1. actual, contingent or prospective;
2. present or future;
3. qualified or unqualified; or
4. incurred jointly or severally with any other person.

Licence means the licence set out in clause 2.1.

Loss means any loss (including Consequential Loss), diminution in value or deficiency of any kind whether direct, indirect, consequential or otherwise.

Material means property, information, software, firmware, documented methodology or process, documentation or other material in whatever form, including any reports, specifications, business rules or requirements, user manuals, user guides, operations manuals, training materials and instructions, and the subject matter of any category of Intellectual Property Rights.

Network means the interconnected group of third party equipment, infrastructure or similar (including mobile or fixed telecommunications, power and utility equipment and infrastructure) which is used, or relied upon, by the User in order to access or use the Application.

Network Provider means a third party provider of all or part of the Network, including a “carrier” or “carriage service provide”, as those terms are defined in the Telecommunications Act 1997 (Cth) and which shall include, but is not limited to, any internet, telephony or power providers.

Online Services means the provision of the Application as an online service by Glass Terra to the User via an internet portal accessible using login details applicable to the User.

Personal Information has the meaning attributed to it under Privacy Law.

Privacy Law means the Privacy Act 1988 (Cth), as amended from time to time.

Report Output(s) means any reports, information and documentation which are derived from the Application.

Scheduled Maintenance means preventative or emergency maintenance in relation to any software used, or relied upon, to provide the Application.

Services means the services provided by Glass Terra to the user in relation to the access to and use of the Application and the Online Services.

Standard Package means the free Services which are offered by Glass Terra and are provided in accordance with the terms and conditions set out in this EULA.

Period has the meaning given to it in clause 3.

User means the individual which has been given access to and use of the Application via the User Account.

User Account means the account created in connection with the User, using the username and log-in details (as either provided by Glass Terra or created by the User) and which contains, without limitation, the User Data inputted by the User, along with the contact details for the User.

User Data means the data relating to the User which is provided by the User, or to the extent applicable, by third parties on behalf of the User, to Glass Terra and is integrated into the Application.

User Technology means the Intellectual Property Rights of the User which are created independently of this EULA.

1.2

Interpretation

1. Unless the contrary intention appears, a reference in this EULA to:
   1. this EULA or another document includes any variation or replacement of it despite any change in the identity of the parties;
   2. one gender includes the others;
   3. the singular includes the plural and the plural includes the singular;
   4. a person, partnership, corporation, trust, association, joint venture, unincorporated body, government body or other entity includes any other of them;
   5. an item, recital, clause, subclause, paragraph, schedule or attachment is to an item, recital, clause, subclause, paragraph of, or schedule or attachment to, this EULA and a reference to this EULA includes any schedule or attachment;
   6. a party includes the party’s executors, administrators, successors, substitutes (including a person who becomes a party by novation) and permitted assigns;
   7. any statute, ordinance, code or other law includes regulations and other instruments under any of them and consolidations, amendments, re-enactments or replacements of any of them;
   8. money is to Australian dollars, unless otherwise stated; and
   9. a time is a reference to Brisbane time unless otherwise specified.
2. The words include, including, such as, for example and similar expressions are not to be construed as 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 and any table of contents or index are for convenience only and do not affect the interpretation of this EULA.
5. A provision of this EULA must not be construed to the disadvantage of a party merely because that party or its advisers were responsible for the preparation of this EULA or the inclusion of the provision in this EULA.

1.3

Parties

1. If a party consists of more than one person, this EULA binds each of them separately and any two or more of them jointly.
2. An agreement, covenant, obligation, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them separately.
3. An agreement, covenant, obligation, representation or warranty on the part of two or more persons binds them jointly and each of them separately.

2.

License

2.1

Grant

Glass Terra grants the User a non-exclusive, revocable, non-transferable, non-sub-licensable, limited licence for the Period to access the Application and use the Services via the User Account.

2.2

Acknowledgement

The User will acknowledge on all Materials regarding, or relating to, the Application (and any accompanying documentation) that:

1. such Materials, including any Report Outputs, are used under licence from Glass Terra;
2. An agreement, covenant, obligation, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them separately.
3. Glass Terra will not be Liable in any way for any Loss (including any loss incurred by the User or any other third party) including any Loss arising from any error, inaccuracy, incompleteness or other similar defect in the Materials and the Report Outputs.

