© Forwood Enterprises Limited (‘Forwood’)
30 Canton Road, Tsimshatsui
© Forwood Online ‘Portals’ (and Associated Software)
ALL RIGHTS RESERVED
Agreement To Contract Electronically: You (the ‘User’) and Forwood agree to contract electronically. This means that when you choose the “I Accept” option with your mouse, (at the base of this page), you acknowledge your agreement to these terms and conditions and that you are doing so with the intent to “sign” a contract with Forwood electronically.
End User Licence Agreement for all Forwood Enterprises Ltd Products and Services
IMPORTANT READ CAREFULLY: This End-User Licence Agreement (“EULA”) is a legal agreement between you (“the User”) and the Licensor, Forwood Enterprises Ltd (“Forwood”) in respect of access to the Critical Control Checklists through a Verification App (the “App”) and one or multiple Risk Management Portal Platforms (“CRM Portal”, “MRM Portal“, “CCM Portal” and/or “Online Portal”) (“Forwood Portals”). The App and the Forwood Portals have been offered to you through Forwood’s agent, Forwood Safety Pty Ltd, who has been authorised by Forwood to act as its broker and agent for the distribution of the App and the Forwood Portals. By accessing, downloading or otherwise using any of the Forwood Portals or Apps, including any associated media, printed materials and electronic documentation (the “materials”) you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not access, download or use the Forwood Portals, or any associated materials.
1. GRANT OF LICENSE
1.1 Forwood grants to the User a non-exclusive and non-transferable right to access and use the App and the Forwood Portals for the Nominated Purpose on the terms set out in this EULA and for as long as the User is a Registered User.
1.2 A User will be a “Registered User” if:
a) they have agreed to the terms of this EULA;
b) they have been registered on the relevant App or Forwood Portals;
c) any relevant licence fee has been paid by the User’s employer or principal (if applicable); and
d) the User has not been blocked from using the Forwood Portals due to a breach by the User of the EULA.
1.3 For the purposes of this EULA, the “Nominated Purpose” means accessing, utilizing, reviewing, approving, and completing and/or submitting any Critical Control Verification which the User is permitted to access. If a Service and Licence Agreement between Forwood and the User’s employer or principal is entered into (whether before or after the acceptance by the User of this EULA), then the permitted access of the User will be determined in accordance with that Service and Licence Agreement. In all other circumstances, the permitted access of the User will be at the sole discretion of Forwood.
1.4 The rights granted to the User under the EULA are personal to the User and may not be transferred or assigned to any other person or entity.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
2.1 The User will:
a) only use the App and/or the Forwood Portals for the Nominated Purpose;
b) not copy, capture or download any code, scripts, taxonomies, tools, features or functions from the App and/or the Forwood Portals including ‘screen shots’ of pages, graphics, presentations, training materials or user manuals and help guides contained in the App and the Forwood Portals other than for the Nominated Purpose;
c) not disassemble, create derivative works, modify, reverse engineer, adapt, or decompile, the App and/or the Forwood Portals or the features and functions in the App and/or the Forwood Portals;
d) not use the Forwood Portals for any activity which is obscene, indecent, offensive or defamatory;
e) refrain from tampering with, hindering the operation of or making unauthorized modifications to the App and/or the Forwood Portals;
f) refrain from introducing any virus to or from the App and/or the Forwood Portals;
g) refrain from changing any administration settings on any part of the Forwood Portals;
h) refrain from connecting the Forwood Portals to any other network including the Internet;
i) refrain from collecting information about others, including email addresses;
j) refrain from using any part of the Forwood Portals to send commercial electronic messages in contradiction of the Spam Act 2003 (Cth);
k) keep all passwords, account names, tokens or log in identifications required to access the Forwood Portals secure and confidential;
l) refrain from uploading onto the App and the Forwood Portals any material, or use the Forwood Portals in any way:
a. which infringes the Intellectual Property Rights of any person; or
b. which is unlawful or violates any law; and
m) upon the termination of this EULA, delete or destroy any electronic or hard copies of any ‘screen shots’, code, scripts, source data, reports, graphics or images in his or her possession.
2.2 All uses of the App and the Forwood Portals by the User other than the Nominated Purpose must receive prior written permission from Forwood.
2.3 The User agrees to comply with all policies and instructions notified by Forwood in writing to the User from time to time.
3. MEMBER ACCOUNT, PASSWORD, AND SECURITY
3.1 The Forwood Portals requires the User to choose a user name and password (initially provided by Forwood). The App may only be used if an Online account has been provided to the User. The User is entirely responsible for maintaining the confidentiality of their password and account information. Furthermore, the User is entirely responsible for any and all activities that occur under their account. The User agrees to notify Forwood immediately of any unauthorized use of their account or any other breach of security. Forwood will not be liable for any loss that the User may incur as a result of someone else using their password or account, either with or without their knowledge. However, the User could be held liable for losses incurred by Forwood or another party due to someone else using their account or password. The User may not use anyone else’s account at any time, even if the account holder has provided permission.
3.2 Due to the nature and capabilities of the App no password is required to login. The User may also choose to store login information for convenience on the App. If the user chooses to do so, Forwood Safety mandates that other security features of the device (such as automatic lock of the device and unlocking with a PIN or a biometric sensor) are used to protect the information available. The User is entirely responsible for any and all activities and access to information and data that occur under their account while using the App. The User agrees to notify Forwood Safety immediately of any unauthorized use of their account. Forwood Safety will not be liable for any loss that the User may incur as a result of someone else using the App, either with or without their knowledge. However, the User could be held liable for losses incurred by Forwood Safety or another party due to someone else using the App without their knowledge.
