Nifty Accreditor End User Licence Agreement

1. Applicability and Deemed Acceptance

1. This EULA applies to any End Users of the Solutions. You agree to, and will be deemed to have accepted, this EULA when you access the Solutions.

2. By accessing the Solutions, you irrevocably consent to the terms of this EULA and represent and warrant that you will comply with the scope and restrictions of this End User Licence to the Solutions provided under this EULA. If you do not accept this EULA, you must not access, use or otherwise view the Solutions.

3. This EULA commences on the date the Solutions are provided to you and will end when written notice is provided to you.

2. Use of Licensed Materials

2.1. Grant of Licence

1. You are granted a revocable, worldwide, royalty-free licence to use the Solutions for the Purpose.

2. You must only use the Licenced Materials:

   1. in accordance with the limitations of the Purpose;

   2. in a manner that is consistent and compliant with clause 2.2; and

   3. in compliance with any other restrictions notified to you in writing by the Licensee or the Provider from time to time.

2.2. Restrictions on Licence

Except in accordance with clause 2.1(b), you must not, without prior written approval from the Licensee or the Provider in their absolute discretion:

1. upload sensitive information or commercial secrets to the Platform, except for information necessary for the purposes of accreditation, provided that the Client ensures such information is uploaded in compliance with all applicable privacy laws and the terms of this Agreement;

2. upload any harmful, discriminatory, defamatory, maliciously false implications, offensive, explicit, inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material to the Solution;

3. upload any material that is owned or copyrighted by a third party without the prior written consent of that third party;

4. make copies of the Solution;
5. adapt, modify or tamper in any way with the Solution;

6. remove or alter any copyright, trade mark or other notice on or forming part of the Solution;

7. create derivative works from, translate or reproduce the Solution;

8. publish or otherwise communicate the Solution to the public, including by making it available online or sharing it with third parties;

9. sell, loan, transfer, sub-licence, hire or otherwise dispose of the Solution to any third party;

10. decompile or reverse engineer the Solution or any part of it, or otherwise attempt to derive its source code;

11. attempt to circumvent any technological protection mechanism or other security feature of the Solution;

12. permit any person to use or access the Solution;

13. intimidate, harass, impersonate, stalk, threaten, bully or endanger any other user of the Solution or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Solution;

14. share your Solution account information with any other person and that any use of your account by any other person is strictly prohibited. You, must immediately notify the Provider of any unauthorised use of your account, password or email, or any other breach or potential breach of the Solution’s security;

15. use the Solution for any purpose other than for the purpose for which it was designed, such as not using the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity; nor

16. act in any way that may harm the Provider’s reputation or that of associated or interested parties or do anything at all contrary to the interests of the Provider or the Solution.

2.3. Limitations of Solution

The Provider does not guarantee, and make no warranties, to the extent permitted by law, that:

1. the Solutions will be free from errors or defects;
2. the Solutions will be accessible or available at all times; or
3. any information provided through the Solutions is accurate or true.

3. Disclaimers

1. The Provider does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Solutions.

2. You must take your own precautions to ensure that the process which you employ for accessing the Solutions does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

3. To the maximum extent permitted by applicable law, we limit all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Solutions to $100 (AUD) in aggregate. This includes the transmission of any computer virus.

4. You indemnify the Provider and its employees, agents and contractors (Personnel) in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with, your use of the Solutions or breach of this EULA (or both, as the case may be).

5. You acknowledge and agree that the Provider will have no liability for any act or omission by you which results in or contributes to damage, loss or expense suffered by you or another user in connection with the use of the Solutions and indemnify the Provider for any such damage, loss or expense.

6. All express or implied representations and warranties given by the Provider or its Personnel are, to the maximum extent permitted by applicable law, excluded. Where any law implies a condition, warranty or guarantee into this EULA which may not lawfully be excluded, then to the maximum extent permitted by applicable law, our (and our Personnel’s) liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:

   1. in the case of goods, their replacement or the supply of equivalent goods or their repair; and

   2. in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.

7. To the maximum extent permitted under applicable law, including the Competition and Consumer Act 2010 (Cth), under no circumstances will the Provider or its Personnel be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Solutions, this EULA or their subject matter.

4. Termination

4.1. Automatic Termination

This agreement will be automatically terminated, and your licence to the Solutions will be immediately revoked, if the Head Agreement expires or is terminated.

4.2. Termination by Service Provider or Licensee

The Provider or the Licensee (or both) may terminate this agreement immediately by notice to you (as an individual user, without terminating the Head Agreement) if:

1. you are in breach of any term of this agreement and have failed to remedy the breach within 10 Business Days after the notice; or

2. you commit, or the Provider or the Licensee reasonably suspects that you may commit, any breach of this agreement including, without limitation, clause 2.

4.3. Effect of Expiry or Termination

1. In the event of expiry or termination of this EULA, you must:

   1. immediately cease using the Solutions; and

   2. remove the Solutions from all materials in your care, custody or control that feature the Solutions, and, if the Solutions cannot be removed, then at the Provider’s option, return or destroy all such material.

2. Termination of this agreement will not affect any rights accruing to either party to the date of termination nor any obligation performed to the date of termination or any obligation which expressly or impliedly survives termination of this agreement.

4.4. Your Data on Termination

You are solely responsible for removing any information you store in the Solution prior to termination of this agreement. The Provider will not be liable to you for any loss of your or any other user’s data or information upon termination of this agreement.

5. General

5.1. Governing Law and Jurisdiction

This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

5.2. Waiver

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

5.3. Further Acts and Documents

Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this agreement.

5.4. Assignment

You can’t assign, novate or otherwise transfer your rights or obligations under this agreement without the Provider’s prior consent.

5.5. Entire Agreement

This agreement embodies the entire agreement between the parties and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.