One Place Business Platform Pty Ltd - End User Licence Agreement

This End-User Licence Agreement (Agreement) is a legal document that outlines the terms and conditions upon which One Place Business Platform Pty Ltd trading as Etani Business Platform (Etani) agrees to allow you to access its software applications and services (the Platform). By accessing or using the Platform, clicking "I accept" (or using a similar mechanism indicating your acceptance) or by signing a document in which you expressly agree to be bound by this Agreement, you agree to be bound by the terms and conditions of this Agreement.

LICENCE CONDITION
1. Your access to the Platform is dependent upon you or a business you are associated with (which could be your accountant, employer or financial advisor) paying relevant licence fees to Etani. If these fees are not paid within 14 days of becoming payable, your access rights may be suspended, blocked or terminated with or without notice, and your data and account may be deleted.
2. For the purposes of this Agreement, a business you are associated with means an entity you interact with for the purposes of accessing or delivering accounting and taxation advice or related services.
3. Subject to clause 2 and compliance with all the terms of this Agreement, Etani grants you a limited, non-exclusive, non-transferrable, revocable licence to use the Platform as an end user only (User Licence) for the period which you, or a company you are associated with subscribes to use the Etani platform.
4. Access to the Platform may include access to Etani’s AI service, EVA. Use of EVA may include features to assist in the generation of text, image or other content (Content Generating Features). Use of Content Generating Features is subject to specific terms contained in the EVA Disclaimer, and the EVA User Agreement and Content Generation Terms which form part of this Agreement.
5. You acknowledge that Etani may disable and discontinue your use of the Platform at any time in its sole and absolute discretion where there is non-compliance with or failure to comply with your obligations contained in this Agreement or under the circumstances set out in clause 2.1.
6. You undertake the following obligations:
  1. to not copy, reproduce, translate, adapt, reverse engineer, decompile, vary, modify or access confidential portions of the Platform without the express consent of Etani, or as expressly authorised by this Agreement or to the extent permissible under the Australian Copyright Act 1968 (Cth);
  2. to supervise and control the use of the Platform in accordance with the terms of this licence;
  3. to ensure your employees, sub-contractors and other agents who have authorised access to the Platform are made aware of the terms of this licence;
  4. to not provide or otherwise make available the Platform in any form to any person other than those referred to in clause 1.6(c) without the written consent of Etani; and
  5. to not give, lease, assign, licence, sub-licence, transfer, distribute, disclose, disseminate or publish the Platform in any form to any other person or attempt to do any of these acts.

TERMINATION
1. This Agreement and your rights under this Agreement may be terminated at any time by Etani if:
  1. you are in breach of this Agreement;
  2. any licence related to your use of the Platform expires and isn’t renewed;
  3. you become the subject of insolvency proceedings or your business is dissolved;
  4. your use of the Platform in the opinion of Etani will bring it into disrepute; or
  5. another agreement between you and Etani permits Etani to terminate this Agreement.
2. Upon the termination of this Agreement, we may require you to cease using the Platform and immediately delete or destroy, or return any copies of the Platform or related material you possess.
3. Termination pursuant to this clause will not affect any rights or remedies which Etani may have otherwise under this licence or at law.

UPDATES, UPGRADES AND SUPPORT
1. From time to time, Etani may make additions, alterations or upgrades to the Platform (Upgrades). Etani may make Upgrades available to you in its absolute discretion on such terms and conditions as it determines.
2. You have no entitlement to software maintenance or support or to receive any Upgrades from us, unless otherwise specified by us in writing.
3. You must not modify the Platform without our express consent. Etani is not responsible for any instances where the Platform fails to perform as designed because of modifications made by you to the Platform.
4. Etani may have minimum requirements of your system (including both hardware, software and integrated services) that must be met for our Platform to function correctly and as intended. If your system does not meet these minimum requirements, your use of the Platform will be entirely at your own risk, as Etani may not be able to provide support for unexpected issues or failure of the Platform to operate as intended.
5. If you offer a suggestion, feedback or concepts that may improve or modify the Platform, you agree that such suggestions, feedback or concepts, and any resulting intellectual property that is developed from them, will vest immediately upon creation in Etani.