2.3

Restrictions

As a fundamental condition of the Licence, the User agrees:

1. except as provided by clause 2.1Error! Reference source not found., it is acknowledged that the prior consent of Glass Terra is required for the User to sub-licence any right or obligations under this EULA; and
2. that ownership of the Intellectual Property Rights in the Glass Terra Technology (including the Application) is not altered by this EULA and remains with Glass Terra.

2.4

Limited licence

The User acknowledges, and agrees, that the rights granted to it under the Licence are expressly limited to the rights stated in clause 2.1. To the fullest extent permitted by law, all implied rights in relation to the Licence are excluded.

3.

Period

The duration of this EULA commences on the Commencement Date and continues until otherwise terminated earlier in accordance with this EULA (Period).

4.

Obligations of the User

4.1

General obligations

Glass Terra grants the User a non-exclusive, revocable, non-transferable, non-sub-licensable, limited licence for the Period to access the Application and use the Services via the User Account.

1. The User will (in the manner permitted by the Licence):
   1. comply with the Acceptable Use Policy, IP Infringement Policy and Privacy Policy;
   2. ensure that any user identification details and passwords used to access the User Account and the Services are not disclosed or transferred to any other person and are to be kept secure;
   3. ensure that he/she:
      1. is suitably trained on how to use the Services;
      2. employs and implements the correct use and application of the Services in accordance with any manuals or documentation supplied by Glass Terra; and
      3. complies with any other reasonable directions of Glass Terra in relation to the use of the Services; and
   4. comply with all of Glass Terra’s reasonable directions in relation to the use of the Application and any Glass Terra Technology.
2. The User will not:
   1. utilise or distribute the Glass Terra Technology outside the scope of this EULA, including without limitation sublicensing or granting of rights to third parties;
   2. create additional products or services which derive from any Glass Terra Technology; or
   3. infringe any third party’s Intellectual Property Rights when using the Services.

5.

Indemnity

The User indemnifies, and will keep indemnified, Glass Terra against any:

1. Claims against Glass Terra; or
2. Loss suffered by Glass Terra,
   arising from:
3. the negligent acts or omissions of the User (or anyone who accesses the User Account or Application);
4. a Claim that any (or a combination of) the following infringes a third party’s Intellectual Property Rights:
   1. User Data;
   2. Report Outputs;
   3. User Technology;
   4. User Account; or
   5. the Application or the Services, combined with any of the subject matter of paragraph (1) to (4) of above of this clause 5(d);
5. a Claim that any (or a combination of) the following causes Glass Terra to contravene any Privacy Laws:
   1. User Data;
   2. Report Outputs;
   3. User Technology;
   4. User Account; or
   5. the Application or the Services, combined with any of the subject matter of paragraph (d)(1) to (d)(4) of above of this clause 5(d);
6. fraud or any contravention of Law by the User (or anyone who accesses the User Account or Application); or
7. any breach of this EULA by the User (or anyone who accesses the User Account or Application).

6.

Intellectual Property Rights

6.1

Ownership – Glass Terra Technology

1. Ownership of the Glass Terra Technology is not modified by this EULA.
2. The Intellectual Property Rights in the Glass Terra Technology (including but not limited to the Application) remain vested in Glass Terra.

6.2

Ownership – User Technology

1. Ownership of the User Technology is not modified by this EULA.
2. If applicable, the User grants Glass Terra a non-exclusive, non-transferable, worldwide, royalty free licence to use the User Technology and, to the extent applicable, any additional User Data provided by the User for the purposes of providing the Services to the User, for the Period.
3. Notwithstanding clause 6.2(b), the User grants Glass Terra a non-exclusive, non-transferable, worldwide, perpetual, irrevocable, royalty free licence to will be able to use, reproduce, modify and commercialise any data derived from any User Data (including meta-data and Derived Information).

