End-User License Agreement
NOTICE TO USER:
This is a legally enforceable agreement between you (“you” or “yours” and other grammatical equivalents) and Itty Bitty Labs Pty. Ltd. (“the Company”), which covers your use of the ‘Reveal’ software product that accompanies this Agreement and related software updates and components, which may include associated media, printed materials, online services and related documentation. (All such software and materials are referred to herein as the “Software” or “the Reveal Software” in accordance with clause 1 a) below).
If you do not agree to the terms of this License Agreement, then do not install or use the Software. This Software is licensed, not sold to you. By explicitly accepting this License Agreement, or by installing, copying, downloading, accessing, or otherwise using the Software, you are acknowledging and agreeing to be bound by the following terms.
- “Software” shall mean the Reveal software including any and all versions and any Updates thereto, in object and source form, and the media and Documentation provided by the Company to you, and for which you are granted a limited license pursuant to this Agreement.
- “Documentation” shall mean any written or electronic reference material, images, video, text or sounds furnished to you in conjunction with the Software, including, without limitation, instructions, guidelines, and end user guides.
- “Intellectual Property Rights” shall mean all intellectual property rights, including, without limitation, patents, all copyright (now existing or later devised), trademarks, and trade secrets.
- “Application” shall mean the portion of the Software installed, as the ‘Reveal.app’ macOS application, on an End User’s Device.
- “Updates” shall mean a modification, error correction, bug fix, new release, or other update to or for the Software.
- “License Key” shall mean the unique identifier that is consumed during Activation of the Application either by you or one of your Organisation Members.
- “Activation” shall mean the process by which a License Key is associated with an End User’s Device upon which the Application is installed.
- “End User” shall mean any of your Organisation Members who have been allocated a License Key through the Account Portal.
- “End User’s Device” shall mean a computer primarily used by the End User.
- “Account” shall mean any account created for access and use of the Account Portal.
- “Account Portal” shall mean the website (https://account.revealapp.com) operated by the Company that allows you to administer your Account. In the case where you have a Team Plan or Enterprise Plan, the Account Portal will allow you to add or remove Organisation Members, allocate License Keys to Organisation Members, and modify your Subscription.
- “Organisation” shall mean an entity that contains Organisation Members and may be associated with a Subscription and License Keys.
- “Organisation Member” (“Organisation Members” and other grammatical equivalents) shall mean any person who you, or your nominated representatives, have invited to join your Organisation.
- “Subscription Term” shall mean a 12 month period.
- “Subscription” means a right to use the Software for the Subscription Term. A Subscription will automatically renew at the end of the Subscription Term unless cancelled by you.
- “Subscription Fee” has the meaning ascribed to It at clause 3.3.
- “Subscription Plan” shall mean the pricing plan (as detailed at https://revealapp.com/pricing) that you choose in connection with a Subscription for the associated functionality and services.
- “Payment Information” has the meaning ascribed to it at clause 3.2.
- “Trial Period” shall mean 14 calendar days from the time of Activation.
- “Trial” shall mean a right to use the Software for a Trial Period for the sole purpose of evaluating the Software.
- “Personal Plan” shall mean a Subscription Plan where the number of Organisation Members is one (1).
- “Team Plan” shall mean a Subscription Plan where the number of Organisation Members is variable.
- “Enterprise Plan” shall mean a Subscription Plan where the number of Organisation Members is variable, and the quantity of License Keys have been purchased in bulk for a negotiated price.
2. GRANT OF LICENSE
The Company may, at its sole discretion, grant you a Subscription, and/or a License for the Software, subject to the terms of a Trial, Personal Plan, Team Plan or Enterprise Plan.
If you have not entered in to a Subscription Plan, or otherwise legally obtained a Subscription, the Trial Terms (2.1) apply to your use of the Software.
The Trial Terms are also applicable to any usage of the Software by you that is not covered under any other Subscription Plan you may have.
The Personal Plan Terms (2.2) apply if you have a Personal Plan. The Team Plan Terms (2.3) apply if you have a Team Plan. The Enterprise Plan Terms (2.4) apply if you have an Enterprise Plan.
The General Terms (3) apply to all license types.
