1.1
This End User Licence Agreement (EULA) governs the licensing and support of the Power Trip platform including Game Plan™, Optimiser™, Network™ and Steward™, and related administration software (Software) by Power Trip Limited (Power Trip, we, us, our).
1.2 By clicking the “accept” button and/or by downloading, using or otherwise accessing the Software, you agree yourself, and on behalf of your organization and/or all users within your organization, (together Licensee, you, your) to comply with the terms of this EULA and you agree that all use of, and access to, the Software by you is governed by the terms of this EULA which are legally binding on you.
1.3 If you do not agree to any of the terms of this EULA then you should not download and/or use the Software and you should delete any copy of it in your possession or control.
1.4 You are responsible for ensuring that all of your users who are permitted by you to use the Software (Permitted Users) review and accept the terms of this EULA and you are liable for all breaches of this EULA by your Permitted Users.
Software licence
2.1 Subject to the terms and conditions of this EULA, we grant you a non-exclusive, non-transferable, non-sub-licensable and revocable licence to download and use the Software for your internal business purposes.
2.2 You will access the Software via a login we provide for that purpose.
2.3 Except as expressly permitted under this EULA, you must not:
(a) sell, resell, rent, lease, loan, supply, publish or distribute;
(b) modify, edit or adapt; or
(c) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, or create derivative works of,
the Software or any part of it.
2.4 You must not allow any login details or passwords to be shared with any third party and you must ensure only Permitted Users within your organization are given access to the Software.
2.5 You must not use the Software for any illegal or unlawful purpose.
Information and data
3.1 All data we collect through your use of the Software remains yours but we may use, process and retain a copy of that data for the purposes of improving our Software and providing our products and services.
3.2 You must obtain all consents and approvals from your Permitted Users to enable them to use the Software in the manner intended and for us to collect and process the data generated through that use.
3.3 You agree that you are responsible for keeping the information connected with you up to date.
3.4 You agree that, whenever you provide us with any information or materials, either through the Software or in any other way:
(a) all information that you provide to us will be accurate, complete and up to date, and you will provide us with all information requested;
(b) you have all the rights necessary to provide the information and materials to us and for us to use that information for the purposes of providing the Software to you; and
(c) for any personal information you provide to us about any person, you have obtained that person’s consent to provide us with that information and for us to use that information in accordance with this EULA and in accordance with our Privacy Policy.
4. Intellectual property rights
4.1 We own all intellectual property rights in and to the Software and you obtain no rights, title or interest in or to the Software other than the limited licence rights set out in this EULA.
4.2 All rights not expressly granted in this EULA are reserved by us. In particular, this EULA does not grant you any rights to use any intellectual property rights other than our Software, including any of our trade marks or logos.
5. Term and termination
5.1 The term of your agreement with us commences upon the date you accept this EULA (Commencement Date) and continues, unless terminated early in accordance with its terms, for so long as you use the Software.
5.2 We may terminate this agreement and your rights to use the Software at any time:
(a) if you or your Permitted Users breach any provision of this EULA;
(b) if you fail to pay any fees due for the use of the Software by the due date; or
(c) if we decide to discontinue provision of the Software to all Customers.
5.3 You must cease all use of the Software on termination of this EULA.
6. Fees and payment
6.1 You must pay any applicable fees for the Software in the amounts and in accordance with the payment instructions provide by us from time time.
6.2 Payment may be direct to us or to our resellers or channel partners.
7. Warranties and liability
7.1 Subject to clause 7.3:
(a) we make no representations or warranties about the suitability or performance of the Software for any purpose; and
(b) the Software is provided “as is” and any express or implied warranties, including, but not limited to, implied warranties or merchantability and fitness for a particular purpose, are disclaimed to the extent permitted by law.
7.2. You acknowledge that software is never wholly free from defects, errors and bugs and the internet is not totally secure and, accordingly, we do not warrant or represent that:
(a) the Software will be free from defects, errors or bugs;
(b) the Software will be unaffected by cyber attacks or viruses; or
(c) your use of the Software will be uninterrupted, timely or secure, or that the Software will always be available for use or available for any minimum periods of uptime unless otherwise agreed in writing.
7.3 Certain laws in your jurisdiction may imply terms into some contracts for the supply of goods and services and prohibit the exclusion, restriction and modification of such terms (Implied Terms). Nothing in this EULA operates to exclude, limit, restrict or modify:
(a) the application of the Implied Terms;
(
b) our liability for breach of an Implied Term (except to the extent that liability may be restricted in accordance with clauses 7.4 and 7.5 below); or
(c) any other liability that may not be excluded, limited, restricted or modified under any applicable laws.
7.4 Subject to clause 7.3, in no event will we will liable, whether in contract, tort (including negligence), statute or in any other way, to you for:
(a) loss of revenue or profit, loss of anticipated savings, loss of goodwill or opportunity, loss of production, loss or corruption of data; or
(b) loss, damage, cost or expense of any kind whatsoever that is indirect, consequential, or of a special nature,
arising, directly or indirectly, out of the use or licensing of the Software, or otherwise arising out of this Agreement, even if we had been advised of the possibility of such damages, and even if such loss, damage, cost or expense was reasonably foreseeable by us.
7.5 Subject to clause 7.3, our maximum liability to you in relation to the Software or your use of the Software or otherwise arising out of or in connection with this EULA, is limited to the fees you pay for the Software.
7.6 Our Software may be used in conjunction with third party software and/or hardware which is not supplied by us and for which we are not responsible, and you acknowledge and agree that we are not responsible for the performance or availability of such third party software and/or hardware.
8. Privacy policy
8.1 Your privacy is important to us. We gather, process, use, store and disclose information about you and your use of the Software in accordance with our privacy policy, which may be found here.
8.2 Our privacy policy forms part of this EULA, and by downloading and/or using our Software you agree to our privacy policy.
9. General
9.1. We may amend or modify this EULA at any time.
9.2. Any change or variation to these EULA shall be notified to you the next time you use the Software and shall become effective on the date so notified.
9.3. We will not be deemed to have waived any provision of this EULA unless that waiver is in writing and signed by us. Any such waiver will not be, or deemed to be, a waiver of any other right under this EULA. Any failure or delay by us to enforce any provision of this EULA will not be considered to be a waiver of that provision.
9.4. We may assign, novate or otherwise transfer any of our rights or obligations under this EULA to any other person. You agree to execute any documentation that we may reasonably require to give effect to this clause including a form of novation.
9.5. If any provision of this EULA is held to be illegal, invalid or unenforceable, then (to the maximum extent permitted by law), that provision will be severed from this EULA and this will not affect the validity or enforceability of the other provisions of this EULA.
9.6. If any provision of this EULA is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this EULA will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
9.7. This EULA shall be governed by and construed in accordance with the laws of New Zealand. Your use of the Software may also be subject to other local, state, national, or international laws.
Last updated [November 2022]