6.3

Prohibited activities

The User will not:

1. reverse engineer or decompile the Application which is accessed and used by the User as part of the Services;
2. use, or permit, the Application to be accessed or used in any way other than in a manner expressly permitted by this EULA;
3. challenge the validity of any Intellectual Property Rights of Glass Terra;
4. merge or interface any third party software (including source code or open source software) with the Application; or
5. permit the Application to be accessed in any unauthorised way, including via interfaces (including exposing or “passing through” a software API or otherwise making the Application accessible as an Application Program Interface (API)),
6. do or permit any other act which infringes Glass Terra’s (or its licensor’s) Intellectual Property Rights.

6.4

Notification of infringement claim

The User must notify Glass Terra party promptly from the date it become aware of:

1. any actual or suspected infringement by a third party of Glass Terra’s Intellectual Property Rights; or
2. any actual or threatened claim by a third party that Glass Terra’s Intellectual Property Rights have or will be infringed by any act, omission or permission by a party in connection with this EULA.

6.5

Survival

This clause 6 survives the termination or expiration of this EULA.

7.

Confidential information

7.1

Non-disclosure

The User must notify Glass Terra party promptly from the date it become aware of:

1. The User must not, without the prior written approval of the other party, disclose Glass Terra’s Confidential Information.
2. The User must take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged for the purposes of this EULA, do not make public or disclose Glass Terra’s Confidential Information.
3. The User is not in breach of this clause 7.1 in circumstances where it is legally compelled to disclose Glass Terra’s Confidential Information.

7.2

Return of Confidential Information

The User must on demand, return to the other party any Confidential Information supplied by Glass Terra in connection with this EULA. The User agrees that confidentiality obligations under this clause 7 shall continue for a period of five years from the termination or expiration of this EULA.

7.3

Security and unauthorised access

The User must use commercially reasonable efforts to ensure that all information and Materials of Glass Terra (or its agents or contractors) in the custody of the User for purposes connected with this EULA are protected at all times from unauthorised access or use by a third party, and from misuse, damage or destruction by any person.

7.4

Acknowledgement as to types of remedy

The User acknowledges and accepts that:

1. Glass Terra would suffer financial and other loss and damage if its Confidential Information was disclosed to any other person or used for any purpose other than as permitted by this EULA and accordingly that monetary damages may be an insufficient remedy; and
2. in addition to any other remedy, which may be available in law or equity, Glass Terra is entitled to injunctive relief to prevent a breach of any of this clause 7.1 and to compel specific performance of this clause 7.1.

7.5

Survival

This clause survives the termination or expiration of this EULA for the duration set forth in clause 7.2.

8.

Suspension

8.1

Suspension

Glass Terra may temporarily suspend (in part or in whole) the provision of the User Account or the Services to the User if:

1. Glass Terra is required by Law to do so;
2. an event of Exceptional Circumstance occurs, which affects or may affect Glass Terra’s ability to provide the Services;
3. if the User is in breach of this EULA; or
4. if Glass Terra has received notice of the User infringing (or repeatedly infringing) a third party’s Intellectual Property Rights.

8.2

Effect of suspension

Suspension in accordance with clause 8.1 will not affect any right which accrue prior to, or after, suspension or the User’s obligations under this EULA.

9.

Termination

9.1

Termination for cause

Either party (First Party) may terminate this EULA immediately by written notice upon the occurrence of one of the following events:

1. if the other party is in breach of this EULA and that other party has failed to remedy the breach within thirty (30) days of a written notice to it from the First Party, specifying the breach and requiring it to be remedied; or
2. if the other party is in breach of this EULA and that breach is not capable of remedy, as reasonably determined by the First Party.

9.2

Termination by Glass Terra

Glass Terra may terminate this EULA:

1. immediately on receiving notice that the User is infringing a third party’s Intellectual Property Rights; or
2. on giving the User three (3) days’ written notice without cause.

9.3

Termination by the User

The User may terminate this EULA on giving Glass Terra three (3) days’ written notice without cause.

9.4

No prejudice of rights

Termination shall not prejudice or affect any right or action which shall have accrued or shall thereafter accrue to either party.

10.

