End User License Agreement

1. Definitions

a. “You”, “Your” refers to an Organization or User, individual, agent, sub-contractor or 3rd party who works for an Organization who has signed a License Agreement which entitles them to use, access and benefit from the Franchise Cloud Solution software

b. “We”, “Us”, “Our” refers to Franchise Cloud Solutions Pty Ltd

c. “Solution”, “Service”, “Software” refers to the Franchise Management software platform and associated support services provided by Us; or by our 3rd party vendors and partners such as Salesforce.com

2. General

a. You will not, and will not permit any third party to, (i) use any username/password combination on your behalf, (ii) disclose any username/password combination to any 3rd party, (iii) except as expressly authorized by law, (A) reverse engineer, disassemble, decompile, translate, reconstruct, transform or extract any Solution or any portion of the Solution, or (B) change, modify or otherwise alter any Solution, (iv) publish, resell, distribute, broadcast, transmit, communicate, transfer, pledge, rent, share or sublicense any Solution, (v) grant any third party access to or use of any Solution on a service bureau, timesharing, subscription service or application service provider or other similar basis, (vi) test or benchmark, or disclose or publish testing or benchmark results, for any Solution without Our prior written consent, or (vii) defeat or circumvent, attempt to defeat or circumvent, or authorize or assist any third party in defeating or circumventing controls on the Solution or use of copies of any Solution which includes but is not limited to those items outlined in 2.a.

b. We reserve all rights in the Solution not expressly granted by this Agreement. All copyrights, trademarks and other conceivable intellectual property rights in and to the Solution (including, but not limited to, know-how and other data files, images appearing in the Solution and screen displays as well as any and all documentation relating to the Solution) are owned by Us or Our licensors, and are protected by Australian and foreign copyright laws, international treaties and other applicable laws.

c. Any trade names, trademarks, service marks, logos, domain names or other distinctive brand features used with, on or relating to any third party products or services including Third Party Materials available on or through a Solution are the property of the third party providers or their respective licensors.

d. You agree to:

i. use the Service and Software strictly in accordance with all applicable laws including any privacy and disclosure laws

ii. use the Service and Software in accordance with Our advice and guidelines

iii. ensure all other persons using Our Service and Software acting with, or on your behalf will abide strictly in accordance with all applicable laws and use the software in accordance with Our guidelines

iv. keep safe your online username and password and will not disclose it to others

v. not hold us liable for any loss or damage suffered by you as the result of a 3rd party using your login name and password

vi. Ensure that any information provided to us by you is true, correct and complete and, if you become aware of any changes to that information (including, without limitation, any data utilized when using the Software or Service), agree to notify us promptly of the change. You also agree that you have the authority to provide this information including the information of your customers as applicable

vii. accept full responsibility for your use of the Software and Service, including without limitation the correctness and accuracy of any information or data about your personnel and/or business utilized by you when using the Software and Service

viii. When accessing the Software, Service or Support you will not do or attempt to do any of the following:

1. Gain unauthorized access to any part of the Software or Service or any other system, network or server connected to the Service, or any content, information, material or documentation contained thereon, including by hacking or any other means;

2. Use the Service to obtain, trace or exploit the personal information of any user or Customer of the Service gained via unauthorized access;

3. Breach or circumvent any security or authentication measures in place by the Software or Service or any other system, network or server connected to the Software or Service.

4. Use any software, process or other means to interfere with the working of the Service in any way.

5. This clause survives the termination of this Agreement.

3. Grant of license

a. You are granted a non-exclusive, non-transferrable license to use The Service provided that all payments of amounts due and payable to us under your License Agreement with us and our 3rd party partners remain up to date.

b. This Agreement grants you the right to use The Service only for its intended purpose.

4. Reservation of rights and ownership

a. We reserve all rights not expressly granted to you in this EULA. The Solution is protected by copyright and other intellectual property laws and treaties. We or our suppliers own the title, copyright, and other intellectual property rights in the Solution. The Solutions is made available for your use in return for a fee, the Solution is not sold. This EULA does not grant you any rights to trademarks or service marks of Ours.

b. This clause survives the termination of this Agreement.

5. Security & Use of the Service

a. You are responsible to maintain the confidentiality of your organizations, users and password/s and shall be responsible for all uses via your registration and/or logins, whether authorized or unauthorized by you. You agree to immediately notify Us of any unauthorized use or your registration, user account or password.

b. Use of the Service should be for lawful purposes only. The Service must not be used to:

i. Publish, promote, send or receive any material which could be deemed harmful, offensive or illegal

ii. Collect or distribute any personal data about other users without their consent

iii. Upload any files that could cause damage to the site or to another’s computer

iv. Participate in any fraudulent activities.

