End User Licence Agreement

1. Introduction

These terms and conditions (Terms) are entered into between Amplifiable Pty Ltd (ACN 695 187 136) (we, us or our) and you, together the Parties and each a Party.

We provide a cloud-based, software as a service platform to help businesses resolve technology inefficiencies (Platform). Morrow is part of the Platform.

You are accessing the Platform as an authorised user of the account holder who is our client (Account Holder). If the Account Holder's agreement with us is suspended or terminated for any reason, your access to the Platform will also be suspended or terminated.

2. Acceptance and Platform Licence

By clicking on “I accept” or a similar button or checkbox, or by using or accessing the Platform, you accept these Terms.

We may amend these Terms at any time by providing written notice to you. By accepting or continuing to use the Platform after the notice or 30 days after notification, whichever date is earlier, you agree to the amended Terms. If you do not agree to the amendment, you may cease accessing the Platform.

Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Platform for your own authorised use on behalf of the Account Holder and in accordance with these Terms. All other uses are prohibited without our prior written consent.

When using the Platform, you must not do or attempt to do anything unlawful or inappropriate, including:

• breaching an individual's privacy or other legal rights, including uploading private or personal information without the required authority or consent;
• using the Platform to defame, harass, threaten, menace or offend any person, including sending unsolicited electronic messages;
• tampering with or modifying the Platform, including by transmitting viruses or using trojan horses;
• using data mining, robots, screen scraping or similar data-gathering and extraction tools on the Platform; or
• facilitating or assisting a third party to do any of the above acts.

3. Access to the Platform

You may be required to register on the Platform to access its features.

All personal information you provide to us will be treated in accordance with our Privacy Policy.

We may use artificial intelligence tools as part of our business operations and in providing the Platform. Where AI is used, we use enterprise services governed by the provider terms and data-processing arrangements applicable to our use of those services.

You must not share your login or authentication credentials with another person. Your access is personal and you must not transfer or provide it to others. You are responsible for keeping your authentication credentials secure and must notify us immediately of any unauthorised use.

4. Connected third-party services

The Platform may allow you to connect third-party services, including Microsoft 365. You may connect only accounts and data that you and the Account Holder are authorised to use. A connection is subject to the third-party provider's terms, permissions and availability.

You or the Account Holder may be required to obtain approval from the administrator of a third-party service. You remain responsible for that approval and for choosing which permitted services and capabilities to connect. You may disconnect a service through the Platform or revoke access through the third-party provider.

5. Our Intellectual Property

You acknowledge and agree that any Intellectual Property or content, including copyright and trademarks, available on the Platform, the Platform itself, and any algorithms or machine learning models used on the Platform (Our Intellectual Property) will at all times vest, or remain vested, in us or our licensors.

We authorise you to use Our Intellectual Property solely for your authorised use of the Platform on behalf of the Account Holder. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party.

You must not, without our prior written consent:

• copy, in whole or in part, any of Our Intellectual Property;
• reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
• breach any intellectual property rights connected with the Platform, including altering or modifying Our Intellectual Property, embedding it in another website, or creating derivative works from it.

6. Warranties

You represent, warrant and agree that:

• you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;
• there are no legal restrictions preventing you from entering into these Terms;
• all information and documentation you provide to us in connection with these Terms is true, correct and complete; and
• you have not relied on any representations or warranties made by us about the Platform, including whether it is fit or suitable for a particular purpose, unless expressly stipulated in these Terms.

7. Liability

Despite anything to the contrary, without limiting any rights you may have as a consumer under Schedule 2 of the Competition and Consumer Act 2010 (Cth), the Australian Consumer Law:

• neither Party will be liable for Consequential Loss;
• each Party's liability under these Terms will be reduced proportionately to the extent it was caused or contributed to by the acts or omissions of the other Party or that Party's personnel, including a failure to mitigate loss; and
• we will have no Liability towards you in relation to these Terms or your use of the Platform.

8. Access

We may revoke your access to the Platform at any time by giving 30 days' written notice.

If we suspect that you are in breach of these Terms, we may suspend your access while we investigate. If we determine that you are in breach, your access will be terminated immediately.

9. General

Assignment: You must not assign or deal with any part of your rights or obligations under these Terms without our prior written consent.

Disputes: A Party may not commence court proceedings relating to a dispute without first meeting with the other Party in good faith to seek to resolve it, failing which the Parties agree to engage a mediator. Mediation costs will be shared equally. This does not prevent a Party seeking urgent injunctive or equitable relief.

Force Majeure: To the maximum extent permitted by law, we have no Liability for an event or circumstance outside our reasonable control.

Governing law: These Terms are governed by the laws of Victoria. Each Party submits to the exclusive jurisdiction of the courts operating in Victoria and courts entitled to hear appeals from them.

Notices: A notice under these Terms must be in writing and sent to us using the details below, or to you using the details provided when you sign up. A notice sent by standard post is deemed served after 48 hours and a notice sent by email at the time of transmission.

Severance: If a provision is void, invalid, illegal or unenforceable, it is to be read down as narrowly as necessary, failing which it will be severed without affecting the remaining provisions.

10. Definitions

Consequential Loss includes consequential or indirect loss, actual or anticipated loss of profit, benefit, revenue, business, goodwill, opportunity, savings, reputation or use, and loss or corruption of data, whether under statute, contract, equity, tort, indemnity or otherwise.

Intellectual Property Rights means all existing and future rights throughout the world conferred by statute, common law, equity or corresponding law in relation to copyright, designs, patents, trademarks, domain names, know-how, inventions, processes, trade secrets, circuit layouts, software, computer programs, databases or source codes, including applications, registration rights and improvements.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment, whether direct or indirect, present, future or contingent, and whether involving a third party or a Party.

Contact

For questions or notices, contact:

Amplifiable Pty Ltd (ACN 695 187 136)
Email: hello@amplifiable.com.au

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