End User Licence Agreement

Aperim Pty Ltd (ABN 46150699737; ACN 150699737) is incorporated in New South Wales, Australia and operates the aicial brand. In this EULA, “aicial” refers to that brand; “we”, “us” and “our” refer to Aperim Pty Ltd; and “you” refers to the person or organisation that installs or uses a Component, including, where a customer authorises an individual to use aicial’s services on its behalf, that individual.

This End User Licence Agreement (“EULA”) governs your installation and use of any installable aicial software component we make available, such as a browser extension or a desktop or background agent (each, a “Component”). It applies only to a Component itself — it does not apply to our website or to an aicial service generally, which our Terms of Service govern.

We do not currently make a Component available. This EULA takes effect, and applies to you, from the point we make a Component available and you install or use it.

This EULA works alongside, and does not replace, the Privacy Policy and the Terms of Service or, where your use of aicial’s services is governed by a Master Subscription and Services Agreement (“MSA”), that MSA. Each continues to apply to your account and your use of aicial’s services generally. Capitalised terms not defined in this EULA have the meaning given in the Terms of Service or, where applicable, that MSA.

Subject to your compliance with this EULA, and for as long as an active aicial account is held by you or by the customer that authorised you, we grant you a limited, non-exclusive, non-transferable and revocable licence to install and use a Component for its intended purpose.

This licence is personal to you and subject to the restrictions in section 3.

You must not, and must not permit or assist anyone else to:

• reverse-engineer, decompile or disassemble a Component, except to the extent applicable law makes such a restriction unenforceable;
• redistribute, sublicense, rent, lease, resell or otherwise make a Component available to a third party; or
• remove, obscure or alter a proprietary, copyright or trademark notice on or within a Component.

Your use of a Component also remains subject to our Acceptable Use Policy.

We and our licensors retain all right, title and interest in and to a Component, including all intellectual property rights in its software, design and content. This EULA grants you only the licence described in section 2 — a right to use a Component. It does not transfer any ownership of a Component to you.

Nothing in this EULA affects your ownership of your own content and data, which continues to be governed by the Terms of Service and the Privacy Policy.

We may update a Component from time to time, including automatically and without prior notice, to maintain its security, compatibility or functionality. An update may add, change or remove a feature. Where we reasonably expect an update to materially reduce a Component’s core functionality, we will give you reasonable notice where practicable.

This EULA continues to apply to a Component as updated, unless we publish a new version of this EULA together with the update.

A Component’s collection and use of personal information will be governed by our Privacy Policy, which we will update to cover a Component before we make one available.

Where a Component is a browser extension, it requests only the browser permissions it needs for its stated function. We explain what those permissions are, and why we need them, at the point you install the extension.

The licence in section 2 starts when you install or first use a Component and continues for as long as an active aicial account is held by you or by the customer that authorised you, unless it ends earlier under this section.

This licence ends automatically, without notice, if the aicial account held by you or by the customer that authorised you is terminated, or if you breach this EULA. We may also suspend or terminate your licence to use a Component on the same basis, and following the same process where practicable, as suspension or termination of a service under the Terms of Service or, where applicable, that MSA.

When this licence ends, you must stop using and uninstall a Component. Sections 3, 4, 8, 9, 10 and 11 of this EULA, and any other section that by its nature should continue, survive termination of this licence.

Where you acquire a Component as a consumer within the meaning of the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)), it comes with guarantees that cannot be excluded, including that we will supply it with due care and skill and that it will be reasonably fit for any purpose you made known to us. Nothing in this EULA excludes, restricts or modifies those guarantees, or any other right you have under law that cannot lawfully be excluded.

Beyond those guarantees and any other non-excludable right, we provide a Component on an “as is” and “as available” basis and make no other warranty, express or implied. We do not warrant that a Component will be uninterrupted, error-free, or compatible with every device, browser or operating system.

To the maximum extent the law allows, and subject to the guarantees and rights preserved in section 8, neither of us is liable to the other for indirect, consequential or special loss, or for loss of profits, revenue, goodwill or anticipated savings, arising out of or in connection with this EULA or a Component, even if advised of the possibility of that loss.

To the maximum extent the law allows, and subject to the same guarantees and rights, each of our total liability arising out of or in connection with this EULA or a Component, whether in contract, tort (including negligence), under statute or otherwise, is limited on the same basis, and to the same amount, as the limitation of liability in section 14 of the Terms of Service or, where an MSA governs your use of aicial’s services, section 8 of that MSA. That limit applies once across this EULA and whichever of the Terms of Service or that MSA governs you — it is not a separate, additional limit for each document.

This section does not limit either party’s liability for death or personal injury caused by negligence, for fraud, or for anything else the law does not allow to be limited or excluded, and does not limit either party’s liability for a breach of section 3 (licence restrictions) or an infringement of the rights described in section 4 (intellectual property), or, in your case, for a breach of the Acceptable Use Policy.

A Component may be subject to Australian and other applicable export control and sanctions laws. You must not install, use or make a Component available in violation of those laws, including if you are located in, or a Component would be made available in or to, a country, region, entity or person subject to an applicable sanctions regime.

Our Export Control and Sanctions Compliance Notice sets out this obligation, and your related obligations, in more detail. It applies to a Component in the same way it applies to aicial’s services generally, and neither document limits the other.

This EULA is governed by the law of New South Wales, Australia.

Section 16 (Dispute resolution) of our Terms of Service — our binding arbitration clause, administered by the Australian Centre for International Commercial Arbitration (ACICA) and seated in Sydney, New South Wales — applies to a dispute arising out of or in connection with this EULA, as if set out in full in this EULA. We do not repeat that section’s terms here. For a non-binding, plain-language summary, see our dispute resolution explainer.

Nothing in this section limits either party’s non-waivable statutory rights, or either party’s right to seek urgent injunctive relief in a court of competent jurisdiction to protect its intellectual property pending resolution of a dispute under section 16 of the Terms of Service.

We may update this EULA to reflect changes to a Component, our practices or the law. The version, effective date and last-reviewed date shown at the top identify the current EULA. We publish an updated EULA on our website and, where a change is material, provide additional notice through a Component or by email before it takes effect.

Continuing to use a Component after an update takes effect means you accept the updated EULA. If you do not agree with an update, stop using and uninstall the Component.

For questions about this EULA, contact:

Aperim Pty Ltd, which operates the aicial brand
ABN 46150699737
ACN 150699737
New South Wales, Australia
Email: legal@aicial.com