1. Governing document
   • The terms of this document govern the relationship between the licensee (you) and USM Pty Ltd ACN 166 162 296 of GPO Box 2619, Darwin, Northern Territory, Australia 0820 (Licensor) in respect of use of the Software and Services by a user (User) being a natural person who is either:
     • you, where you acquire the Software and Services for your own use; and/or
     • your employee or contractor, where you acquire the Software and Services for their use.
   • The User’s entitlement to use the Software and Services is conditional upon you agreeing to the terms set out in this document. The Software and Services are offered for use by the User on the condition that you read and accept this document and agree to be bound by its terms.
   • By installing, using or accessing, or allowing, authorising or enabling the User to install, use or access, the Software or Services, you are considered to have accepted the terms set out in this document. If you do not agree with or otherwise do not wish to accept the terms set out in this document, do not allow the User to install, use or access the Software and/or the Services.
   • If you are not the User, you must procure and otherwise ensure that the User complies with this document in all respects, and agree that you will be responsible for, and indemnify the Licensor against, any claims made against the Licensor, and all losses and damages sustained by the Licensor (whether directly, indirectly, consequentially or in any other way) arising from or otherwise connected to any breach of or other failure to comply with this document by the User.
2. Definitions and interpretation clauses

• • Definitions

In this agreement:

Business Day	means a day on which banks are open for business in Darwin, Northern Territory, Australia excluding a Saturday, Sunday or public holiday in that city.
Device	means a single device owned or controlled by the User.
Fees	means the fees described in clause 6.
General Services	means any services offered by the Licensor in respect of any of its products or services other than the Software.
Generated Content	means content generated, created, made or otherwise brought about as a result of using the Software and/or the Services.
Government Agency	means any government or governmental, administrative, monetary, fiscal or judicial body, department, commission, authority, tribunal, agency or entity in any part of the world and includes any self-regulatory organisation established under statute or any stock exchange.
Intellectual Property	means any and all intellectual and industrial property rights anywhere in the world (including present and future intellectual property rights) including (but not limited to) rights in respect of or in connection with: (a)             any related confidential information, trade secrets, know-how or any right to have information kept confidential; (b)             copyright (including future copyright and rights in the nature of or analogous to copyright); (c)             trade marks, service marks and other related marks; and (d)             all associated goodwill, whether or not existing at the date you agree to these terms and whether or not registered or registrable and includes any and all variations, modifications or enhancements to each of them together with any application or right to apply for registration of those rights and includes all renewals and extensions.
Payment Processors	means parties nominated by the Licensor to receive and process payments on behalf, and may include the Providers.
Platform	means the software platform known as Universal Data Interface offered by the Licensor separately to the Software and subject to a Platform Access Agreement between you and the Licensor.
Platform Terms of Use	means the Terms of Use annexed to a Platform Access Agreement between you and the Licensor.
Products	means products offered by the Licensor, including software, hardware, and services, but does not include the Software or the Services.
Provider	means a third party provider that provides you and/or the User with access to the Software.  Examples of potential Providers include Apple Inc. and Google Inc.
Trial Version	means a version of the Software which includes limited functionality and excludes access to or use of the Platform and associated functionality.
Services	means services offered by the Licensor for use in conjunction with the Software (if any), and excludes the General Services.
Software	means the software application licensed by the Licensor to which this document applies, and excludes the Platform.
Update	means an update supplied by the Licensor that replaces or supplements the original Software.

• Interpretation

In this agreement unless a contrary intention is expressed:

