Terms and Conditions - EULA

Agreement details

Term

12 months, charged monthly, auto-renewing unless otherwise stated.

Software

OneTaskList

Sensei details

Address

6 / 170 Queen Street, Melbourne, VIC, 3130, Australia

Representative Name

OneTaskList Admin

Representative Email

info@OneTaskList.com

Agreement Terms

1. License

1.1. We hereby grant to you during the Term specified a worldwide, non-exclusive license to:

  1. use the software in accordance with the documentation;

subject to the limitations and prohibitions set out and referred to in this Clause 1.

1.2. You may not sub-license and must not purport to sub-license any rights granted under Clause 1.1  without Sensei’s prior written consent.

1.3. Save to the extent expressly permitted by this EULA or required by applicable law on a non-excludable basis, any license granted under this Clause 1 shall be subject to the following prohibitions:

  1. you must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the software;
  2. you must not alter, edit or adapt the software; and
  3. you must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the software.

1.4. You shall be responsible for the security of copies of the software supplied to you under this EULA (or created from such copies) and shall use all reasonable endeavours (including all reasonable security measures) to ensure that access to such copies is restricted to persons authorised to use them under this EULA.

2. Source Code

2.1. Nothing in this EULA shall give to the End User or any other person any right to access or use the Source Code or constitute any license of the Source Code.

3. Maintenance Services

3.1. We shall provide the Maintenance Services to the End User during the Term.

3.2. We shall provide the Maintenance Services in accordance with the standards of skill and care reasonably expected from a leading service provider in our industry.

3.3. NOT USED

3.4. NOT USED

3.5. We may suspend the provision of the Maintenance Services if any amount due to be paid by the End User to us under this EULA is overdue, and we have given the End User at least 7 days' written notice, following the amount becoming overdue, of our intention to suspend the Maintenance Services on this basis.

3.6. Either party may terminate the Maintenance Services by giving to the other party at least 7 days' written notice.

3.7. If Sensei stops or makes a good faith decision to stop providing Maintenance Services in relation to the Software to its customers generally, then we may terminate the Maintenance Services by giving at least 30 days' written notice of termination to the End User.

3.8. If the Maintenance Services are terminated in accordance with the provisions of this Clause 3:

  1. the End User must pay to Sensei any outstanding Charges in respect of Maintenance Services provided to the End User before the termination of the Maintenance Services;
  2. Sensei will not refund to the End User any Charges paid by the End User in respect of Maintenance Services that were to be provided to the End User after the termination of the Maintenance Services; and
  3. the provisions of this Clause 3, excluding this Clause 3.8, shall cease to apply, but the other provisions of this EULA will continue notwithstanding such termination.

4. Support Services

4.1. Sensei shall provide the Support Services to the End User during the Term.

4.2. We shall provide the Support Services in accordance with the standards of skill and care reasonably expected from a leading service provider in our industry.

4.3. We may suspend the provision of the Support Services if any amount due to be paid by the End User to us under this EULA is overdue, and we have given to the End User at least 7 days' written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

4.4. Either party may terminate the Support Services by giving to the other party at least 7 days' written notice.

4.5. If the Support Services are terminated in accordance with the provisions of this Clause 4:

  1. the End User must pay to Sensei any outstanding Charges in respect of Support Services provided to the End User before the termination of the Support Services;
  2. Sensei will not refund to the End User any Charges paid by the End User to us in respect of Support Services that were to be provided to the End User after the termination of the Support Services; and
  3. the provisions of this Clause 4, excluding this Clause 4.5, shall cease to apply, but the other provisions of this EULA will continue notwithstanding such termination.

5. No assignment of Intellectual Property Rights

5.1. Nothing in this EULA shall operate to assign or transfer any Intellectual Property Rights from us to you, or from the you to us.

6. Charges

6.1. The End User shall pay the Charges to Sensei in accordance with this EULA.

6.2. All amounts stated in or in relation to this EULA are, unless the context requires otherwise, stated exclusive of sales tax.

