MiniVend App End User Licence Agreement
Last updated 27 July 2023
PLEASE READ THIS MINIVEND APP END USER LICENCE AGREEMENT (EULA) CAREFULLY. BY ACCESSING AND/OR USING THE MINIVEND APP, YOU AGREE TO THIS EULA AS A LEGALLY BINDING CONTRACT BETWEEN YOU AND Jeal Computer Services Pty Limited ABN 26 060 385 382.
Operative Terms
1. Eligibility to Access and/or Use our MiniVend Mobile App
1.1. Our MiniVend Mobile App is owned and operated by Jeal Computer Services Pty Limited ABN 26 060 385 382 (we, our and us).
1.2. The MiniVend Mobile App is only available to be accessed and/or used by you if you:
(a) are an employee, officer or subcontractor of a third party who has subscribed to our EasyVend Platform pursuant to a written agreement (Subscription Agreement) between us and the third party (a Customer) and who has authorised you to use the MiniVend Mobile App;
(b) have the capacity to enter into legally binding contracts under applicable law;
(c) irrevocably and unconditionally accept the terms and conditions of, and agree to be legally bound by, this EULA; and
(d) consent to our collection, use and disclosure of their personal information in accordance with our Privacy Policy at [insert url ] (Privacy Policy).
In this EULA, we refer to such persons asEligible Users. If you are not an Eligible User or you cease to be an Eligible User, you must not access or use the MiniVend Mobile App. By accessing and/or using the MiniVend Mobile App or any part thereof you warrant and represent to us that you are an Eligible User and will be deemed to have irrevocably and unconditionally accepted this EULA, and agreed to be legally bound by, this EULA.
1.3. The MiniVend Mobile App can be accessed and/or used by directing your web browser to https://www.easyvend.com.au/.
1.4. If you are not an Eligible User, you must not and cannot access or use the MiniVend Mobile App.
2. MiniVend Mobile App Account Registration and Activation
2.1. The MiniVend Mobile App can only be accessed and used by Eligible Users who have a current registered account on the MiniVend Mobile App or our associated online platform.
2.2. If you are not an Eligible User or cease to be an Eligible User, we may terminate your access to the MiniVend Mobile App at any time without notice.
2.3. If any of the information contained in your account registration is incorrect or changes, you must promptly update your MiniVend Mobile App account with the relevant up-to-date information.
2.4. You must not disclose or provide login credentials for your MiniVend Mobile App account to any third party. You are solely responsible for the confidentiality of your username and password and for any use and unauthorised use of your MiniVend Mobile App account. You must immediately notify us if you become aware of any unauthorised usage or access to your account and provide all necessary cooperation, assistance, information, materials, authorisations, permissions and access for us to investigate any suspected, actual or potential breach, misuse or unauthorised access of your MiniVend Mobile App account.
2.5. Upon activation of your MiniVend Mobile App account, you will have a non-exclusive, non-assignable, non-sublicensable, revocable right to download and operate the MiniVend Mobile App, but only in respect of the functionality that we are engaged to make available to you under a Subscription Agreement, and in any event only for the purposes expressly authorised in writing by the relevant Customer from time to time (Licence). You must not access or use the MiniVend Mobile App other than pursuant to the Licence.
2.6. For the purposes of this EULA, if you are an Eligible User with an active MiniVend Mobile App account, you are a Licensed User .
2.7. Licensed Users can use the MiniVend Mobile App on one or more of their compatible devices.
3. Your Data
3.1. As between you and us, you agree that we may use the text, images, audio and video content that you input or upload into the MiniVend Mobile App (Your Data) for any purposes deemed necessary by us in order to provide the services or MiniVend Mobile App functionality that we are to provide under or in connection with the relevant Subscription Agreement and as otherwise referred to in our Privacy Policy.
(a) you warrant, agree and represent that you will only upload, input and transfer Your Data into the MiniVend Mobile App or disclose Your Data to us, or permit us to collect Your Data, that you are fully entitled and authorised to upload, input, transfer and disclose to us; and
(b) you: [i] license us on a, non-exclusive, royalty-free, worldwide basis to access, use, host, transmit, store and disclose Your Data as required by us to provide the functionality contained in the MiniVend Mobile App; [ii] and license us on a, non-exclusive, royalty-free, worldwide basis to disclose (or provide access to) Your Data to the Customer and reseller or distributor of the Customerr; [iii] warrant, agree and represent that that our collection, use, storage, transmission, storage, disclosure and processing of Your Data in the course of doing so will not breach any applicable law or right of any person.