• headings and italicised, highlighted or bold type do not affect the interpretation of this agreement;
• the singular includes the plural and the plural includes the singular;
• a gender includes all other genders;
• other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning;
• a reference to a ‘person’ includes any individual, firm, company, partnership, joint venture, an unincorporated body or association, trust, corporation or other body corporate and any Government Agency (whether or not having a separate legal personality);
• a reference to any thing (including any right) includes a part of that thing, but nothing in this clause 2(f) implies that performance of part of an obligation constitutes performance of the obligation;
• a reference to a clause, party, annexure, exhibit or schedule is a reference to a clause of, and a party, annexure, exhibit and schedule to, this agreement and a reference to this agreement includes any clause, annexure, exhibit and schedule;
• a reference to a document (including this agreement) includes all amendments or supplements to, or replacements or novations of, that document;
• a reference to a party to any document includes that party’s successors and permitted assigns;
• a reference to time is to Darwin, Northern Territory, Australia time;
• a reference to an agreement other than this agreement includes an undertaking, deed, agreement or legally enforceable arrangement or understanding whether or not in writing;
• a reference to a document includes any agreement or contract in writing, or any certificate, notice, deed, instrument or other document of any kind;
• a provision of this agreement may not be construed adversely to a party solely on the ground that the party (or that party’s representative) was responsible for the preparation of this agreement or the preparation or proposal of that provision;
• a reference to a body, other than a party to this agreement (including an institute, association or authority), whether statutory or not, which ceases to exist or whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions;
• the words ‘include’, ‘including’, ‘for example’, ‘such as’ or any form of those words or similar expressions in this agreement do not limit what else is included and must be construed as if they are followed by the words ‘without limitation’, unless there is express wording to the contrary;
• a reference to a day is to the period of time commencing at midnight and ending 24 hours later;
• if a period of time is specified and dates from a day or the day of an act, event or circumstance, that period is to be determined exclusive of that day;
• if an act or event must occur or be performed on or by a specified day and occurs or is performed after 5.00 pm on that day, it is taken to have occurred or been done on the next day; and
• a reference to ‘$’, ‘A$’, ‘AUD’, ‘dollars’ or ‘Dollars’ is a reference to the lawful currency of the Commonwealth of Australia.

• Business Day

If anything under this agreement is required to be done by or on a day that is not a Business Day that thing must be done by or on the next Business Day.

3. Software
   • Software licence

Subject to the terms of this document, the Licensor grants the User a non-exclusive, non-transferable licence to use the Software on any Device that the User owns or controls.

• Restrictions
  • Neither you nor the User may rent, lease, lend, sell, transfer, redistribute or sublicense the Software, or make the Software available over a network where it could be used by multiple Devices at the same time. If the User sells or otherwise disposes of, transfers or assigns any Devices containing the Software, any copies of the Software must be removed before doing so.
  • Other than as expressly provided in this document or otherwise permitted by law, you and the User must not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software, or any part thereof.
• Intellectual Property

The Licensor retains all right, title and interest to all Intellectual Property rights subsisting in the Software, any Updates, and any part thereof.

• Updates

The terms of this document (as amended pursuant to clause 15.1) will govern any Updates offered at the Licensor’s discretion from time to time, unless such an Update is accompanied by a separate licence supplied by the Licensor in which case the terms of that licence will govern to the extent provided for.

4. Other software
   • Platform software
     • You acknowledge that access to and use of the full functionality of the Software requires access to the Platform. In order to access the Platform, you must enter into a separate Platform Access Agreement with the Licensor and agree to the Licensor’s General Terms and Conditions (as provided to you by the Licensor from time to time).  You acknowledge that if you do not enter into a separate Platform Agreement with the Licensor and agree to the Licensor’s General Terms and Conditions, your access to and use of the Software will be restricted to the Trial Version.
     • The User’s access to and use of the Platform through the Software, and any General Services provided by the Licensor to the User, will be subject to the Platform Access Agreement between you and the Licensor, the Platform Terms of Use and the Licensor’s General Terms and Conditions.
     • Prior to accessing the Platform through the Software, Users must:
       • be authenticated by the Licensor as an authorised User pursuant to the Platform Access Agreement;
       • follow any access protocols, instructions or other requirements provided or specified by the Licensor to the User;
       • ensure any Device on which the Software is installed is compatible with the Platform and that all Updates released from time to time have been installed; and
       • agree to the Platform Terms of Use.
     • Except in respect of any terms and conditions imposed by the Provider, the Platform Terms of Use will take precedence over this agreement to the extent of any inconsistency.
   • Device settings

You acknowledge that the Software and/or Services require access to the following device settings for optimal operation:

• location settings;
• internet and wireless device availability and connectivity;
• foreground and background running; and
• other settings including without limitation device IMEI number, battery status and usage, wake-lock feature.