6.3. The End User shall continue to pay the Charges to Sensei as outlined in this EULA, unless:

  1. This EULA is terminated in accordance with Clause 12; or
  2. The End User provides 7 days written notice to Sensei, following the conclusion of the Term stating that you do not wish to extend the Term.

6.4. NOT USED

7. Payments

7.1. Sensei shall issue invoices, direct debit or take payment via other means for the Charges to the End User.

7.2. The End User must pay the Charges to us within the period of 7 days following the issue of an invoice in accordance with this Clause 7.

7.3. The End User must pay the Charges by bank transfer using such payment details as are notified by Sensei to the End User from time to time.

7.4. NOT USED

8. Warranties

8.1.  Sensei warrants to the End User that it has the legal right and authority to enter into this EULA and to perform its obligations under this EULA.

8.2. We warrant to the End User that:

  1. the Software as provided will conform in all material respects with the Software Specification;
  2. the Software will be supplied free from critical Software Defects and any that arise will be addressed to ensure the continued use of the Software;
  3. the Software will be supplied free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
  4. the Software shall incorporate security features reflecting the requirements of good industry practice.

8.3. We warrant to the End User that the Software, when used by the End User in accordance with this EULA, will not breach any laws, statutes or regulations applicable under Australian law.

8.4. We warrant to the End User that the Software, when used by the End User in accordance with this EULA, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.

8.5. If Sensei reasonably determines, or any third party alleges, that the use of the Software by the End User in accordance with this EULA infringes any person's Intellectual Property Rights, Sensei may, at its own cost and expense:

  1. modify the Software in such a way that it no longer infringes the relevant Intellectual Property Rights, providing that any such modification must not introduce any Software Defects into the Software and must not result in the Software failing to conform with the Software Specification; or
  2. procure for the End User the right to use the Software in accordance with this EULA.

8.6. The End User warrants to Sensei that it has the legal right and authority to enter into this EULA and to perform its obligations under this EULA.

8.7. All of the parties' warranties and representations in respect of the subject matter of this EULA are expressly set out in this EULA. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this EULA will be implied into this EULA or any related contract.

9. Acknowledgements and warranty limitations

9.1. The End User acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this EULA, Sensei gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.

9.2. The End User acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this EULA, Sensei gives no warranty or representation that the Software will be entirely secure.

9.3. The End User acknowledges that the Software is only designed to be compatible with software specified as compatible in the Software Specification; and Sensei does not warrant or represent that the Software will be compatible with any other software.

9.4. The End User acknowledges that Sensei will not provide any legal, financial, accountancy or taxation advice under this EULA or in relation to the Software; and, except to the extent expressly provided otherwise in this EULA, Sensei does not warrant or represent that the Software or the use of the Software by the End User will not give rise to any legal liability on the part of the End User or any other person.

10. Indemnities

10.1. Sensei shall indemnify and shall keep indemnified the End User against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the End User and arising directly or indirectly as a result of any breach by Sensei of this EULA (a "Licensor Indemnity Event").

10.2. The End User must:

  1. upon becoming aware of an actual or potential Licensor Indemnity Event, notify Sensei;
  2. provide to Sensei all such assistance as may be reasonably requested in relation to the Licensor Indemnity Event;
  3. allow Sensei the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Licensor Indemnity Event; and
  4. not admit liability to any third party in connection with the Licensor Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Licensor Indemnity Event without the prior written consent of Sensei.

10.3. The End User shall indemnify and shall keep indemnified Sensei against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by Sensei and arising directly or indirectly as a result of any breach by the End User of this EULA (a "User Indemnity Event").