2.1 TRIAL TERMS
The Software may be used for the Trial Period. Upon lapse of the trial period, all of or part of the functionality of the Software will be disabled automatically.
If you wish to use the Software after the Trial Period, you must purchase a Personal Plan, Team Plan, or Enterprise Plan.
2.2 PERSONAL PLAN TERMS
This Subscription Plan grants the right to the Activation and use the Application on no more than 2 devices primarily used by you.
2.3 TEAM PLAN TERMS
This Subscription Plan grants the right:
- To invite Organisation Members to your Organisation.
- To allocate as many License Keys to Organisation Members as is supported by your current Subscription Plan.
- Of an Organisation Member to the Activation and use the Application on no more than one (1) End User Device.
- To the revocation and reallocation of License Keys between Organisation Members.
If entering into a Team Plan, you personally warrant that you have full legal authority to do so.
2.4 ENTERPRISE PLAN TERMS
This Subscription Plan is only available to companies, commercial institutions, government agencies and business entities.
This Subscription Plan grants all of the rights specified in the Teams Plan Terms (2.3), plus the following rights:
- A quantity of License Keys, and price for the Subscription Plan that houses those License Keys that can be negotiated with the Company.
If entering into an Enterprise Plan, you personally warrant that you have full legal authority to do so.
3. SUBSCRIPTION AND PAYMENT
Unless you are using a Trial, access to use the Software requires you to enter into a Subscription Plan with the Company. The pricing of the different Subscription Plans is available at https://revealapp.com/pricing.
If you agree to a Subscription Plan price, that price will remain the same for the duration of the Subscription Term; however, prices are subject to change at the end of a Subscription Term.
3.2 PAYMENT TERMS
All plans are billed in advance on an annual basis. When you purchase a Subscription Plan (such purchase, a “Transaction”) you expressly authorize us (or our Payment Processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including, without limitation, your credit card number, the expiration date of your credit card, and your address(es) for billing (such information, “Payment Information”).
You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information, and that you have read and understood the terms of service of our Payment Processor. When you initiate a Transaction, you authorize us to provide your Payment Information to our Payment Processor so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information).
3.3 AUTHORIZATION FOR RECURRING PAYMENTS
When you purchase a Subscription, you will be charged the applicable fees in accordance with your Subscription Plan (“Subscription Fee”) at the then-current rate. Subscription Fees are outlined at https://revealapp.com/pricing. Please note that our Subscription Fees are fixed for the duration of your Subscription Plan, but are otherwise subject to change, although we will notify you before we effect any change in Subscription Fees.
By purchasing a Subscription, you agree to these terms and acknowledge that your Subscription has recurring payment features. You accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or the Company. We (or our Payment Processor) will automatically charge you in accordance with the term of your Subscription Plan (e.g. each year), on the calendar day corresponding to the commencement of your Subscription Plan, using the Payment Information you have provided. In the event your Subscription began on a day not contained in a given month, your payment method will be charged on a day in the applicable month or such other day as we deem appropriate. We may also periodically authorize your payment method in anticipation of applicable fees or related charges. Your Subscription continues until cancelled by you or we terminate the Subscription in accordance with these Terms.
3.4 PAYMENT FAILURES
We will endeavour to contact you via the email address you have provided for up to seven (7) days in the event of a failure of your chosen payment method. If payment is not received before this period passes, your Subscription will be cancelled without further notice. See 3.6 for details of Subscription cancellations.
3.5 CHANGING A SUBSCRIPTION
You may change your Subscription at any time by adjusting the License Key quantity or otherwise amending your Subscription Plan through the Account Portal. Subscription Fees vary and upon making any such changes, you agree to the adjusted payment terms.
If you choose to add License Keys you will be charged Subscription Fees (plus any applicable taxes and other charges) for the number of new License Keys pro-rated for the remaining portion of the Subscription Term.
If you choose to remove License Keys you will be charged for the remaining number of License Keys at your next renewal. YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION TERM AT THE TIME THAT LICENSE KEYS ARE REMOVED FROM THE SUBSCRIPTION.
