EULA

The pmo365 Solution is owned and operated by EPM Partners Pty Ltd as trustee for EPM Partners Unit Trust (ACN 131 085 286) (“Provider”). This End User Licence Agreement (“EULA”) governs access to and use of the Solution by you, the individual using the Solution, and any legal entity on whose behalf you are acting. By clicking “I agree” (or a similar button) that is presented to you in relation to this EULA, or by using or accessing the Solution, you indicate your assent to be bound by this EULA. We may update this EULA from time to time, and your continued use of the Solution constitutes acceptance by you of any updates.

1. Definitions

In this EULA the following words and phrases shall have the following meanings, unless the context otherwise requires:

(a) “Account” means an account to access and use the Solution;

(b) “Solution” means the pmo365 Solution made available by the Provider to you;

(c) “Service” means the provision of the Solution and any services described therein or any other services that we may provide to you from time to time;

(d) “us” means the Provider and ‘we’ or ‘our’ shall be interpreted accordingly;

(e) “you” means the person or entity that accesses the Solution and ‘your’ shall be interpreted accordingly.

2. Licence

(a) Your use of the Solution is by non-exclusive, revocable, non-transferrable, non-assignable or sublicensable licence granted by the Provider strictly in accordance with this EULA.

(b) You acknowledge and agree with the Provider that you will not, as a result of being granted a non-exclusive licence, acquire any rights (including without limitation intellectual property rights) in the Solution other than the non-exclusive rights granted in accordance with this EULA.

3. Account

(a) In order to use the Solution, you will need to create an Account (either by creating one on the Solution or using a Microsoft 365 sign-on feature (or similar feature) to link your credentials to an Account which will be assigned permissions).

(b) You must not permit any third party to access your Account.

(c) You are responsible for the security of your username and password and we will assume that anyone using your Account is authorised to do so by you and you are responsible for their actions.

4. System Integrity & User Conduct

You acknowledge and agree that you must not use the Solution to:

(a) impersonate or otherwise misrepresent your identity or affiliation with any other person or entity;

(b) input, upload, post, disclose or transmit any material that is defamatory, obscene, indecent, lewd, violent, abusive, insulting, threatening, harassing or misleading or deceptive;

(c) input, upload, post, disclose or transmit any material which is subject to intellectual property rights of the Provider or any third party or breaches any duty of confidence or contractual obligation owed to the Provider or any third party;

(d) input, upload, post, disclose or transmit any material that is unlawful or violates any law;

(e) send junk, obscene, indecent, offensive or threatening electronic mail or electronic mail in contravention of the Spam Act 2003 (Cth) to any person or company;

(f) download and store electronically, reproduce, transmit, display, copy, distribute or use the Solution or any materials contained in the Solution;

(g) upload any files that contain viruses, trojan horses, worms, time bombs, corrupted files or any other similar software or programs that may damage the operation of the Solution or another’s computer or property of another;

(h) sub-license, rent, lease, transfer or attempt to assign the rights in the Solution or the Solution to any other person and any dealing in contravention of this sub-clause shall be ineffective;

(i) falsify or delete any attributions, legends, or other proprietary designations of origin or source of any content of the Solution;

(j) conduct, display, or forward surveys, contests, pyramid schemes, or chain letters;

(k) interfere with or disrupt the Solution or servers or networks connected to the Solution, or disobey any requirements, procedures, policies, or regulations of networks connected to the Solution;

(l) attempt to gain unauthorised access to the Solution or computer systems or networks connected to the Solution through any means;

(m) commit forgery (or attempted forgery), harass any individual, or harm minors in any way;

(n) collect, store, input, upload, post, disclose or transmit personal information or data about others, including, without limitation email addresses;

(o) contravene or breach any applicable state, Commonwealth or international law, convention or regulation.

You acknowledge and agree that you must not:

(a) use the Solution for any purpose other than the purpose for which it was designed and intended;

(b) use the Solution to attempt to gain access to data that you do not have permission to access or otherwise circumvent the security and account management protocols (this includes URL fishing);

(c) commit or permit any act which may interfere with the use of the Solution by any other user;

(d) tamper with, hinder the operation of or make unauthorised modifications to the Solution or any part thereof (unless otherwise permitted by the Provider);

(e) damage or modify the Solution or any part thereof (unless otherwise permitted by the Provider);

(f) directly or indirectly copy, reproduce, share, republish, frame, download, transmit, distribute, sell, reverse engineer, decompile, translate, alter, modify, disassemble or otherwise attempt to discover the source code, object code, underlying structure or database schema, ideas, know-how or algorithms relevant to the Solution or any software, documentation or data related to the Solution;

(g) create derivative works based on the Solution; and

(h) make any alteration to the Solution (unless otherwise permitted by the Provider).

5. Intellectual Property Rights

(a) The Solution is protected by intellectual property rights. You acknowledge that the Provider is the owner of these rights.

(b) You acknowledge and agree that no right, title or interest in any of the intellectual property rights in the Solution is transferred or granted to you, other than the rights granted expressly by this EULA.

(c) Any data inputted into the Solution by you is deemed to be the property of our Client who pays fees to us in order for you to be permitted to access the Solution.