10.4. Sensei must:

  1. upon becoming aware of an actual or potential User Indemnity Event, notify the End User;
  2. provide to the End User all such assistance as may be reasonably requested by the End User in relation to the User Indemnity Event;
  3. allow the End User the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the User Indemnity Event; and
  4. not admit liability to any third party in connection with the User Indemnity Event or settle any disputes or proceedings involving a third party and relating to the User Indemnity Event without the prior written consent of the End User.

10.5. The indemnity protection set out in this Clause 10 shall be subject to the limitations and exclusions of liability set out in this EULA.

11. Limitations and exclusions of liability

11.1. Nothing in this EULA will:

  1. limit or exclude any liability for death or personal injury resulting from negligence;
  2. limit or exclude any liability for fraud or fraudulent misrepresentation;
  3. limit any liabilities in any way that is not permitted under applicable law; or
  4. exclude any liabilities that may not be excluded under applicable law,

and, if a party is a consumer, that party's statutory rights will not be excluded or limited by this EULA, except to the extent permitted by law.

11.2. The limitations and exclusions of liability set out in this Clause 14 and elsewhere in this EULA:

  1. are subject to Clauses 11.1 and 14.6; and
  2. govern all liabilities arising under this EULA or relating to the subject matter of this EULA, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this EULA.

11.3. Sensei will not be liable to the End User in respect of any losses arising out of a Force Majeure Event.

11.4. Sensei will not be liable to the End User in respect of any loss of profits or anticipated savings.

11.5. Sensei will not be liable to the End User in respect of any loss of revenue or income.

11.6. Sensei will not be liable to the End User in respect of any loss of business, contracts or opportunities.

11.7. Sensei will not be liable to the End User in respect of any loss or corruption of any data, database or software.

11.8. Sensei will not be liable to the End User in respect of any special, indirect or consequential loss or damage.

11.9. The liability of Sensei to the End User under this EULA in respect of any event or series of related events shall not exceed the total amount paid and payable by the End User to Sensei under this EULA in the 12 month period preceding the commencement of the event or events.

11.10. The aggregate liability of Sensei to the End User under this EULA shall not exceed the total amount paid and payable by the End User to Sensei under this EULA.

12. Termination

12.1. Sensei may terminate this EULA by giving to the End User not less than 7 days' written notice of termination expiring at the end of any calendar month.

12.2. The End User may terminate this EULA by giving Sensei not less than 7 days' written notice of termination expiring at the end of any calendar month.

12.3. Either party may terminate this EULA immediately by giving written notice of termination to the other party if:

  1. the other party commits any material breach of this EULA, and the breach is not remediable];
  2. the other party commits a material breach of this EULA, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or
  3. the other party persistently breaches this EULA (irrespective of whether such breaches collectively constitute a material breach)

12.4. Either party may terminate this EULA immediately by giving written notice of termination to the other party if:

  1. the other party:
    1. is dissolved;
    2. ceases to conduct all (or substantially all) of its business;
    3. is or becomes unable to pay its debts as they fall due;
    4. is or becomes insolvent or is declared insolvent; or
    5. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
  2. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
  3. an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this EULA); or
  4. if that other party is an individual:
    1. that other party dies;
    2. as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
    3. that other party is the subject of a bankruptcy petition or order.

12.5. Sensei may terminate this EULA immediately by giving written notice to the End User if:

  1. any amount due to be paid by the End User to Sensei under this EULA is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
  2. Sensei has given to the End User at least 30 days' written notice, following the failure to pay, of its intention to terminate this EULA in accordance with this Clause 12.5.

13. Effects of termination

13.1. Upon the termination of this EULA, all of the provisions of this EULA shall cease to have effect, save that the following provisions of this EULA shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1.1, 7.2, 7.4, 10, 11, 13, 14 and 15.

13.2. Except to the extent that this EULA expressly provides otherwise, the termination of this EULA shall not affect the accrued rights of either party.