LIMITATION AND IMPLIED TERMS
1. You acknowledge that Etani has made no warranties that the Platform is error free and will operate in any particular way or on any particular computer or device.
2. You acknowledge that Etani has not made and will not make any express or implied warranties in relation to the Platform or any other goods or services provided by Etani under this Agreement, other than those warranties expressly contained in this Agreement. Subject to clauses 4.3, 4.5 or 4.5, to the greatest extent permitted by law, any term that would be implied into this Agreement, including without limitation any condition or warranty, is hereby excluded.
3. Subject to clauses 4.3, 4.5 or 4.5, you agree that, to the extent permitted by Australian law (or if some other law is applicable because of where you are accessing the Platform from, to the extent permitted by that law), Etani will not be liable in respect of any claim by you (whether contractual, tortious, statutory or otherwise) for any direct, special, incidental, indirect or consequential damages or injury including, but not limited to, any loss of profits, contracts, revenue or data arising out of or in connection with the provision of the Platform or the provision of any other goods or services under this Agreement and whether as a result of any breach or default, by Etani. The maximum liability of Etani under this Agreement for any and all breaches of this Agreement, and for any negligence in relation to this Agreement, will not exceed the licence fees for the Platform paid by you or a company you are associated with.
4. If the Australian Competition and Consumer Act 2010 (Cth) (or any related or similar legislation) applies to this Agreement and permits the limitation of liability for breach of warranty implied by statute, the liability of Etani is limited, at its option, to:
  1. the supply of the relevant goods or services again; or
  2. the payment of the cost of having the relevant goods or services supplied again.
5. Any of the terms and conditions of this Agreement which limit or exclude any term, condition or warranty, express or implied, or the liability of Etani will apply to the extent permitted by law and will not be construed as excluding, qualifying or limiting your statutory rights or remedies arising by virtue of the breach of any implied term of this Agreement where such exclusion, qualification or limitation would be prohibited by legislation.
6. Notwithstanding this clause 4, if you are an Australian consumer (as that term is defined under the Australian Consumer Law), you will be entitled to a replacement or refund for a major failure (as that term is defined under the Australian Consumer Law) and for compensation for any other reasonably foreseeable loss or damage. You will also be entitled to have the Platform repaired, or your fees refunded (at our sole election) if it fails to be of acceptable quality and the failure does not amount to a major failure.

DISCLOSURE OF PERSONAL INFORMATION
1. You acknowledge that the Platform by its nature will collect and may transmit to Etani and its associated entities (including Etani Pty Ltd and Etani Business Platform Pty Ltd), certain Personal and Non-Personal Information (as defined in the Etani Privacy Policy) about you including your IP address, name, computer hardware specifications, information specific to the Platform and other information which Etani determines from time to time is reasonably necessary for the Platform to operate and provide its expected functionality (Information).
2. By using the Platform, you hereby provide your consent to:
  1. Etani collecting the Information; and
  2. Etani transmitting the Information to third parties in accordance with Etani’s privacy policy.
3. All uses by Etani of the Information will be in accordance with its privacy policy that it publishes from time to time on its website.

INTELLECTUAL PROPERTY AND DISASSEMBLY
1. Etani retains ownership of the Platform and all rights of or in the nature of copyright, moral rights, inventions (including patents), trademarks, designs, circuit layouts (whether or not registered or registrable) which subsist in the Platform and any modifications or Upgrades thereto at all times. Apart from the licence granted in this Agreement, all such rights are reserved by Etani.
2. You may not distribute copies of the Platform nor rent, lease or otherwise grant rights to the Platform without our prior written consent. You may not decompile, reverse engineer, disassemble or otherwise reduce the Platform to any human-readable form. You must not at any time create derivative works based upon the Platform or use the Platform (or your observations of it) to develop any application having the same primary function as the Platform. Additionally, you agree that you will not create, attempt to create, or assist others to create or attempt to create, a product that competes with Etani’s service offerings by reference to our products, or by using, reverse engineering, documenting or otherwise recording any aspect of Etani’s software and products.
3. You may not download or use the Platform for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purpose.
4. You agree that you will not, and will not allow any other person to:
  1. use the Platform for any illegal, unlawful, improper or infringing purpose;
  2. use spiders, data scrapers, viruses, bots, robots or other software which may threaten the integrity and security of the Platform;
  3. upload, transmit, post or share any virus or similar computer code or software that may cause damage to, or violate the privacy of Etani’s data or the data of its customers;
  4. use, query or access the Platform in a manner that may reasonably interfere with or disrupt its functions or the access of other users to the Platform;
  5. upload or publish any defamatory or vulgar content; or
  6. do anything in relation to the Platform to bring Etani into disrepute.
5. You agree to use the Platform in accordance with any and all applicable laws.
6. You acknowledge that the Platform comprises valuable Intellectual Property including confidential know-how only made available to those who have agreed to keep that information confidential. To the greatest extent permitted by law you agree that you will not disclose any confidential element of Etani (being all back-end and administrative features) to any third party, other than in the ordinary course of using the Platform, without our prior written consent.