3.3. If you are a Licensed User, you are solely responsible for the accuracy, legality and quality of Your Data and for obtaining any consents, permissions, licences, rights and authorisations necessary for us to access, use, host, transmit, store, disclose and otherwise process Your Data as permitted under the licence granted by you under clause 3.2(b).
3.4. You must indemnify us in respect of any loss and damage that we incur in respect of any claim, proceeding, demand or allegation that the access, use, hosting, transmission, storage, disclosure or processing of Your Data by us as permitted under the licence granted by you under clause 3.2(b) infringes the Intellectual Property Rights or other rights of any person or breaches any law, regulation, code or standard.
4. UNAVAILABILITY OF AND INTERRUPTIONS TO THE MINIVEND MOBILE APP
4.1. WE DO NOT REPRESENT THAT THE MINIVEND MOBILE APP WILL OPERATE UNINTERRUPTED OR ERROR-FREE.
4.2. The availability of the functionality in the MiniVend Mobile App to you will be subject, in addition to any other provisions set out in this EULA, to any bandwidth limitations, database size limitations, throughput limitations and other technical and non-technical limitations or restrictions that we notify you of, and any planned and unplanned maintenance by us, our hosting providers or any third party service providers who provide functionality that the MiniVend Mobile App relies on.
4.3. You acknowledge that the accessibility and use of the MiniVend Mobile App and Your Data processed by us requires an Internet connection and is highly dependent on the proper function of the Internet and any other computer and telecommunications networks and infrastructure which the MiniVend Mobile App operates on, interfaces with and/or connects to and that we are not responsible for any non-performance of the MiniVend Mobile App associated with any of those matters.
5. Intellectual Property Rights in the MiniVend Mobile App
5.1. This EULA does not transfer or assign any Intellectual Property Rights to you.
5.2. As between you and us, except in respect of Your Data, we own all Intellectual Property Rights in the MiniVend Mobile App.
5.3. You have no rights in the MiniVend Mobile App or any in modification or enhancement thereof, other than the rights temporarily granted to you pursuant to the Licence.
5.4. The Intellectual Property Rights in any comments that you may provide to us in connection with the MiniVend Mobile App, including any suggestions or requests for new features (each, an Improvement Suggestion ) become our sole and exclusive property immediately upon you providing or disclosing the Improvement Suggestion to us, and you hereby assign all Intellectual Property Rights in Improvement Suggestions to us effective as soon as you provide or disclose them to us, pursuant to section 197 of the Copyright Act 1968 (Cth) and in equity. You consent to the infringement by us and any third party we authorise of all Moral Rights that you may have in any Improvement Suggestions.
5.5. You must not take any step to invalidate or prejudice our (or our licensors’) Intellectual Property Rights in the MiniVend Mobile App. Without limiting the preceding provisions, you must not register any security interest on the Personal Property Securities Register established under the Personal Property Securities Act 2009 (Cth), or otherwise encumber or charge your rights in respect of Your Data or with respect to the rights granted to you by this EULA to use the MiniVend Mobile App.
5.6. You may not use the MiniVend Mobile App except as permitted by the Licence. You may not do or authorise the commission of any act that would or might invalidate or be inconsistent with our (or our licensors’) Intellectual Property Rights in the MiniVend Mobile App. You must not, under any circumstances, sell or resell access to the MiniVend Mobile App or scrape, republish, mirror or otherwise rent, lend, lease, sell, redistribute, sublicense, copy or duplicate the MiniVend Mobile App. In addition, you must not, nor may you permit any person to:
(a) copy, alter, modify, adapt, reproduce, republish, frame, translate, reverse assemble, reverse engineer, reverse compile, transfer, sell, licence, create derivative works from or enhance the MiniVend Mobile App and/or any content in the MiniVend Mobile App (except any of Your Data) (except as expressly permitted by the Copyright Act 1968 (Cth));
(b) do any act that would or might invalidate or be inconsistent with our Intellectual Property Rights or those of our licensors;
(c) use the MiniVend Mobile App in any way that infringes our rights or the rights of any third party;
(d) use the MiniVend Mobile App to create any product or service that competes with the MiniVend Mobile App; or
(e) take any steps to circumvent any technological protection measure or security measure in the MiniVend Mobile App.
5.7. You must not use the MiniVend Mobile App in any way that breaches this EULA and/or any statute, regulation, law, or legal right of any person.
5.8. In this EULA , “Intellectual Property Rights” means all copyright, trademark rights, patent rights, and design rights, whether registered or unregistered, and all other rights to intellectual property as defined under article 2 of the Convention Establishing the World Intellectual Property Organization, and all rights to enforce any of the preceding rights.