• Third party software

In order to obtain, install, update, access, use, or continue to access or use the Software and/or Services, the User may also be required to update third party software (such as the operating system) on its Device.

You and the User acknowledge and agree that:

• the Licensor is not responsible for such third party updates;
• such third party updates may be subject to their own terms and conditions, which the Licensor strongly recommends the User review prior to implementing the third party update; and
• if the User is unable or unwilling to obtain or install such third party updates, the User may be unable to obtain, install, update, access, use, or continue to access or use the Software and/or Services.

5. Services
   • Licence

Subject to the terms of this document, the Licensor grants the User a non-exclusive, non-transferable licence to use the Services.  The User must only use the Services in connection with Software offered by the Licensor.

• Modification

The Licensor can modify or cease to offer the Services, or any part thereof, at any time without prior notice to you or the User.

• Risk

You and the User acknowledge and agree that the User uses the Services at its own risk.

To the fullest extent permitted by applicable law, the Licensor does not accept liability for any claims or losses arising directly or indirectly from:

• a failure to provide any Software or Service, or any part thereof;
• corruptions to or loss of data, errors or interruptions occurring in the course of using, or as part of, any Service or Software;
• any suspension or discontinuance of any Service, or any part thereof; or
• any use of the Services by other users, including any use of the Services by other users in manner which contravenes this document.

6. Fees
   • Fees may be payable
     • The Licensor can in its discretion charge you fees, in consideration of the grant of the licence to the Software and the Services provided for in clauses 1 and 5.1.
     • The Licensor may, in addition to the amounts described in clause 1(a), charge you and/or the User further fees as a requirement of access to or use of the Software, the Services, and/or any features or functionality of either or both.
     • The User’s entitlement to use and continue to use the Software and/or the Services will be subject to payment of the relevant fees, if charged by the Licensor, by either you or the User (as applicable).
   • Nature of Fees

The Fees may be charged on a one-off or a recurring basis, as notified by the Licensor from time to time, and will be payable in accordance with the payment terms notified by the Licensor.

• Variation of Fees

The Licensor reserves the right to vary the amount of the Fees, or introduce new Fees, at its sole discretion.  Such variations and new Fees will be effective from the date specified by the Licensor, but will not be retrospective.

• Payment Processors
  • The Licensor may use Payment Processors to receive the Fees from you.
  • The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processors in addition to this document.
  • The Licensor is not responsible for error by the Payment Processors.
• Disabling functionality

In the event that you fail to pay the applicable Fees by the due date stipulated by the Licensor, the Licensor may disable the relevant features and/or functionality of the Software and/or Services.

• Refunds

In no circumstances will any fees you have paid to the Licensor be refunded to you, subject to clauses 11(c) and 11(d).

7. Advertising

You acknowledge and agree that:

• the Software and/or the Services may feature advertisements from the Licensor and/or third parties;
• the Licensor may at its sole discretion introduce advertising into any Software or Services that do not presently contain advertising;
• the Licensor is not responsible for the content of any third party advertisements, nor the content of any website or other materials that may be linked to by third party advertisements, and the User views such third party websites and materials at its sole risk; and
• any provision of information to third party advertisers by the Licensor will be governed by the Licensor’s Privacy Policy (see clause 14).

8. Your obligations
   • Restricted parties

You and the User warrant and represent that the following statements are true and correct:

• the User is not a minor;
• you and the User are not located in a country that is subject to an embargo by the governments of either the United States of America or the Commonwealth of Australia;
• you and the User are not located in a country that has been designated by the governments of either the United States of America or the Commonwealth of Australia as a ‘terrorist supporting’ country; and
• you and the User are not included on any list of prohibited or restricted parties by the governments of either the United States of America or the Commonwealth of Australia.