AMENDING THIS AGREEMENT
1. Etani may amend any of the terms of this Agreement by providing written notice to you of such amendments and/or displaying such amendments or an amended copy of this Agreement to you. Ongoing use of the Platform will constitute your acceptance of such amended terms.
2. If you do not agree to any amendments made by Etani to the terms of this Agreement, then you must cease any further use of the Platform.

MISCELLANEOUS
1. In the interpretation of this Agreement, unless the contrary intention appears:
  1. a reference to an Agreement means a reference to this agreement between you and Etani on the terms and conditions of this document and includes an amendment or supplement to, or replacement or novation of this Agreement;
  2. the words "includes" or "including" will not be limited by whatever follows;
  3. a reference to a person includes a reference to a corporation, firm, association or other entity, and vice versa;
  4. the singular includes the plural and vice versa;
  5. a reference to any gender includes a reference to all other genders;
  6. a reference to any legislation or to any provision of any legislation includes a reference to any modification or re-enactment of or any provisions substituted for such legislation or provisions;
  7. an agreement, representation or warranty made by two or more persons is made by them jointly and by each of them severally;
  8. where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning; and
  9. headings are inserted for convenience only and do not affect the interpretation of this Agreement.
2. Unless otherwise requested in writing by you, Etani may use your corporate identity (if applicable) as part of promoting the Platform in the market place.
3. This Agreement supersedes all prior representations, arrangements, understandings and agreements between the parties relating to the subject matter of this Agreement and sets forth the entire and exclusive agreement and understanding between the parties relating to the subject matter of this Agreement.
4. A provision of or a right created under this Agreement may not be waived except in writing signed by the party or parties to be bound by the waiver. Failure or neglect by either party to enforce at any time any of the provisions of this agreement will not be construed or deemed to be a waiver of that party's rights under this licence. The rights, powers or remedies provided in this Agreement are cumulative with and not exclusive of any rights, powers or remedies provided independently of this Agreement.
5. If any provision of this Agreement is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of this Agreement to the intent that the invalid or unenforceable provision will be treated as severed from this Agreement.
6. Etani may assign, novate or otherwise transfer your rights and obligations which arise under this Agreement. You may not assign your rights or obligations which arise under this Agreement without the prior written consent of Etani (which may be withheld).
7. Each provision of this Agreement capable of having effect after termination and each representation and warranty made in this Agreement will survive the execution, delivery and termination of this Agreement and the performance of all obligations under this Agreement and will not merge on termination.
8. The parties acknowledge and agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or part of it.
9. This Agreement is governed by, and must be construed in accordance with, the laws of the State of South Australia and the parties irrevocably submit to the exclusive jurisdiction of courts in the State of South Australia.

SCHEDULE 1:
EVA USER AGREEMENT

Acceptance of Terms:

Limitation of Liability:

Australian Consumer Law:

If you reside outside of Australia:

UK Consumer Rights: Nothing in this Agreement affects your statutory rights as a consumer under UK law (if applicable).
NZ Consumer Guarantees Act: Nothing in this agreement is intended to avoid the provisions of the New Zealand Consumer Guarantees Act 1993, except to the extent permitted by the Act (if applicable).
US Consumer Rights: Nothing in this Agreement affects your statutory rights under U.S. law (if applicable).
Canadian Consumer Protection: Nothing in this agreement is intended to affect your statutory rights under any applicable consumer protection laws in your province (if applicable).

Australian Data Privacy:

Privacy Policy

If you reside outside of Australia:

UK Data Privacy: You acknowledge that you have read our Privacy Policy, which complies with the General Data Protection Regulation (UK GDPR) and the UK Data Protection Act 2018 (if applicable), and you agree to our practices surrounding the use and storage of your Personal Information.
NZ Privacy Act: You acknowledge that you have read our Privacy Policy, which complies with the Privacy Act 2020 (if applicable), and you agree to our practices surrounding the use and storage of your Personal Information.
US Data Privacy: You acknowledge that you have read our Privacy Policy, which complies with relevant U.S. privacy laws if applicable (such as the California Consumer Privacy Act, if applicable), and you agree to our practices surrounding the use and storage of your Personal Information.
Canadian Privacy Act: You acknowledge that you have read our Privacy Policy, which complies with the Personal Information Protection and Electronic Documents Act (PIPEDA) (if applicable), and you agree to our practices surrounding the use and storage of your Personal Information.

