Terms of Use ("Terms") Last updated: (03/02/2021) Please read these Terms of Use ("Terms", "Terms of Use") carefully before using the http://www.mayasoft.com.au website and the app Mayasoft Aged Care Solution - MACS application (the "Service") operated by Mayasoft Pty Ltd ("us", "we", or "our"). Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms and license agreement. These Terms apply to all visitors, users and others who access or use the Service. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms, then you may not access the Service. Purchases If you wish to purchase any product or service made available through the Service ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your … Termination We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. Warranty To the maximum extent permitted by law, except as provided for in the agreement, the software and documentation are provided “as is”. Mayasoft makes no other warranties, statutory, express or implied, and specifically disclaims the warranties of merchantability, fitness for a particular purpose and noninfringement with respect to the software and the documentation. in addition, Mayasoft does not warrant that the software’s operation will be uninterrupted or error-free, or that all defects will be corrected. Limitation of Liability Except for (i) infringement or misappropriation of the other party's intellectual property rights, including trade secrets; (ii) damages for bodily injury, death, damage to real or tangible personal property; (iii) intentional misconduct or gross negligence; or (iv) any other liability that may not be limited under applicable law (the "excluded matters"), in no event will either party be liable for any loss or unavailability of or damage to data, lost revenue, lost profits, failure to realize expected savings, damage to reputation, business interruption, downtime costs or any indirect, incidental, consequential, special, punitive, exemplary or any similar type of damages arising out of or in any way related to the agreement, the use or the inability to use the software, maintenance or consulting services, even if advised of the possibility of such damages. customer assumes all responsibility for the selection of the software and other products, or services provided hereunder to achieve customer's intended results. Links To Other Web Sites Our Service may contain links to third-party web sites or services that are not owned or controlled by Mayasoft Pty Ltd Mayasoft has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Mayasoft Pty Ltd shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services. Changes We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 7 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. Licence Under this Terms of use (the "Agreement"), Mayasoft Pty Ltd (the "Vendor") grants to the user (the "Licensee") a non-exclusive and non-transferable licence (the "Licence") to use Mayasoft Aged Care Solution - MACS (the "Software") on Trial. "Software" includes the zip solution file and any related printed, electronic and online documentation and any other files that may accompany the product. Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a licence for use only and is not in any way a transfer of ownership rights to the Software. The Software may be loaded onto no more than one crm instance. A single copy may be made for backup purposes only. The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties. The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies. Failure to comply with any of the terms under the Licence section will be considered a material breach of this terms of use. Licence Fee After trial, the original purchase price paid by the Licensee will constitute the entire licence fee and is the full consideration for this Agreement. Limitation of Liability The Software is provided by the Vendor and accepted by the Licensee "as is". Liability of the Vendor will be limited to a maximum of the original purchase price of the Software. The Vendor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software. The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee. The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry. Warrants and Representations The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the licence to use this Software is not in violation of any other agreement, copyright or applicable statute. Acceptance All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee ("Acceptance") on installation of the Software. User Support No user support or maintenance is provided as part of this Agreement. Term The term of this Agreement will begin on Acceptance and is perpetual. Termination This Agreement will be terminated and the Licence forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. On termination of this Agreement for any reason, the Licensee will promptly destroy the Software or return the Software to the Vendor. Force Majeure The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to mitigate such an event. Governing Law The Parties to this Agreement submit to the jurisdiction of the courts of the State of Queensland for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the State of Queensland. Miscellaneous This Agreement can only be modified in writing signed by both the Vendor and the Licensee. This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result. This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Vendor's successors and assigns. Notices All notices to the Vendor under this Agreement are to be provided at the following address: Mayasoft Pty Ltd: Suite 320 147 Pirie St Adelaide SA 5000