1. Definitions and Interpretation

1.1 Definitions

In this EULA, unless the contrary intention appears:

1. EULA means the terms and conditions of this End User Licence Agreement.
2. Intellectual Property Rights means any intellectual, proprietary and industrial property rights and interests, whether registered or unregistered, including:
   
   1. all copyright;
   2. all registered and unregistered trademarks, service marks, trade names, design rights, logos, patents, specifications, discoveries, inventions, innovations, improvements and electronic layout rights;
   3. all rights subsisting in trade secrets, financial, marketing or technical information, ideas, concepts, know-how, technology, processes and knowledge which is confidential or of a commercially sensitive nature; and
   4. all other rights or forms of protection of a similar nature to any of the rights referred to in paragraph (i), (ii) or (iii) of this definition, including the right to apply for any such rights, renewals and extensions of, and rights to claim priority from,

   in Australia or any other country of the world for the full period for which those rights subsist.

3. Malicious Code means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
4. Privacy Act means the Privacy Act 1988 (Cth).
5. Privacy Laws means all Commonwealth, State and Territory legislation, principles, and other applicable industry codes and policies relating to the collection, use, disclosure, storage or granting of access rights to Personal Information (as that term is defined in the Privacy Act).
6. Logmaster Platforms or Platforms means the Logmaster website and associated bookings mobile applications, including:
   
   1. Logmaster.com.au;
   2. the Logmaster ‘Heavy Vehicle Management Portal’ (incorporating both the portals for drivers and compliance/safety officers);
   3. the Logmaster ‘Light Vehicle Management Portal’ (incorporating both the portals for drivers and compliance/safety officers); and
   4. the Logmaster app on iOS and Android platforms.

1.2 Interpretation

In this EULA:

1. reference to the singular includes the plural and the plural includes the singular, a person includes a body corporate and a party includes the party’s executors, administrators, successors and permitted assigns;
2. “including” and similar expressions are not words of limitation;
3. where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning;
4. headings are for convenience only and do not form part of this EULA or affect its interpretation;
5. a provision of this EULA must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of the EULA or the inclusion of the provision in the EULA;
6. if a party consists of more than one person, this EULA binds each of them separately and any two or more of them jointly;
7. an obligation, representation or warranty in favour of more than one person is for the benefit of them separately and jointly; and
8. a party which is a trustee is bound both personally and in its capacity as a trustee.

2. Platform

2.1 Provision of Platforms

We will provide you with access to the Platforms in accordance with this EULA.

2.2 Use of Platforms

1. You must only access and use the Platforms in accordance with this EULA.
2. You agree:
   
   1. to comply with all applicable laws (including any applicable Privacy Laws) when accessing and/or using the Platforms; and
   2. to comply with all applicable third-party terms of EULA when accessing and/or using the Platforms.
3. You must not, and must not to allow any person to:
   
   1. delete, alter or obscure (or attempt to delete, alter or obscure) any copyright marks, trademarks, attributions, legal notices or other notices on the Platforms;
   2. decompile, disassemble, merge, modify or adapt the Platforms in any way;
   3. copy, reproduce, translate or create derivative works based on the Platforms, or reverse engineer any aspect of the Platforms, or otherwise attempt to derive the source code relating to any aspect of the Platforms;
   4. send or store unlawful material by means of the Platforms;
   5. post or transmit any Malicious Code through the Platforms;
   6. attempt to gain unauthorised access to, or disrupt or bypass the security, integrity or performance of, the Platforms or any data contained in it;
   7. use the Platforms in a manner which is unlawful or in a manner not permitted by this EULA;
   8. use the Platforms in a manner reasonably likely to adversely affect Logmaster or other users of the Platform;
   9. rent, lease or lend the Platforms, or make the Platforms available through any commercial hosting or similar service or arrangement;
   10. rent, lease or lend the Platforms, or make the Platforms available through any commercial hosting or similar service or arrangement;
   11. use the Platforms for the purpose of creating a competitive product or service or copying its features or user interface.

3. RESERVATION OF RIGHTS AND OWNERSHIP

The Platforms are protected by intellectual property laws. We reserve all rights, including Intellectual Property Rights, in relation to the Platforms. You have no proprietary or other interest in the Platforms and nothing in this EULA transfers any right, title or interest in the Logmaster Platforms to you.

4. VARIATION

We may amend the terms and conditions of this EULA from time to time with agreement from You. You must accept the amended terms and conditions in order to continue to access and/or use the Platforms. Continued access and/or use of the Platforms shall constitute deemed by us as acceptance by you of any amendment to this EULA. We will make reasonable endeavors to notify you of any amendments to the terms and conditions before they come into effect.