• Third party services
  • The User may be required to use certain third party services (for example, a Provider’s software marketplace) in order to obtain, install, update, access, use, or continue to access or use the Software and/or Services.
  • Access to the Software and/or Services, or parts thereof, may require the User’s Device to be connected to the internet or require other third party services.
  • The User’s use of third party services may be subject to fees and separate terms and conditions, and you acknowledge that the Licensor is not liable for the activities of any such third parties.
  • The User must comply with any applicable third party terms of agreement when using the Software and/or Services. You and the User are responsible for ensuring that your installation and use of the Software and/or Services does not cause the User to exceed any data usage quotas or other limitations that may apply to the User’s internet service or other services acquired from third parties.
  • The Software and Services may contain links (including via advertisements) to third party websites or other third party content or services. Those links are provided for convenience only and may not remain current or be maintained.  You acknowledge that such links should not be construed as an endorsement, approval or recommendation by us of the third parties, or of any content or services provided by them, and that the User’s use of any third party content or services may be subject to separate terms and conditions.
• Restrictions

You agree that you and the User will not:

• attempt to disrupt the normal operation of the Software or Services, or any infrastructure operated by the Licensor or other business activities of the Licensor;
• attempt to gain unauthorised access to the Software and/or the Services;
• make any automated use of the Software and/or the Services;
• impersonate any other person in using of the Software and/or Services; or
• use the Software and/or the Services in connection with the actual or attempted contravention of any applicable laws.

9. Support

Unless otherwise specified in this document or agreed pursuant to a separate written agreement between you and the Licensor, the Licensor will not be obliged to support the Software or the Service, whether by providing advice, training, error-correction, modifications, updates (including Updates), new releases or enhancements or otherwise, or to provide any hosting, telecommunication, internet or other services in relation to the use of the Software or the Service by you or the User.

10. Duration of Licence
    • Term

Subject to the remainder of this clause, the licence granted to the User in clauses 3.1 and 5.1 is granted in perpetuity.

• Termination
  • This licence can be immediately terminated by the Licensor in the following circumstances:
    • you or the User are in breach of any term of this document, or threaten to breach any term of this document;
    • you, being a corporation, become the subject of insolvency proceedings, or threaten to do so;
    • you, being a firm or partnership, are dissolved, or threaten to be dissolved;
    • you or the User destroy the Software for any reason, or threaten to do so; or
    • you so elect in writing.
  • Upon termination, you and the User will destroy any remaining copies of the Software and any associated documentation or otherwise return or dispose of such material in the manner directed by the Licensor.
  • Termination pursuant to this clause will not affect any rights or remedies which the Licensor may have otherwise under this document or at law.
  • Nothing in this clause 2 limits any right the Licensor may have pursuant to this document to modify the Software by way of Update, including by removing any features from the Software, or to modify or cease offering the Services or any part thereof.

11. Warranty
    • You acknowledge that the Software and Services cannot be guaranteed to be error free and further acknowledge that the existence of any such errors will not constitute a breach of this document.
    • Except as expressly provided to the contrary in this document, and to the full extent permitted by applicable law, the Licensor will not be liable to you or the User for any loss, including special, indirect or consequential damages (such as loss of profits), or claim, arising out of breach of this document or arising out of the supply of defective Software or Services.
    • Without limiting the preceding paragraph, to the full extent permitted by applicable law, the Licensor’s liability for any term, condition, guarantee or warranty that is implied by law and cannot lawfully be excluded by the Licensor, including the consumer guarantees set out in the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth) and all similar or equivalent legislation, rules and regulations is limited to (at the Licensor’s option):
      • in the case of goods, including the Software (to the extent the Software is considered a good under applicable law) – repairing, replacing or supplying equivalent goods, or paying the cost of any of those remedies to you; or
      • in the case of services, including the Services – supplying the services again or paying the cost of having the services supplied again.
    • Without limiting or affecting any other provision of this document, to the full extent permitted by applicable law, the Licensor’s maximum aggregate liability to you for any losses you incur or claims you make against us is limited to the sum of AUD$10.
    • You acknowledge that you have exercised your independent judgment in acquiring the Software and the Services and have not relied on any representation made by the Licensor which has not been stated expressly in this document or upon descriptions or illustrations or specifications contained in any document including catalogues or publicity material produced by the Licensor.

11. Intellectual Property
    • No transfer

This document does not constitute a transfer or conveyance of any Intellectual Property owned by the Licensor as at the date of this document, including but not limited to all Intellectual Property associated with the Software and the Services, and its functionality, features and content, or operate as a future transfer of any Intellectual Property owned by the Licensor any time thereafter.