4. CAPACITY AND AUTHORITY TO SIGN
4.1 The User acknowledges that they are duly authorized by their employer or principal to enter into this EULA and that they are at least 18 years of age. Minors can access and use the App and the Forwood Portals and view the information contained if a parent or legal guardian authorizes the minor and agrees to be bound personally by the terms and conditions of this EULA on their behalf.
5. INTELLECTUAL PROPERTY
5.1 Forwood retains ownership of the App and the Forwood Portals and all content on both whether in their original form or as modified by the User during the term of this EULA.
5.2 All Intellectual Property Rights in the App and the Forwood Portals and the code, scripts, features and functions are retained by Forwood.
5.3 Nothing in this EULA affects the ownership of Moral Rights in the App and the Forwood Portals or the materials.
5.4 For the purposes of this EULA, “intellectual property rights” means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, business and domain names, inventions, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields.
5.5 For the purposes of this EULA, “Moral Rights” means:
a) a right of attribution of authorship;
b) a right not to have authorship falsely attributed;
c) a right of integrity of authorship; or
d) a right of a similar nature;which is conferred by statute, and which exists or comes to exist anywhere in the world in a deliverable form comprised within this EULA.
6. COMMERCIAL USE
6.1 Under no circumstances may the User copy, distribute, display, modify, transmit, perform, reproduce, publish, licence, create derivative works from, transfer, or sell any information, software, products or services obtained from (or used in) the App and the Forwood Portals, and its associated services.
7.1 This EULA shall become effective upon indication by the User of acceptance of the terms and conditions detailed in this agreement as evidenced by the User selecting the “I Accept” option at the end of this EULA or by using the App or Online Portals, and shall remain in effect until the User is no longer a Registered User.
7.2 The obligations in clauses 2.1(m), 5, 6, 9 and 10 are continuing and will survive the termination of this EULA.
8. LIMITATION OF LIABILITY AND REMEDIES
8.1 In no event shall Forwood be liable for any special, incidental, indirect, punitive or consequential damages whatsoever (including, but not limited to, damages for: loss of profits, loss of revenue, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the App and/or the Forwood Portals, the Critical Risk and/or Critical Control Verifications or its supporting documentation, or services, or the provision of or failure to provide support services, or otherwise under or in connection with any provision of this EULA, even if Forwood has been advised of the possibility of such damages.
8.2 Notwithstanding any damages that the User might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Forwood under any provision of this EULA and the remedy developed by the User for all of the foregoing shall be limited to the actual amount paid by the User for this licence or $100 Australian dollars whichever is the greater amount. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by any applicable law, even if any remedy fails its essential purpose.
9.1 Forwood will not use or disclose any personal information for a purpose other than discharging its obligations under this EULA or any Service and Licence Agreement with the User’s employer or principal (if applicable). Forwood will take all necessary steps to protect personal information in its possession against misuse or loss and it will return all such information to the User’s employer or principal (or if requested by the User’s employer or principal, destroy or de-identify such information) upon termination or expiry of this EULA.
For the purpose of this clause, “personal information” means information or an opinion about an individual as defined in s 6 of the Privacy Act 1988 (Cth) which is collected, used, disclosed, stored or handled by the supplier for the purposes of this agreement (or as otherwise defined under any other applicable privacy regime).
10.1 A party will not, without the prior written approval of the other party, disclose the other party’s confidential information.
10.2 A party will not be in breach of clause 10.1 in circumstances where it is legally compelled to disclose the other party’s confidential information.
10.3 Each party will 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 the other party’s confidential information.
10.4 Notwithstanding any other provision of this clause, a party may disclose the terms of this EULA (other than confidential information of a technical nature) to its related companies, solicitors, auditors, insurers and accountants.
10.5 For the purposes of this EULA, “Confidential information” means information that is by its nature confidential but does not include:
a) information already known to the receiving party at the time of disclosure by the other party; or
b) information in the public domain other than as a result of disclosure by a party in breach of its obligations of confidentiality under this EULA;
11. ENTIRE AGREEMENT
11.1 This EULA constitutes the entire understanding and agreement of the parties with respect to the subject matter of this EULA. No amendment, modification, or release from any provision of this EULA shall be valid unless effected by mutual agreement by the parties.
12.1 All enquiries regarding this licence or any copying, use or other matters relating to the App and/or the Forwood Portals and their associated software should be directed to:
13.1 Any part or all of any clause of this EULA that is illegal or unenforceable will be severed from this Agreement and will not affect the continued operation of the remaining provisions of this EULA.
14.1 This EULA shall be governed by and construed in accordance with the laws for the time being in force in the State of Victoria Australia and the parties agree to submit to the jurisdiction of the courts and tribunals of that State.
15.1 No forbearance, delay or indulgence by a party in enforcing the provisions of this EULA shall prejudice or restrict the rights of that party, nor shall any waiver of those rights operate as a waiver of any subsequent breach.
16.1 Forwood reserves the right to change the terms of this EULA:
a) with or without further notice to the User; and
b) without giving the User any explanation or justification for such change.