5. GENERAL

5.1 Severance

If any part of this EULA is invalid, unenforceable, illegal, void or voidable for any reason in any jurisdiction, that part of this EULA will, in that jurisdiction only, be:

1. read down to the minimum extent necessary so that it is not invalid, unenforceable, illegal, void or voidable, if practical; or
2. severed from this EULA in any other case,

without invalidating or affecting the remaining provisions of this EULA or the validity of that part of this EULA in any other jurisdiction.

5.2 Waiver

A waiver by Logmaster of a breach of this EULA by you, is not a waiver of any other or any subsequent breach. A failure by Logmaster to take action in the event of a breach of this EULA by you, will not prevent Logmaster from later taking action as a result of that breach.

5.3 Termination

Without prejudice to any of our other rights, we may terminate this EULA if you fail to comply with any of its terms. In case of such termination, you must immediately cease to access and/or use the Platforms.

5.4 Limited Warranty

You acknowledge that the Platforms cannot be guaranteed to be error-free and further acknowledge that the existence of any such error shall not constitute a breach of this EULA. You acknowledge that you have exercised independent judgment in using the Platforms and have not relied on any representation made by Logmaster which has not been stated expressly in this EULA or relied on any descriptions or illustrations or specifications contained in any document including catalogues or publicity material produced by Logmaster.

5.5 Limitation of Liability

1. Except to the extent that liability arises pursuant to a non-excludable statutory provision or right, Logmaster accepts no liability for loss or damage (including any loss of profits or indirect, consequential, incidental, special, exemplary or punitive loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of the use of the Platforms or in respect of the failure or omission of Logmaster to comply with its obligations under this EULA. Except to the extent that liability arises pursuant to a non-excludable statutory provision, Logmaster disclaims all conditions or warranties relating to the Platform, whether express or implied, including but not limited to any implied warranties of merchantability and fitness for a particular purpose.
2. Nothing in this EULA is intended to exclude or modify any non-excludable statutory right or liability. However, to the maximum extent permitted by law, the liability of Logmaster in respect of any claim under such legislation shall be limited, in the case of goods, to the repair or replacement of those goods or payment of the cost of their repair or replacement, or, in the case of services, the re-supply of those services or the payment of the cost of their re-supply.
3. In no event shall Logmaster’s liability for any loss or damage howsoever caused (including but not limited to by way of negligence) in connection with use of the Platforms or in respect of the failure or omission of Logmaster to comply with its obligations under this EULA, exceed the amount of the license fee paid by you to use the Platform.

5.6 Governing law

This EULA is governed by and construed in accordance with the laws of the State of New South Wales and the Commonwealth of Australia and each of the parties submits to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia.

6. RESELLER ORDERS

This Section applies if you purchase the Software, Support and Maintenance or any Additional Services through an authorized partner or reseller of Logmaster (“Reseller”).

1. Instead of paying Logmaster, you will pay the applicable amounts to the Reseller, as agreed between you and the Reseller.  Logmaster may suspend or terminate your rights to use Software if Logmaster does not receive the corresponding payment from the Reseller.
2. Instead of an Order with Logmaster, your order details (e.g., Software, Scope of Use and License Term) will be as stated in the order placed with Logmaster by the Reseller on your behalf, and the Reseller is responsible for the accuracy of any such order as communicated to Logmaster.
3. If you are entitled to a refund under this Agreement, then unless otherwise specified by Logmaster, Logmaster will refund any applicable fees to the Reseller and the Reseller will be solely responsible for refunding the appropriate amounts to you.
4. Resellers are not authorized to modify this Agreement or make any promises or commitments on Logmaster’s behalf, and Logmaster is not bound by any obligations to you other than as set forth in this Agreement.

6.1 License Certifications and Audits

At our request, you agree to provide a signed certification that you are using all Software pursuant to the terms of this Agreement, including the Scope of Use. You agree to allow us, or our authorized agent, to audit your use of the Software (including that of your Authorized Users). We will provide you with at least ten (10) days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that you have exceeded the Scope of Use. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost. If you exceed your Scope of Use, we may invoice you for any past or ongoing excessive use, and you will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to Logmaster at law or equity or under this Agreement.

6.2 Contract Continuation – Solo Only

At the Conclusion of the current billing period, the end user agrees to continue the subscription selection as configured within the billing section of the portal, unless configured by you the user to be unsubscribed to the product.

6.3 Contract Continuation – Business only

In the event of this contract agreement being concluded without a contract to commence at the conclusion, the end user agrees that they will be moved to a monthly ongoing contract at the recommended retail price for month-to-month contacts.