6. Intellectual property

a. You agree and acknowledge that at all times, all rights, title, and interests in and ownership of the Solution (including any updates, new releases and/or customisations that may be made available to you from time to time) remain with us even if such customizations or enhancements are made at your request or funded by You

b. You agree that any Intellectual Property associated with such customizations or enhancements immediately vests with Us and ownership of these customizations or enhancements remains with Us in perpetuity

c. We grant you a non-terminable license to access and use any customised components designed specifically for your business while you continue to subscribe to the Service

d. This clause survives the termination of this Agreement.

7. Liability and indemnity

a. Liability for loss or damage – Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by any legislation which cannot lawfully be excluded or limited. This may include Local Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances.

b. If any guarantee, warranty, term or condition is implied or imposed in relation to this Agreement under Local Consumer Law or any other applicable legislation and cannot be excluded (a ‘Non-Excludable Provision’), and we are able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for breach of the Non-Excludable Provision is limited to, at our option, the supplying of the services again, or the payment of the cost of having the services supplied again.

c. Subject to our obligations under the Non-Excludable Provisions and to the maximum extent permitted by law, our maximum aggregate liability for all claims under or relating to this Agreement or its subject matter, whether in contract, tort (including without limitation negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis, is limited to an amount equal to the fees paid by you under this Agreement in the 1 month period preceding any initial claim. We are not liable for loss incurred by your end customer. In calculating our aggregate liability under this clause, the parties must include any amounts paid or the value of any goods or services replaced, repaired or supplied by us for a breach of any Non-Excludable Provision.

d. Subject to our obligations under the Non-Excludable Provisions and to the maximum extent permitted by law, we are not liable for, and no measure of damages will, under any circumstances, include (i) special, indirect, consequential, incidental or punitive damages; or (ii) damages for loss of profits, revenue, goodwill, anticipated savings or loss or corruption of data; whether in contract, tort (including negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis, whether or not such loss or damage was foreseeable and even if we were advised of the possibility of the loss or damage.

e. Release and indemnity. You release and indemnify us against all actions, claims and demands (including the cost of defending or settling any action, claim or demand) which may be instituted against us arising out of any act or omission on your part, including but not limited to a failure by you to comply with your obligations under this Agreement.

f. This clause survives the termination of this Agreement.

8. Warranty and Suitability

a. We and/or our affiliates make no representations about the suitability of the Solution for any purpose. This software is provided by Us “as is” and any express or implied warranties, including, but not limited to, the implied warranties or merchantability and fitness for a particular purpose are disclaimed.

9. Confidentiality

a. All confidential information that you may access as a result of your use of the Solution, including without limitation to computer programs, applications and software (including source code), intellectual property, data, trade secrets, ideas, designs, know-how, concepts whether in writing or otherwise, remains our property.

b. You agree not to use our confidential information other than for the purpose of using the Service.

c. You further acknowledge that we may suspend, disconnect or terminate your access to the Service or our Support immediately in the event that you use our confidential information other than for the purpose of using the Service or Software, and indemnify us on a full indemnity basis against any loss or damage we may suffer as a result of you breaching this obligation.

d. This clause survives the termination of this Agreement.

10. Use of information and consent

a. In order to provide the Service we require certain information about You, your business, personnel and / or customers. If you do not provide this information we may not be able to provide some or all of our services. All such information which we collect is kept confidential to the best of our ability, although we do not guarantee its security.

b. You understand that this information must be provided by you on behalf of your customers in order to use the Software or Service and you confirm that you have permission to share this information with Us for the purpose of providing the Software and Services to you.

c. We may use the information we hold about you and may exchange information with our agents, representatives, or contractors, and as required by law for the purposes of carrying out our business or offering similar services to you.

11. Severability

a. Any provision found to be unenforceable by a court or tribunal will be severed from this Agreement. Such severance will be as narrow as possible and may not affect the remainder of this Agreement in such action and other actions, unless the court or tribunal also finds, on the request by you that without such provision as originally written, the Agreement is not likely to meet the reasonably commercial expectations of us or you and in such case, the court or tribunal will enter an equitable judgment of rescission, termination or reformation of this Agreement as necessary to reach an equitable result.

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