-ons

You may during the Subscription Period request the provision of Add-Ons to be included as part of the Subscription. If the request for Add-Ons is agreed by us, you will pay us the Add-On Fees at the times set out in clause 6. The terms of these Terms of Service will govern your use and access of such Add-Ons.

6. Fees and payment

6.1 Fees

• The Subscription Fees and Add-On Fees will be payable by you at the time you Register for a Subscription and on the first day of each subsequent Payment Period.
• Where the Payment Period is annual, we will issue an electronic tax invoice upon registration and then prior to the end of each Payment Period. You must pay each invoice before the commencement of the Payment Period to which the invoice relates.
• For payments, on the due date for payment we will charge the Fees and any applicable Taxes to your credit card and issue an electronic receipt.

 

6.2 Taxes

• All Fees are exclusive of all taxes, duties, imposts, charges, withholdings, rates, levies or other governmental impositions of whatever nature and by whatever authority imposed, assessed or charged (Taxes).
• You will be liable for and must pay all applicable Taxes.

 

6.3 Credit card information

• For monthly payments, you must authorise the credit card account you provide to us at the time you Register for a Subscription to pay the amounts described in this clause 7 and you authorise us to charge those amounts to that credit card account.
• You must provide updated information regarding your credit card account upon request and any time the credit information earlier provided is no longer current or valid.

 

7. ownership and restrictions

• We retain all Intellectual Property Rights in our Website, Software and Documentation and anything that may be developed by us under or in connection with these Terms of Service.
• Subject to the right to use your Content and Applications in clause 4(a)(ii), you and your licensors retain all Intellectual Property Rights in, and to, your Content and your Applications.
• Unless specifically authorised in the Documentation or by us in writing, you must not:
  • attempt to download the Software;
  • modify or alter the Software or Documentation;
  • remove any patent, copyright, trademark or other Intellectual Property Rights notices that may appear on any part of the Software, Documentation or Website;
  • display or use in any manner any trademarks owned by us or any other person;
  • create derivative works based on or from the Software, Documentation or Website;
  • provide, or make the Service, the Software or Documentation, available in any manner to a third party;
  • except as permitted under clause 8.2, provide, or make our Website, available in any manner to a third party;
  • transfer, sublicense, assign, rent, lease, lend, sell, distribute, copy, translate, time-share, or electronically transmit the Software or Documentation;
  • use the Software or Documentation in any way that will infringe our Intellectual Property Rights or the Intellectual Property Rights of any other person; or
  • reverse engineer, de-encrypt, decompile, disassemble, or attempt to derive the source code of the Software.

 

8. Links and tools

8.1 Linked Sites

• Our Website may contain links to other websites including, without limitation, social networking, blogging and other similar sites (Linked Sites).
• The Linked Sites are provided for your convenience only and it is your responsibility to make your own decisions about the currency, completeness, accuracy, reliability and suitability of information contained in the Linked Sites.
• We do not endorse, verify, represent or take any responsibility for the content of the Linked Sites.
• You acknowledge that the Linked Sites may have different terms of use and privacy policies and your use of the Linked Sites is governed by such Third Party Site terms of use and privacy policy.

 

8.2 Link to our Website

• You may include a link to our Website, but permission is restricted to making a link without any alteration of the relevant Website contents. Permission is not granted to reproduce, frame or reformat the files, pages, images, information and materials
  from our Website on any other website unless express prior written permission has been obtained from us.
• In no event are you permitted to use our Website to sell a product or service, or to increase traffic to your website for commercial reasons, such as advertising sales.
• We reserve the right to prevent linking to our Website at any time.

 

8.3 Third party tools

• We may provide the use of third party tools on our Website or in connection with your use of the Service (such as for form capture). Such tools are provided “as is” and without warranty of any kind.

 

9. Data Processing

• We agree to process personal data only in accordance with relevant Data Protection Laws.
• The Data Protection Addendum represents the entire understanding of the parties relating to necessary legal protections arising out of their data controller / processor relationship under the Data Protection Laws.

 

10. services analyses

We may:

• compile statistical and other information related to the performance, operation and use of the Online Services; and
• use any of your data from the Subscription Environment in an aggregated form for security and operations management, to create statistical analyses, and for research and development purposes.

 

11. Security, viruses, errors and availability

• You acknowledge that:
  • the internet is an insecure public network which means there are risks that information sent to or from the Online Services may be intercepted, corrupted or modified by third parties; and
  • files obtained from or through the Online Services may contain computer viruses, disabling codes, worms or other devices or defects.
• You bear the risks and responsibility for any loss or damage caused, directly or indirectly, by the risks described in clause 11(a), and we accept no liability for any interference with, or damage to, your computer system, device, software or data occurring in connection with your access or use of the Online Services.

