DBOSE Pty Ltd (“Loyali” or “Licensor” respectively) is the creator and owner of all rights in Loyali Mobile, a mobile loyalty and rewards application developed by DBOSE Pty Ltd. (the “Application”). Licensor is making the Application available to you pursuant to the terms of these Beta Terms and Conditions (this “Agreement”). This Agreement governs your access and use of the Application, and all code available through the Application. “You” or “Your” means a user of the Application, or as the parent or guardian of any minor whom you allow access to the Application.
THIS IS AN AGREEMENT FOR THE USE OF A BETA TEST OR PROOF OF CONCEPT (THE “POC”), AND AS SUCH LICENSOR DISCLAIMS ALL WARRANTIES IN RESPECT OF THE APPLICATION AND LIABILITY FOR USE OF THE APPLICATION.
1. Use of Application. During the term of this Agreement and subject to your compliance with the terms and conditions hereof, Licensor grants you a non-exclusive, non-transferable, non-sublicensable license to install and use the Application on an iOS or android mobile device for your test purposes. You may use the Application only during the limited time designated for this POC. You are prohibited from using the Application for any other purpose.
2. Ownership; Restrictions. The Application and all worldwide intellectual property rights subsisting therein are the exclusive property of Licensor. Licensor reserves all rights in and to the Application, and nothing herein shall be interpreted to grant any implied license to the foregoing except as expressly set forth herein. You shall not, nor shall you allow any third party to: (a) modify or create derivative works from the Application; (b) transfer, distribute, sublicense, lease, rent, loan or act as a service provider using the Application; (d) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Application; (e) circumvent any security or access control mechanism of the Application or (f) remove, obscure or alter Licensor’s copyright notices, trademarks or other proprietary rights notices affixed to or contained within the Application.
3. Ownership of Code. Licensor has all right, title and interest in, or the right to use, all code or other material comprising the Application. Licensor hereby grants you a license to use all such created code and other materials for the purposes of conducting the POC.
4. Feedback.You understand that Licensor is providing access to the Application on an evaluation basis, with the expectation of receiving feedback from you on the usage and effectiveness of the Application. Licensor shall have the right to use the feedback in any manner and or any purpose, all without notice to, payment of or consent from you.
5. Data. Licensor may use Google Analytics or similar tools to collect information concerning your use of the Application, including certain technical information concerning your computer, other device or operating system and will also collect registration information that you provide (all of the foregoing, “Data”). Except as provided hereunder, Licensor will not provide Data to any other third party. Licensor may use Data for internal research and development purposes, such as improving the Application. In addition, Licensor may aggregate such data across a number of users and /or platforms and/or may provide such Data or usage statistics to its commercial partners on terms determined by Licensor or use such Data to create marketing and promotional materials for provision to third parties, so long as such Data does not in and of itself identify any individual end user. Licensor may provide Data to its subcontractors (including subcontractors located in other countries), provided such subcontractors process such data on behalf of Licensor and are otherwise subject to standard confidentiality arrangements. Licensor may disclose Data as required by law or pursuant to a bona fide law enforcement investigation. Licensor may transfer all Data to any entity that purchase all or substantially all of Licensor’s assets or share capital, or merges with Licensor, or otherwise succeeds to Licensor’s business.
6. Personal Information. The term “Personal Information” in this Agreement refers to personally identifiable information of individual registrants of the Application. General references to “information” apply to all users. We receive and store information you knowingly enter in our information requests and in the Application, whether via computer, mobile phone, other wireless device, or that you provide to us in any other way. This information may include, without limitation, Personal Information such as your name, user name, email address, phone number, and location. The Personal Information you provide is used for such purposes as responding to your requests for certain information and services, customizing your experience, and communicating with you about the Application. If you provide us your email address, we may send you email communications. Beacons may also be used in some of our emails to let us know which emails (and which links within those emails) have been opened by recipients. This allows us to gauge the effectiveness of our customer communications. To opt out of receiving emails from us, please contact us at hello@loyaliapp.com
7. Termination. The term of this Agreement commences on the day that you accept its terms and continues until the earlier between: (1) termination of the POC, or (2) delivery to you of notice of termination of the POC by Loyali. Either party may terminate this Agreement at any time and for any reason by prior written notice to the other party. Licensor may terminate this Application with written notice if you have (or the institution providing you access to the Application has) breached this Agreement. Upon termination of this Agreement, you shall cease all use of the Application. Upon termination you may lose all access to any programs you have created.
8. Disclaimers. You acknowledge and agrees that the Application is a pre-release version, does not represent final product from Licensor, and may contain bugs, errors and other problems that could cause system failures and other damages to your mobile device or tablet. Consequently, the Application are provided “AS IS”. LICENSOR HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WITH REGARD TO THE APPLICATION, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. Licensor does not guarantee that it will make a commercial release of a version of the Application available. Licensor may modify the Application or any functionality included in the Application at any time. You must ensure that your program operates as desired. Licensee does not accept any responsibility for any actions taken by a robot programmed with the Application.
9. Limitation of Liability. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL, DIRECT, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THE APPLICATION OR THIS AGREEMENT. LICENSOR’S CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS LICENSEE PAID FOR USE OF THE APPLICATION. AS SUCH, IF LICENSEE HAS NOT MADE ANY PAYMENTS TO LICENSOR FOR THE USE OF THE APPLICATION, LICENSEE SHALL NOT BE ENTITLED TO ANY DAMAGES AS A RESULT OF THE APPLICATION OR ANY CLAIMS UNDER THIS AGREEMENT OR ANY ACTIONS OF ANY ROBOT PROGRAMMED WITH THE APPLICATION. LICENSEE AGREES THAT THIS IS A REASONABLE LIMITATION FOR THE COMPLIMENTARY USE OF THE APPLICATION.
10. Miscellaneous. This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all other agreements, understandings and communications, whether written or oral. All modifications, waivers and amendments of this Agreement must be in writing and signed by both parties. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Licensor may provide you with notices by providing you with email to the email address with which you registered to obtain access to the Application. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, such provision shall be interpreted to give maximum effect to its terms as possible under law, and the remaining provisions hereof shall be unaffected and continue in full force and effect. Licensee may not assign or delegate, directly or indirectly, any of its right or obligations under this Agreement without the prior written consent of Licensor, and any attempt to do so will be void and of no effect. This Agreement is subject to and governed by the laws of the State of New South Wales and for any litigation arising from or related to this Agreement, the parties hereby consent to the exclusive jurisdiction of and venue in the federal and state courts located in Sydney. Notwithstanding the foregoing, Licensor shall be entitled to seek equitable relief in any court of competent jurisdiction to prevent any threatened or ongoing breach of this Agreement.