End User Licence Agreement

1. Application:

By accessing the software or platform made available to you by Recovery Metrics Pty Ltd (Recovery Metrics/we/us), you agree to the terms set out in this EULA. If you do not agree to the terms, you must not access the Solution. We may amend the terms from time to time, so you should check them regularly. If you continue to use the Solution after 30 days of us making a change, then you are taken to have accepted that change.

2. Term:

This EULA commences when you first use the Solution and continues until terminated under clause 7.

3. Use of the Solution:

(a) In consideration of you complying with this EULA, Recovery Metrics grants you a royalty-free, revocable, non-exclusive, non-sublicensable, non-transferable licence to register a user account and use the Solution. 

(b) You must: 

(i) cooperate with us, act reasonably, and follow our directions and policies in connection with access to and use of the Solution; 

(ii) use the Solution only for the purpose for which it has been made available to you; 

(iii) use the Solution in accordance with all applicable laws, regulations, and codes of conduct; and 

(iv) only use the Solution in accordance with this EULA. 

(c) You must not use the Solution, or do anything in connection with the Solution: 

(i) to engage in unlawful or fraudulent behaviour, or to infringe on any third party’s rights; or 

(ii) in any manner that we consider to be unacceptable. 

(d) You acknowledge and agree: 

(i) you must not resupply the Solution to third parties; 

(ii) you must ensure all usernames, passwords, and other sensitive information associated with your user account are kept secure from unauthorised use or access at all times; 

(iii) you must notify us if you become aware that there is unauthorised access to the Solution or any Personal Information contained in the Solution, or any disclosure of usernames and passwords to unauthorised persons; 

(iv) the Solution may contain errors and not all errors or problems can or will be corrected; 

(v) we are not responsible for the resilience or availability of the communications network over which the Solution is supplied; 

(vi) that we do not guarantee the Solution will be uninterrupted, available at all times, or will assist you to achieve any particular result.

4. Recovery Metrics Rights:

(a) We may perform scheduled and unscheduled maintenance of the Solution and the related infrastructure used to provide the Solution. Where reasonably practicable, we will notify users of any such maintenance with reasonable advance notice. Your use of the Solution may be affected, restricted, or suspended during periods of maintenance. 

(b) We may stop providing the Solution in full or in part at any time by providing reasonable prior written notice to users (which may occur by way of our website).

5. Intellectual Property:

(a) The Recovery Metrics IP is and remains our property, and we own, and do not assign to you, any Intellectual Property Rights (including future Intellectual Property Rights) in the Recovery Metrics IP. (b) Your Material is and remains your property. 

(c) You grant Recovery Metrics a non-exclusive, global licence for the Term to use Your Material strictly as necessary for us to provide you with the Solution. 

(d) You must not use the trade marks or logos of Recovery Metrics except with our prior written consent and in accordance with our directions. 

(e) You agree not to: 

(i) transfer, sell, sublicense, commercially exploit, monetise or make the Solution available to any third party; 

(ii) copy, rent, lease, distribute, or otherwise transfer the Solution (or any part of it) or rights in the Solution; 

(iii) reverse engineer, decompile, decrypt, disassemble, modify, translate, or make derivative works of the Solution (or any part of it); 

(iv) use the Solution other than as expressly permitted under this EULA; 

(v) merge all or any part of the Solution with any other software; 

(vi) remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices, or other marks from the Solution; or 

(vii) interfere with other customers’ access to, or use of, the Solution, or with its security.

6. Privacy:

(a) We will collect and use your Personal Information and any Personal Information you upload or add to the Solution in accordance with our Privacy Policy. 

(b) The Personal Information we collect about you may include Sensitive Information. By using the Solution and providing us with the Sensitive Information, you consent to our collection, use, and disclosure of your Sensitive Information in accordance with our Privacy Policy. 

(c) You must not do any act, engage in any practice, or omit to do any act or engage in any practice that may cause us to be in breach of the Privacy Laws. 

(d) If you disclose any individual’s Personal Information to us or to any third party via the Solution or otherwise under this EULA, you must obtain consent from, and make any necessary disclosures to, the relevant individual before disclosing their Personal Information. You must not provide us with any Personal Information (including by way of uploading to the Solution) which you are not authorised to provide to us. 

(e) You indemnify us against all costs, expenses, losses, proceedings, and claims of any nature suffered, brought, or incurred directly or indirectly as a result of a breach by you of your obligations under this clause 6. 

7. Suspension and Termination:

(a) Without limiting any other remedy, we may suspend your access to the Solution if we reasonably believe you are in breach of this EULA. 

(b) If we change the terms of this EULA, you may give us notice that you want to immediately terminate this EULA within 30 days after the date we change the terms. 

(c) This EULA will immediately terminate if your user account is terminated for any reason. 

(d) You may terminate your user account and this EULA at any time by ceasing to use the Solution.

8. General

(a) This EULA is governed by the laws of Australia. 

(b) Each party submits to the non-exclusive jurisdiction of the courts of Australia.