• Acknowledgement

You acknowledge that the Software and materials provided in the course of the Services are protected by copyright and may also be protected as other forms of Intellectual Property owned by the Licensor.  You and the User will not during or at any time after the termination of this document undertake or permit any act which infringes or attempts to infringe those Intellectual Property rights and, without limiting the generality of the foregoing, you specifically acknowledge that you and the User must not copy the Software except as otherwise expressly authorised or acknowledged by this document.

• Reverse engineering

You and the User must not reverse assemble or reverse compile or directly or indirectly allow or cause a third party to reverse assemble or reverse compile the whole or any part of the Software or the Services, or any output from the Software or any files related to the Software or the Services.

• Indemnity

You will indemnify the Licensor fully against all liabilities, costs, losses, claims and expenses which the Licensor may incur to a third party as a result of your breach of any of the provisions of this document by you or the User.

• Generated Content
  • The Software and/or the Services may allow you to create Generated Content.
  • Where you are using the Trial Version only, to the extent that any Generated Content created by you or the User gives rise to any Intellectual Property rights, you and the User (as the case may be) will retain ownership of these, and are deemed to automatically grant to the Licensor a worldwide, perpetual, irrevocable, royalty-free, fee-free, fully transferable and sub-licensable licence to use, exploit and modify this Generated Content in any way and for any purpose, without compensation to you or the User. You and the User further agree not to enforce, and otherwise waive to the fullest extent legally possible, any moral rights that either of you may have now or in the future in respect of this Generated Content.
  • Where you are using the Software in conjunction with the Platform, the Platform Terms of Use apply in respect of any Generated Content, including any Generated Content created by you or the User by accessing or using the Trial Version which is subsequently uploaded to or otherwise used in conjunction with the Platform.

13. Security
    • Unfortunately, no data transmission over the internet can be guaranteed as totally secure. Whilst the Licensor strives to protect such information, it does not warrant and cannot ensure the security of any information transmitted to it by you or the User.  Accordingly, any information transmitted to the Licensor is transmitted at the risk of the sender.  Nevertheless, once the Licensor receives transmissions from you or the User, it will take reasonable steps to preserve the security of such information.
    • Users must take their own precautions to ensure that the process which they employ for accessing the Software and/or the Services does not expose them to the risk of viruses, malicious computer code or other forms of interference which may damage their Devices. For the removal of doubt, the Licensor does not accept responsibility for any interference or damage to Devices which arises in connection with use of the Software and/or the Services.

13. Privacy
    • Privacy Policy

The Licensor undertakes to comply with the terms of its Privacy Policy in respect of the Software and the Services.  This can be viewed at https://www.universalsitemonitoring.com.au/privacy-policy, and this Privacy Policy (as updated from time to time) is incorporated into, and forms part of, the terms of this document.

• Collection statement and consent – Trial Version
  • This clause 2 applies only to the Trial Version.
  • The Licensor requires that Users use a pseudonym when interacting with the App. However, in order to provide certain functionality of the App, the Licensor may collect certain technical information from the User’s Device that may reasonable enable identification of the User.
  • By using the App, the User agrees that the Licensor may:
    • collect personal information about the User, including in relation to the User’s health and other sensitive information, from the User through the App and/or associated services and use it to provide you and the User with various functions of the App and/or associated services;
    • use and disclose User personal information in order to support the administration of the App and/or associated services, including the storage of data through the Licensor’s service providers; and
    • otherwise use and disclosure User personal information in the manner set out in the Licensor’s Privacy Policy.
  • The Users also agree that, where they use the App because of their association with you, the Licensor may provide their personal information to you. Your collection and handling of User personal information will be subject to your privacy policy.
  • The Licensor may disclose personal information to its overseas service providers, for example data storage providers, in various locations outside of Australia.
  • The Licensor handles personal information in accordance with its Privacy Policy. This also contains information about how the User may access and seek correction of any information the Licensor holds about them and how, if necessary, the User can complain about the manner in which the Licensor handles their personal information.
• Consent to use of data

You and the User agree that the Licensor may collect and use technical data and related information, including but not limited to technical information about the Software, the Services, the Products, the Devices, system and application software, and peripherals that is gathered periodically.  In addition to any other rights it may have to use this information pursuant to its Privacy Policy, the Licensor may use this information, as long as it is in a form that does not personally identify you or the User, to improve its products or to provide services or technologies to you or the User.