6.1. The following use of the MiniVend Mobile App is strictly prohibited under this EULA:
(a) using the MiniVend Mobile App to violate all or any legal rights of any person or company or other entity in any jurisdiction;
(b) using the MiniVend Mobile App to commit crimes such as theft and fraud or to make fraudulent offers of goods and/or services;
(c) using the MiniVend Mobile App in breach of any applicable laws, including any laws relating to the protection of copyrights, trade secrets, patents or other intellectual property, spam or privacy and whether such violation is by way of the installation or distribution of “pirated” software or otherwise;
(d) using the MiniVend Mobile App to introduce malicious programs into our network or servers (e.g., viruses, worms, Trojan horses, e-mailbombs);
(e) revealing your MiniVend Mobile App account credentials to others or allowing the use of your MiniVend Mobile App account by others;
(f) using another person’s name or MiniVend Mobile App account credentials or otherwise attempting to gain access to an MiniVend Mobile App account of any other person;
(g) using the MiniVend Mobile App to carry out security breaches or disruptions of network communication. For the purposes of this paragraph, “security breaches” include, but are not limited to, network sniffing, pinged floods, denial of service and forging routing information for malicious purposes;
(h) using the MiniVend Mobile App to execute any form of network monitoring which will intercept data not intended for you;
(i) using the MiniVend Mobile App to circumvent user authentication or security of any of our hosts, networks or accounts or those of our Customers or suppliers;
(j) using any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any person’s use of the MiniVend Mobile App;
(k) using the MiniVend Mobile App to send unsolicited messages in breach of the Spam Act 2003 (Cth); and
(l) using the MiniVend Mobile App in breach of any person’s privacy (such as by way of identity theft or “phishing”).
7. Liability
7.1. A party to this EULA is not liable to the other party for any breach of this EULA to the extent that the breach is caused or contributed to by any act, event, omission, accident or circumstance beyond its reasonable control (Force Majeure Event).
7.2. To the extent possible by law, we do not represent that the information on the MiniVend Mobile App is accurate, correct, up-to-date or error-free or that the MiniVend Mobile App will operate on an uninterrupted or error-free basis.
7.3. If you are a Licensed User, we may issue notifications to you that we consider may be relevant to you. We do not warrant or represent that we will notify you of all or any specific actual or potential notifications relevant to you.
7.4. The MiniVend Mobile App may come with non-excludable guarantees (Non-Excludable Guarantees) which are governed by Schedule 2 of the Competition and Consumer Act 2010 (Cth) (the Australian Consumer Lawor ACL) and equivalent state and territory law. The Non-Excludable Guarantees depend on whether you are a ‘consumer’ of goods or services within the meaning of that term pursuant to the Australian Consumer Law or other equivalent state and territory law, as amended.
7.5. Except in respect of any Non-Excludable Guarantees, a party (the first party) is not liable to the other party for any indirect, special or consequential loss or damage incurred by the other party, including liability for loss of profits, loss of business opportunity, loss of savings, or loss of data, except to the extent caused by the first party’s intentional breach of this EULA.
7.6. Except in respect of any Non-Excludable Guarantees, to the maximum extent permitted by law (and if permitted by law), we will not have any liability to you for all or any loss or damage howsoever incurred in relation to your use of or inability to use the MiniVend Mobile App in excess of $500 (in the aggregate).
7.7. If the goods or services that we supply to you are subject to a Non-Excludable Guarantee and the goods or services are not ordinarily acquired for personal, domestic or household use or consumption, then pursuant to section 64A of the ACL, we limit our liability for breach of any such Non-Excludable Guarantee (other than a guarantee implied by sections 51, 52 or 53 of the ACL) or expressly given by us to you, in respect of each of the goods and services, where it is fair and reasonable to do so, at our option, to one or more of the following, at our option:
(a) if the breach relates to goods: the replacement of the goods or the supply of equivalent goods and/or the repair of such goods; or
(b) if the breach relates to services: the supplying of the services again or the cost of re-supplying the services again.
7.8. Any warranty against defects provided by us to you in your capacity as a consumer under the ACL is in addition to your other rights and remedies under a law in relation to the goods or services to which the warranty relates.
8. Suspension and Termination of Access to the MiniVend Mobile App
8.1. We may suspend the functionality provided by the MiniVend Mobile App or any part of it at any time without notice for technical support purposes, in order to investigate any security breach or where reasonably necessary to protect our legitimate commercial interests.
