This document (Trial Subscription Agreement) governs the Order Form. 

1. Grant of Royalty-Free Licence

Subject to the terms and conditions of this Agreement and in consideration of the mutual promises made herein, Licensor grants Customer a royalty-free, limited, non-exclusive, non-transferable licence to use the Service solely for the Approved Purpose during the trial period stated in the Order Form (Trial Period).

2. Service Parameters

(a) The Service may only be used lawfully and for the Approved Purpose by Customer and its End Users.

(b) Without limiting clause 2(a), Customer and all End Users must not reverse engineer, modify, develop derivative works from, upload unlicensed third party or inappropriate material to, and/or by unauthorised means access the Service.

3. Customer Responsibilities

Customer is solely responsible for:

(a) Customer and any End Users complying with this Agreement and the Fair Usage Terms;

(b) obtaining any necessary consents, licences and/or approvals to use the Service;

(c) providing its own technology to access and use the Service;

(d) ensuring the Customer Data is suitable for use with the Service.

4. Ownership of Intellectual Property

(a) All Intellectual Property Rights in and to the Service and output of the Service, including those in any copy, modification, enhancement, configuration, derivative work or other development of the Service developed by or on behalf of Customer, vest or remains vested in Licensor. If any such Intellectual Property Rights vest in Customer, Customer assigns those Intellectual Property Rights to Licensor with immediate effect. Customer must take all further steps (including execution of documents) necessary to give effect to this clause.

(b) Neither Customer nor any End User receives any right, title or interest in or to the Service other than under clause 1.

(c) Customer must immediately notify Licensor in writing upon becoming aware of any:

(i) infringement or unauthorised use of the Service by any person, including any End User; or

(ii) claim that use of the Service infringes any Intellectual Property Rights.

(d) If the Service is the subject of a claim described in clause 6(c), Licensor may (at its cost and option) either:

(i) procure the right for Customer to continue using the Service;

(ii) modify the Service such that it no longer infringes the relevant Intellectual Property Rights; or

(ii) terminate the Agreement.

5. Customer Data

(a) All rights in and to the Customer Data vest in Customer.

(b) Licensor may:

(i) process the Customer Data for the purpose of providing the Service; and

(ii) use Customer Data in anonymised, aggregated form such that Customer is not identifiable for billing, capacity planning, compliance, security, integrity, availability, providing and improving the Service.

6. Confidentiality

(a) A Party must only disclose Confidential Information:

(i) to its personnel or professional advisors that need to know the Confidential Information for the purposes of the Agreement and that are subject to obligations equivalent to this clause 6;

(ii) as required by any stock-exchange rules, applicable laws and/or any order of any court, tribunal, authority or regulatory body; and

(iii) with the prior written consent of the other Party.

7. Privacy and Data Protection

(a) Privacy. Each Party must comply with all applicable Privacy Laws.

(b) Data Security. Licensor must implement reasonable security controls to protect Customer Data against loss, unauthorised access, modification and disclosure (Data Breach) in accordance with applicable Privacy Laws.

(c) Data Breaches. If either Party becomes aware of an actual or suspected Data Breach affecting the Customer Data relating to the Services:

(i) that Party must promptly notify the other Party in writing;

(ii) each Party must reasonably assist the other to investigate;

(iii) each Party must obtain the other Party’s consent to name the other Party in any public release; and

(iv) a Party may make a notification or communication about the Data Breach if the other Party is required to do so under applicable law but fails to do so.

8. Warranties

Licensor provides the Service and any associated support “as is” and excludes any conditions, warranties, indemnities, obligations, liabilities and guarantees. Customer uses the Service at its own risk.

9. Termination

(a) This Agreement terminates when the Trial Period ends.

(b) Licensor may terminate the Agreement for convenience or Customer’s breach by giving Customer written notice.

(c) When the Agreement terminates, Customer must immediately stop using the Service unless Customer purchases a subscription to the Service, under a separate agreement.

10. Liability

To the extent permitted by law, Licensor excludes all liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence) or any other basis in law or equity, including but not limited to any Indirect Loss.

11. Governing Law & Jurisdiction

The Agreement is governed by the laws of Western Australia. The Parties submit to the Western Australian courts’ exclusive jurisdiction of the courts of Western Australia.

12. Miscellaneous

(a) Counterparts & Execution: The Order Form may be signed by one or more Parties in any number of copies, all of which are deemed to comprise one document.

(b) Amendment: Licensor may amend the Trial Subscription Agreement by posting the amended version at https://idoba.com/trial-subscription-agreement-terms-conditions. An amended Trial Subscription Agreement only applies to Order Forms entered into after date of the amendment.  

(c) Transfer: Licensor may subcontract its obligations under the Agreement and/or assign or novate its rights under the Agreement.

13. Definitions

In this Agreement, these terms have the following meanings:

Agreement means the agreement consisting of this Trial Subscription Agreement and the Order Form.

Approved Purpose means Customer’s internal evaluation of the Service (without any right to use the Service for commercial, external or any other purpose).

Confidential Information means all non-public information that is confidential in nature or marked as confidential relating to a Party and/or its affiliates disclosed by one Party to the other Party (such as, without limitation, any Intellectual Property in the Service).

Customer means the person or entity specified as such in the Order Form.

Customer Data means any data, information or material uploaded to or processed through the Service by Customer, excluding Licensor Data.

End User means any person who accesses or uses the Service through Customer’s trial licence.

Fair Usage Terms means the document or terms called as such as available at https://www.idoba.com/fair-usage-terms.

Indirect Loss means:

(a) loss of profit, loss of revenue, loss of anticipated savings, loss of opportunity, loss of use, loss or corruption of data, loss of reputation, loss of goodwill, or loss of contract; and

(b) any loss, damage, liability, cost (including all legal and other professional costs on a full indemnity basis), charge, expense, outgoing, fine or payment of any nature or kind that does not arise naturally or according to the usual course of things from a breach, act or omissions relating to the Agreement.

Intellectual Property Rights means any intellectual or industrial property rights, including:

(a) all patents, trademarks, copyright, designs, trade secrets, know-how and rights in Confidential Information (including the right to enforce an obligation to keep information confidential);

(b) all licences and other rights to use or grant the use of any of the foregoing or to be the registered proprietor or user of any of the foregoing;

(c) all computer programs, data and software, including source code; and

(d) all user manuals, technical information and other documentation relating to the use or operation of the computer programs and other relevant systems,

and in each case, whether registered or unregistered and existing in Australia or elsewhere in the world and whether created before or after the date of the Agreement.

Licensor means the person or entity specified as such in the Order Form.

Licensor Data means data, information or material comprised in the Service as provided by Licensor and any usage or data analyses.

Order Form means any order form: (a) prepared by the Licensor and executed by the Customer; or (b) completed online by Customer and confirmed as accepted by Licensor, detailing Customer’s trial Service subscription and referencing this Trial Subscription Agreement.

Party/Parties means Customer and/or Licensor as the context requires.

Privacy Laws means any applicable law governing the processing of personal data in connection with the Agreement, including the Privacy Act 1988 (Cth).

Service means Licensor’s proprietary cloud service specified in the Order Form.