15. General
    • Amendment

The Licensor reserves the right to amend, revise or replace this document from time to time subject to notifying you.  Amendments, revisions and replacements will be effective immediately upon posting through the Software or at https://www.universalsitemonitoring.com.au/end-user-licence-agreement-gam-android-app/, unless a later effective date is specified.  Continued use of the Software or Services by the User following such notification represents your and the User’s agreement to be bound by the terms of this document as amended, revised or replaced, and your and the User’s understanding and acceptance of the amended, revised or replaced document.

• Assignment
  • You cannot assign, novate or otherwise transfer any of your rights or obligations under this document without the prior written consent of the Licensor which consent can be granted or withheld in the absolute discretion of the Licensor.
  • The Licensor can assign, novate or otherwise transfer any of its rights or obligations under this document at its sole discretion, without notice to you or the User.
  • An assignment in breach of clause 2(a) is intended by the parties to be void and of no force and effect.
  • A breach of clause 2(a) by you entitles the Licensor to terminate this document.
• Waiver
  • A waiver of a right, remedy or power by the Licensor must be in writing and signed by the Licensor.
  • The Licensor does not waive a right, remedy or power if it delays in exercising, fails to exercise or only partially exercises that right, remedy or power.
  • A waiver given by the Licensor in accordance with clause 3(a):
    • is only effective in relation to the particular obligation or breach in respect of which it is given and is not to be construed as a waiver of that obligation or breach on any other occasion; and
    • does not preclude the Licensor from enforcing or exercising any other right, remedy or power under this agreement nor is it to be construed as a waiver of any other obligation or breach.
  • Severance

If a provision in this document is wholly or partly void, illegal or unenforceable in any relevant jurisdiction, that provision or part must, to that extent, be treated as deleted from this document for the purposes of that jurisdiction.  This does not affect the validity or enforceability of the remainder of the provision or any other provision of this document.

• Governing law and jurisdiction
  • This agreement is governed by and is to be construed under the laws in force in the Northern Territory of Australia.
  • Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in the Northern Territory of 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 in these courts on the basis that the process has been brought in an inconvenient forum.
• Further assurances

You agree that you will, at your own expense, do all things and execute all further documents necessary, and procure that the User do all things and execute all further documents necessary, to give full effect to this agreement and the transactions contemplated by it.

• No reliance

You acknowledge and agree that you have not relied on any statement by the Licensor which has not been expressly included in this document.

• Entire agreement

This document constitutes the entire agreement between you and the Licensor regarding access and use of the Software and Services, and supersedes all prior discussions, negotiations, understandings and agreements in respect of its subject matter.

As noted elsewhere in this document, use by you or the User of other products, Devices, software or services may be subject to further terms.

• Exercise of rights
  • Unless expressly required by the terms of this document, the Licensor is not required to act reasonably in giving or withholding any consent or approval or exercising any other right, power, authority, discretion or remedy, under or in connection with this document.
  • The Licensor may (without any requirement to act reasonably) impose conditions on the grant by it of any consent or approval, or any waiver of any right, power, authority, discretion or remedy, under or in connection with this document. You must comply with any such conditions when relying on the consent, approval or waiver.
• Clauses that survive termination
  • Without limiting or impacting upon the continued operation of any clause which as a matter of construction is intended to survive the termination of this document, the following clauses survive the termination of this document:
    • clauses 2 and 3.3;
    • clause 3;
    • clause 3;
    • clauses 9, 11, 12, 13 and 14;
    • clauses 4 and 15.5; and
    • this clause 10.
  • Each indemnity offered by you in this document is a continuing obligation, independent from the other obligations of the parties and survives the termination of this document. It is not necessary for the Licensor to incur expense or make payment before enforcing a right of indemnity against you under this document.

16. Contact

In the event that you need to contact the Licensor regarding this document, the Software and/or the Services, please use the following details.

Universal Site Monitoring

Unit 29, 90 Frances Bay Drive, Stuart Park, Northern Territory, Australia 0820

+61 8 8986 7177

contact@universalsitemonitoring.com.au