6. Warranties

(a) You warrant to us that at the time of using the Solution, you were not relying on any representation made by us in respect of the Solution.

(b) Except as expressly provided to the contrary, and to the extent permitted by law, we make no representations or warranties of any kind, express or implied as to the operation of your access to or the results of your access to the Solution (including any related or linked websites) or the correctness, accuracy, timeliness, or completeness or reliability of the information, content, materials or services included on the Solution.

7. Disclaimer and Limitation of Liability

(a) Unless you are our Client, we have no obligations to you, and you have no rights against us. This EULA imposes obligations on you which are enforceable by us, however, do not provide you with any rights or ability to claim against us.

(b) To the extent permitted by law, the Provider provides the Services on an “as is” basis and without any warranties, representations, or conditions of any kind, whether express, implied or statutory, to the extent permitted by law. When using the Services you rely on the Services at your own risk and you are solely responsible and liable for how you use the Services.

(c) Without limiting the above you acknowledge and agree that:

(i) the Provider does not guarantee continuous, uninterrupted or secure access to its Solution or that any information provided by the Provider is up to date and accurate;

(ii) the Provider does not warrant that the use of the Solution will result in you achieving any specific result;

(iii) the Solution involves computational and underlying analysis that is based on input provided by you. You are solely responsible for the reliability, accuracy and completeness of such input provided. It is your obligation to ensure that you input the correct data, and that the data is inputted by any deadlines or due dates;

(iv) the Provider makes no representations about the suitability of the Solution for any purpose;

(v) the Provider makes no guarantees that there will be no loss or corruption of your data at any time;

(vi) the Solution and data imputation is based on information provided by you. In light of this, we take no responsibility if the outcome of the Solution is inaccurate, incomplete or non-reliable because it is based on inaccurate, incomplete or non-reliable input provided by you. As the Solution is based on information provided by you, we exclude all liability and will not be responsible for any Loss that you may incur from reliance on the Solution;

(vii) you are solely responsible for the projects managed within the Solution, and we exclude all liability in respect of such projects;

(viii) whilst best endeavours will be made to ensure the accuracy of the Solution and any output provided by the Solution, the Provider cannot guarantee the accuracy, currency, suitability, reliability and availability of the Solution and any content gained within;

(ix) the information provided on and in the Solution is general information and is not in the nature of financial, legal or any form of advice. You should obtain advice before making any decision based on the Solution;

(x) the Provider reserves the right to withdraw, or amend, update or change the functionality or content of the Solution at any time, without notice; and

(xi) complex software is never wholly free from defects, errors and bugs, and the Provider gives no warranty or representation that the Solution will be wholly free from defects, errors and bugs.

(d) The Provider is in all circumstances not responsible for providing any data backup services and the Provider makes no guarantees that there will be no loss or corruption of your data at any time. Unfortunately, data loss happens you agree to hold harmless and release the Provider for any Loss you suffer in the event that your data is lost.

(e) The Provider will maintain appropriate technical and organisational measures to protect the security of your data. The Provider does not guarantee that unauthorised third parties will never be able to defeat those measures to access your data for improper purposes. You acknowledge that there are risks inherent in internet connectivity that could result in the loss of privacy, confidential information and your data. Accordingly, any data that is transmitted by you is transmitted solely at your own risk.

(f) The World Wide Web exists across open public networks that are neither secure nor private. Accordingly, you acknowledge and accept the risk that any communication to or from the Solution may be intercepted, used or modified by third parties.

(g) We will use your data in accordance with our Privacy Policy in place from time to time and you acknowledge that we may be required under law to provide your data to government organisations.

(h) Subject to the other terms of this clause, we exclude all rights, representations, guarantees, conditions, warranties, undertakings, remedies or other terms in relation to the Solutions that are not expressly set out in these terms to the maximum extent permitted by law.

8. Privacy

(a) In respect of any Personal Information (as defined in the Privacy Legislation) that is provided to us in connection with the Solution, you must comply with:

(i) the Privacy Legislation, and Personal Information including sensitive or health information must be dealt with in accordance with the Privacy Legislation (as it applies to that party); and

(ii) the applicable policies and guidelines of the Provider as made known from time to time.

(b) You warrant and represent that all Personal Information that you provide to the Provider complies with this clause at all times.

9. Breach and Termination

The Provider reserves the right to deny you access to, or use of, all or part of the Solution without prior notice, if you engage in any conduct that the Provider believes, in its sole discretion, is inconsistent with this EULA.

10. General

(a) The law of New South Wales, Australia governs this EULA. You hereby consent and submit to the non-exclusive jurisdiction and venue of the Courts of the State of New South Wales, Australia and the Commonwealth of Australia for any cause of action relating to or arising under this EULA.

(b) The Provider operates the Solution in Australia. Information contained on the Solution may not be appropriate or available for use in other locations. If you access the Solution from other locations, you do so at your own initiative, and you are solely responsible for compliance with local laws.

(c) Where possible, the obligations of the parties under this EULA will indefinitely survive the finalisation or discontinuance of this EULA.

(d) The rights and remedies of a party to this EULA are in addition to the rights or remedies conferred on the party at law or in equity.