Consequences or termination or expiration

1. Upon termination or expiration of this EULA:
   1. the Licence terminates;
   2. the User must immediately return or (if requested to do so by other party) destroy all Materials belonging to Glass Terra in the User’s possession or control; and
2. Notwithstanding the foregoing, Glass Terra can permanently delete or destroy any User Data or Materials Glass Terra has in its control or possession three (3) after termination or expiration of this EULA.

11.

Liability

11.1

Exclusion of liability

1. To the extent permitted by Law, in no event will Glass Terra be liable to the User for Consequential Loss even if Glass Terra has been made aware of the possibility of such Consequential Loss prior to entering into this EULA.
2. The User agrees Glass Terra is not liable to any third party for any acts or omissions regarding, arising out of, or in connection with, this EULA.

11.2

Implied terms

1. To the full extent permitted by Law, any term which would otherwise be implied into this EULA is excluded.
2. To the full extent permitted by Law, the User acknowledges that the Application (and anything else provided under the Licence) is licensed by Glass Terra on an ‘as is, where is’ basis and Glass Terra makes no warranties or representations as to the Services, including without limitation the Application (and anything else provided under the Licence).
3. In the event any Law implies or imposes terms into this deed which cannot be lawfully excluded, such terms will apply, save that the liability of Glass Terra for breach of any such term will be limited in accordance with clause 11.3(a).

11.3

Limitation of liability

1. Re-performance
   To the extent Glass Terra is found Liable in connection with this EULA, its Liability shall be limited (at the option of Glass Terra) to any one or more of the following:
   1. re-supplying services to which the Liability relates or the supply of equivalent services; or
   2. reimbursing the User (subject to clause 11.3(b)Error! Reference source not found.) for paying someone else to supply the services which the Liability relates.
2. Liability cap
   To the extent that Glass Terra is Liable under, or in connection with, this EULA, then Glass Terra’s cumulative Liability in the aggregate (to the fullest extent permitted by law) shall in no event exceed the sum of $10 (ten dollars).
3. In the event any Law implies or imposes terms into this deed which cannot be lawfully excluded, such terms will apply, save that the liability of Glass Terra for breach of any such term will be limited in accordance with clause 11.3(a).

12.

Privacy law

The User agrees to comply with all Privacy Laws in relation to any and all Personal Information that it collects from Glass Terra in connection with this EULA.

13.

Governing law and jurisdiction

13.1

Governing law

This Agreement is governed by and construed in accordance with the laws of Queensland.

13.2

Jurisdiction

Each party irrevocably:

1. submits to the non-exclusive jurisdiction of the courts of Queensland and the courts competent to determine appeals from those courts, with respect to any proceedings which may be brought at any time relating to this EULA; and
2. waives any objection it may now or in the future have to the venue of any proceedings, and any claim it may now or in the future have that any proceedings have been brought in an inconvenient forum, if that venue falls within paragraph 13.2(a).

14.

Miscellaneous

14.1

Exercise rights

A single or partial exercise or waiver by a party of any right under or relating to this EULA will not prevent any other exercise of that right or the exercise of any other right.

14.2

No assignment

The User must not assign, transfer or novate all or any part of its rights or obligations under or relating to this EULA or grant, declare, create or dispose of any right or interest in it, without the prior written consent of Glass Terra.

14.3

Remedies cumulative

The rights and remedies under this EULA are cumulative and not exclusive of any rights or remedies provided by law.

14.4

Severability

If a provision of this EULA is illegal, invalid, unenforceable or void in a jurisdiction it is severed for that jurisdiction and the remainder of this EULA has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected.

14.5

Further assurance

Each party must promptly at its own cost do all things (including executing and delivering all documents) necessary or desirable to give full effect to this EULA and the transactions contemplated by it.

14.6

Variation

An amendment or variation to this EULA is not effective unless it is in writing and signed by the parties.

14.7

Waiver

1. A party’s waiver of a right under or relating to this EULA, whether prospectively or retrospectively, is not effective unless it is in writing and signed by that party.
2. No other act, omission or delay by a party will constitute a waiver of a right.

14.8

Whole agreement

This EULA:

1. is the entire agreement and understanding between the parties relating to the subject matter of this EULA; and
2. supersedes any prior agreement, representation (written or oral) or understanding on anything connected with that subject matter.