No Guarantee of Accuracy:

Indemnification:

CONTENT GENERATION TERMS

Use of EVA may include features to assist in the generation of text, image or other content (Content Generating Features).

These Content Generation Terms, form part of our End User Licence Agreement and together with any other policies referenced, apply to your access to and use of EVA.

These Content Generation Terms are incorporated by reference into our Terms and Conditions. Any capitalized terms (or lowercase terms specifically defined in our Terms and Conditions) not defined in these Content Generation Terms have the meanings set out in our Terms and Conditions.

EVA allows you to provide text or other user inputs (Input) and receive text, images or other generated content (Output) in return. Your use of Outputs is subject to your compliance with these Content Generation Terms and our Terms and Conditions.
Artificial intelligence software is a new and emerging technology. Outputs generated by EVA may be inaccurate, complete, or not fit for use or purpose.
The software that comprises EVA is either copyright to Etani or else licensed to us. Subject to these Content Generation Terms and the payment of any fees in accordance with our Terms and Conditions, we grant users a limited non-exclusive, non-transferrable, revocable licence, solely to the extent necessary to enjoy the service on the terms of these Content Generation Terms and Conditions.
Subject to these Content Generation Terms and notwithstanding any provision to the contrary in our Terms and Conditions, to the extent Outputs may be owned under applicable laws, as between you and Etani, you are the owner of all your Input and Output.
You grant Etani (including our Third-Party Suppliers) a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and licence to:
1. use your Inputs and Outputs to improve and promote the Content Generating Features;
2. transfer your Inputs to any third party service provider providing us with artificial intelligence software services (each, an AI Software Service Provider) for the AI Software Service Providers to use in accordance with its terms and policies; and
3. enable AI Software Providers to use any Outputs they generate from your Input in accordance with its terms and policies.
You are responsible for:
1. thoroughly reviewing all Outputs before relying upon, publishing, distributing, displaying or otherwise using such Outputs;
2. deciding whether to edit, remove and/or publish or otherwise use an Output; and
3. ensuring that your Input and Output complies with applicable laws, these Content Generation Terms and our Terms and Conditions.
You agree that you will not, and will not allow any other person to:
1. use EVA or our services for any illegal, unlawful, improper or infringing purpose;
2. reverse engineer, copy, reproduce or adapt EVA, nor rent, lease or otherwise grant rights to EVA;
3. use EVA in a malicious manner, including by seeking to alter EVA’s training;
4. seek to use EVA in an automated manner i.e., via scripts;
5. use spiders, data scrapers, malware, viruses, bots, robots or other software which may threaten the integrity and security of EVA;
6. use, query or access EVA in a manner that may reasonably interfere with or disrupt its functions or accessibility for other users; or
7. upload, transmit, post or share any virus or similar computer code or software that may cause damage to, or violate the privacy of Etani’s data or the data of our customers;
8. upload or publish any defamatory or vulgar content; or
9. do anything in relation to EVA to bring Etani into disrepute.
You agree to use EVA in accordance with any and all applicable laws.
The Output of EVA is generated by artificial intelligence software provided by our AI Software Service Providers. As at [insert], the AI Software Service Provider is Azure Open AI, however this may change in the future. If you use the Content Generating Features, your Input will be shared by Etani to the AI Software Service Providers and your Output will be generated by the AI Software Service Providers, under their Terms of Use and Privacy Policies. Before using the Content Generating Features, you should review and ensure you understand and have no objections to Azure Open AI’s Terms of Use and Privacy Policy, and those of any other AI Software Service Providers in the future.
When using our virtual assistant, EVA, from time to time we may use pseudo-anonymisation to minimise the level of Personal Information accessed, processed or stored by us. Pseudo-anonymisation refers to the process of using substitute words for those that would otherwise disclose your Personal Information. Whilst the results of pseudo-anonymisation could potentially be reversed so as to re-identify you, we use this process to enable our system to provide you with the best possible service outcomes. In the event we do not use pseudo-anonymisation we will keep your information secure in accordance with our other practices. If you have any questions regarding the process of pseudo-anonymisation, please let us know.