13.3. Within 7 days following the termination of this EULA for any reason:

  1. the End User must pay to Sensei any Charges in respect of Services provided to the End User before the termination of this EULA and in respect of licenses in effect before the termination of this EULA; and
  2. Sensei must refund to the End User any Charges paid by the End User to Sensei in respect of Services that were to be (but are not) provided to the End User after the termination of this EULA and in respect of licenses that were to be (but are not) in effect after the termination of this EULA,

without prejudice to the parties' other legal rights.

13.4. For the avoidance of doubt, the licenses of the Software in this EULA shall terminate upon the termination of this EULA; and, accordingly, the End User must immediately cease to use the Software upon the termination of this EULA.

13.5. NOT USED

13.6. Sensei will retain the End User’s data stored as part of the Software in a limited function account  as encrypted, unidentifiable data after expiration or termination of End User’s subscription. After the termination of this EULA, Sensei will disable the End User’s account and may delete the Software data.

13.7. Sensei has no liability for the deletion of Software data as described in Clause 13.6. 

14. General

14.1. No breach of any provision of this EULA shall be waived except with the express written consent of the party not in breach.

14.2 If any provision of this EULA is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this EULA will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

14.3. This EULA may not be varied except by a written document signed by or on behalf of each of the parties.

14.4. Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this EULA.

14.5. This EULA is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this EULA are not subject to the consent of any third party.

14.6. Nothing in this EULA shall exclude or limit any liability of a party for fraud or fraudulent misrepresentation, or any other liability of a party that may not be excluded or limited under applicable law.

14.7. Subject to Clauses 11.1 and 14.6, this EULA shall constitute the entire agreement between the parties in relation to the subject matter of this EULA, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

14.8. This EULA shall be governed by and construed in accordance with Australian law.

14.9. The courts of Australia shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this EULA.

15. Interpretation

15.1.  In this EULA, a reference to a statute or statutory provision includes a reference to:

  1. that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
  2. any subordinate legislation made under that statute or statutory provision.

15.2. The Clause headings do not affect the interpretation of this EULA.

15.3. In this EULA, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

16. Definitions

Except to the extent expressly provided otherwise, in this EULA:

"Charges" means those amounts that the parties have agreed in writing shall be payable by the End User to Sensei in respect of this EULA.

"Documentation" means the documentation for the Software produced by Sensei and delivered or made available by Sensei to the End User.

"EULA" means this End User license agreement, including any amendments to this End User license agreement from time to time.

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars)

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs).

"Licensor Indemnity Event" has the meaning given to it in Clause 10.1.

"Maintenance Services" means the supply to the End User and to the application of Software Updates and Upgrades.

"Services" means any services that Sensei provides to the End User, or has an obligation to provide to the End User, under this EULA.

"Software" means the software as outlined in the Agreement Details section of this EULA.

"Software Defect" means a defect, error or bug in the Software having a material adverse effect on the appearance, operation, functionality or performance of the Software, but excluding any defect, error or bug caused by or arising as a result of:

  1. any act or omission of the End User or any person authorised by the End User to use the Software];
  2. any use of the Software contrary to the Documentation by the End User or any person authorised by the End User to use the Software
  3. a failure of the End User to perform or observe any of its obligations in this EULA; and/or
  4. an incompatibility between the Software and any other system, network, application, program, hardware or software not specified as compatible in the Software Specification.

"Software Specification" means the specification for the Software set out in the Documentation.

"Source Code" means the Software code in human-readable form or any part of the Software code in human-readable form, including code compiled to create the Software or decompiled from the Software, but excluding interpreted code comprised in the Software.

"Support Services" means support in relation to the use of the Software and the identification and resolution of errors in the Software, but shall not include the provision of training services whether in relation to the Software or otherwise.

"Term" means the term of this EULA, commencing in accordance with Clause 3.1 and ending in accordance with the Agreement Details section of this EULA.

"Update" means a hotfix, patch or minor version update to the Software.

"Upgrade" means a major version upgrade of the Software.

"User Indemnity Event" has the meaning given to it in Clause 10.3.