 

12. warranties, Disclaimers and exclusive remedies

• No representation or warranty (express or implied) is made as to the currency, completeness, accuracy, reliability, suitability, and / or availability of any information on our Website.
• Subject to clauses 12(c), 12(d) and 12(e), we warrant that the Service will operate in accordance with the applicable Documentation.
• If the Service (including the functionality of the Software) fails to operate in reasonable accordance with the applicable Documentation during the Subscription Period and you notify us of this failure within the first 3 months of the start of the Subscription Period, we will:
  • at our cost, correct the failure in the Service; or
  • if we are unable to correct the failure in a commercially reasonable manner, you may terminate these Terms of Service and recover the Subscription Fees paid by you that are attributable to the failed Service.
• The warranty in clause 12(b) will not apply if the failure of the Service resulted from improper use or a defect in or failure of any device, communications link or software used to access the Service.
• Notwithstanding any other clause in these Terms of Service:
  • the Documentation is provided as is and without any warranties;
  • we do not warrant that the Service will perform error-free or uninterrupted or that we will correct all errors; and
  • to the extent not prohibited by applicable law:
    • the warranty in clause 12(b) is exclusive and there are no other express or implied warranties including, but not limited to, warranties of merchantability or fitness for a particular purpose; and
    • if we breach the warranty in clause 12(b), your exclusive remedy and our entire liability for breach of this warranty will be the remedy set out in clause 12(c).

 

13. Limitation of liability

• To the extent permitted by applicable law, in no event will we be liable for:
  • any loss incurred arising out of accessing, downloading, using or relaying any information on our Website;
  • loss of your Content;
  • loss of your Applications;
  • loss of profits;
  • loss of data;
  • loss of your ability to use data;
  • business interruption;
  • loss arising out of, or related to, your access or use of, or inability to access or use, the Service or the Documentation; or
  • any incidental, special, indirect, pecuniary or consequential loss, however caused, regardless of the nature of liability (contract, tort or otherwise) and even if we have been advised of the possibility of such loss or business interruption.
• To the extent permitted by applicable law, but subject to the exclusive remedy in clause 12(e)(iv)(B), our aggregate liability for any damages or loss arising out of or in connection with the Software and your use of the Service, whether in contract, tort or otherwise, will not exceed on any date an amount equal to the Fees actually paid by you to us for the Service in the 12 month period immediately preceding that date.

 

14. Subscription period and termination

• Unless earlier terminated in accordance with these Terms of Service, the Initial Subscription Period will commence on the date you Register for a Subscription and end 12 months after that date.
• The Initial Subscription Period will automatically renew for additional periods of 12 months, unless a party provides written notice to the other party of its intention not to renew at least thirty (30) days prior to expiration of the Initial Subscription Period or any subsequent 12-month period, as appropriate.
• Without limiting any other right or remedy we may have against you arising out of or in connection with these Terms of Service, we may, at our option, terminate your Subscription with immediate effect by giving you prior written notice if:
  • You fail to comply with our Acceptable Use Policy when accessing or using the Service;
  • you commit a material breach of any terms in these Terms of Service where that breach is not capable of remedy; or
  • you breach any other provision of these Terms of Service and fail to remedy that breach within 14 days after receiving notice requiring you to do so.
• Without limiting clause 14(c), we may terminate your Subscription for any reason by providing no less than 30 days’ prior written notice to you.
• If your Subscription is terminated under clause 14(c), we will not be liable and you will not be entitled to any refund of any part of the Fees previously paid.
• If your Subscription is terminated under clause 14(d), we will refund to you a pro-rated portion of the Fees previously paid for the terminated agreement taking into account the unexpired Subscription Period for which the Fees were paid.
• Upon termination of your Subscription:
  • you must not access or use, or attempt to access or use the Service, Software or Documentation; and
  • we must return all your Content and your Applications in its possession or, if directed by you, destroy your Content and your Applications which reside in the Subscription Environment.

 

15. Audit

• Upon 14 days’ prior written notice, we may audit your use of the Service.
• During the conduct of the audit, you must, at your own cost:
  • cooperate with our auditors; and
  • provide reasonable assistance and access to any information required by the auditor.
• You must, within 30 days of written notification, pay any additional fees (calculated at our rates at the time of the audit) that are applicable to your use of the Service in excess of your rights under these Terms of Service which may be discovered during our audit.

 

16. General

• Assignment and novation: You may not assign these Terms of Service or give or transfer the Software, Documentation or an interest in them to another individual or entity.
• Entire agreement: These Terms of Service, together with the Privacy Policy, constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.
• Severability: If any part of these Terms of Service is void or unenforceable, it is severed and will be deemed to be omitted to the extent that it is void or unenforceable, and the remainder of these Terms of Service will remain in full force and effect.
• Waiver: A waiver by either party in respect of a breach of a term of these Terms of Service by the other party will not be taken to be a waiver in respect of any other breach. The failure to enforce any term of these Terms of Service will not be interpreted as a waiver of that term.
• Governing law and jurisdiction: These Terms of Service and the Privacy Policy is governed by and will be construed in accordance with the laws of the State of New South Wales, Australia, and each party agrees to submit to the non-exclusive jurisdiction of the courts in that State.