8.2. We may terminate your access to the MiniVend Mobile App by notice to you if:
(a) a Force Majeure Event continues for 30 consecutive days that prevents us from performing our obligations under this EULA;
(b) you breach any material term of this EULA;
(c) the relevant Subscription Agreement is terminated;
(d) access to the MiniVend Mobile App is suspended or terminated under or in connection with the relevant Subscription Agreement;
(e) you cease to be a Licensed User; and/or
(f) we discontinue the operation of the MiniVend Mobile App.
8.3. Termination of your access to the MiniVend Mobile App does not affect any of our or your accrued rights.
9.1. This EULA is an agreement between you and us and not between you and Apple Inc. (Apple) or you and Google Inc. (Google). As between Apple and us, and between Google and us, we are solely responsible for any product warranties pertaining to the MiniVend Mobile App, whether express or implied by law, to the extent not otherwise effectively disclaimed under this EULA.
9.2. In the event of any failure ofthe MiniVend Mobile App to conform to any applicable warranty and where the warranty relates to your use of a version of the MiniVend Mobile App downloaded through the Apple App Store, you may notify Apple, and Apple will refund the purchase price for the MiniVend Mobile App to you (if any); and, to the maximum extent permitted by applicable law, Apple will have no other warranty or obligation whatsoever with respect to the MiniVend Mobile App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the MiniVend Mobile App to conform to any warranty will be our sole responsibility, subject to the provisions of this EULA.
9.3. Subject to the terms of this EULA, you and we each acknowledge that, as between you and us, we, and not Apple or Google, are responsible for addressing any of your claims relating to the MiniVend Mobile App or your possession and/or operation of the MiniVend Mobile App, including, but not limited to: (i) product liability claims made in respect of the MiniVend Mobile App; (ii) any claim that the MiniVend Mobile App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation in respect of the MiniVend Mobile App.
9.4. Notwithstanding the provisions of this clause 9, and for the avoidance of doubt, you agree to release and indemnify us from and against any claims that you or any other person might have (including any claims arising under consumer protection or similar legislation in respect of the MiniVend Mobile App and any other claims, losses, liabilities, damages or expenses) which are caused or contributed to by your breach of this EULA or applicable law.
9.5. You and we each acknowledge that neither Apple nor Google have any obligation to furnish any maintenance or support services with respect to the MiniVend Mobile App.
9.6. You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo or that the U.S. Government has designated as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
9.7. You and we each acknowledge and agree that Apple and Google, and Apple’s and Google’s respective subsidiaries, are third party beneficiaries of this EULA and that Apple and Google will each have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third party beneficiary of this EULA.
10. Notices
10.1. Any notice issued to you from us shall be in writing and sent to any postal, residential or email address that you notify us from time to time.
10.2. You may issue any notice to us by sending it to our registered office or by email to us using any contact details contained on our website.
10.3. Any notice issued via email is deemed to be delivered upon receipt by the sender of an electronic read receipt or delivery receipt or upon the sender’s receipt of a reply to the email from the recipient.
10.4. We may send you emails or other electronic messages concerning this EULA, your MiniVend Mobile App account (if you are a Licensed User) and/or the MiniVend Mobile App from time to time.
11. Miscellaneous
11.1 Amendment: This EULA may be amended by us at any time. If you are a Licensed User we will notify you of the amendments at least thirty (30) days prior to the amendments coming into effect (Amendment Notice). If you do not agree to the amendments, you must delete the MiniVend Mobile App from all of your devices within thirty (30) days from the date of the Amendment Notice and must not thereafter use the MiniVend Mobile App.
11.2 Survival: Any rights or obligations that, by their nature, survive termination of this EULA shall so survive, including any provision dealing with Intellectual Property Rights, liability and jurisdiction.
11.3 Severability: If any part of this EULA is deemed invalid by a court of competent jurisdiction, the remainder of this EULA shall remain enforceable.
11.4 Relationship: This EULA does not create any relationship of partnership, joint venture, fiduciary, or employer and employee or otherwise.
11.5 Entire agreement: This EULA constitutess the entire agreement between you and us, and to the extent possible by law, supersedes all prior understandings, representations, arrangements and agreements between you and us, regarding its subject matter.
11.6 Jurisdiction: This EULA will be governed by and interpreted in accordance with the laws in force in New South Wales. You and we irrevocably submit to the exclusive jurisdiction of the courts situated in New South Wales and any court of appeal from there with respect to any dispute or proceeding concerning this EULA or the MiniVend Mobile App.