3.6 CANCELING SUBSCRIPTIONS
You may cancel your Subscription at any time but please note that such cancellation will be effective at the end of the then-current Subscription Term. YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION TERM AT THE TIME OF CANCELLATION.
To cancel, you can either:
- email us at firstname.lastname@example.org and follow the instructions, if any, that we provide to you in response to your cancellation request, or
- initiate a cancellation through your Account within the Account Portal.
You are responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription Term. If you cancel, we will allow you to continue to use the Software with the account associated with such Subscription until that Subscription Term ends. Once a Subscription has been cancelled, it cannot be renewed or reactivated. You will need to purchase a new Subscription if you wish to continue using the Application.
All sales are final; however refunds may be provided at the discretion of the Company. Once a refund has been processed, any Subscription and its associated Licenses will be cancelled, but also expire immediately, and will no longer be able to be used to activate or use the Application.
4. GENERAL TERMS
4.1 TITLE AN INTELLECTUAL PROPERTY
‘REVEAL’™ represents proprietary common law trademarks owned by the Company and must not be used without written permission.
The Company shall own and retain all right, title and interest in and to all Intellectual Property Rights related to the Software, the Documentation and all improvements to any of them however so created. You do not acquire any other rights, express or implied, in the Software outside of the revocable license granted in clause 2 above. ALL RIGHTS NOT EXPRESSLY LICENSED HEREUNDER ARE RESERVED TO THE COMPANY.
4.2 ARCHIVAL OR BACKUP COPIES
You may copy the Software for backup and archival purposes only, provided that the original and each copy is kept in your possession and that your installation and use of the Software does not exceed that allowed in the “License Grant” section above.
4.3 THINGS YOU MUST NOT DO
The Software and Documentation are protected by Australian and international copyright law. You may not:
- copy the Documentation,
- copy the Software except to make archival or backup copies as provided above,
- modify or adapt the Software or merge it into another program,
- reverse engineer, disassemble, decompile or make any attempt to discover the source code of the Software,
- place the Software onto a server so that it is accessible via a public network such as the Internet,
- sublicense, rent, lease or lend any portion of the Software or Documentation,
- use temporary or disposable “burner” email addresses for the purposes of receiving multiple Trials,
- transfer License Keys or Subscriptions between parties;
- share your Account credentials, or
- share or publicly disclose License Keys outside of your Team
4.4 LIMITATION OF LICENSE VALIDITY
The Company reserves the right to change the terms of this agreement in any future release versions of the Software.
4.5 ONLINE ACTIVATION
The Software requires Activation in order to use it under the terms of this agreement. If the Software is not activated, all of or part of the functionality of the Software will disable automatically. The Company may at its sole discretion decide to adjust the exact technical conditions under which deactivated copies of the Software cease to work. An active, functional Internet connection is required to activate the Software. Licensed use of the Software is bound to the device used to complete activation. The Software may need to be reactivated after replacing the logic board or otherwise changing the hardware configuration of an End User’s Device. You may need to contact the Company to complete reactivation.
4.6 ADDITIONAL SERVICES
Fees may apply for additional services and products offered by the company and others, such as services that integrate with the Software or extend the functionality of the Software.
The Company and its subsidiaries may collect and use technical and related information, such as technical information concerning your computer, system and application software. The Company does not collect (a) any information that identifies your work, (b) any file names or file contents of anything you work on using the Software.
4.8 LIMITED WARRANTY
We warrant that for a period of 14 days after delivery the Software to you the Software will perform in substantial accordance with the Documentation.
To the extent permitted by applicable law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, regardless of whether we know or had reason to know of your particular needs. No employee, agent, dealer or distributor of ours is authorized to modify this limited warranty, nor to make any additional warranties.
4.9 LIMITED LIABILITY
The Software is provided on an “as is” basis, without any warranties or conditions, express or implied, including, but not limited to, any implied warranty of merchantability or fitness for a particular purpose, or any warranty arising by law, statute, usage of trade, or course of dealing. You assume all responsibility and risk for the use of the Software and for the use of any third-party website or service, and the Company disclaims all liability for any loss, injury or damage resulting from use of the Software and any third-party website, whether direct or indirect. Our entire liability and your exclusive remedy for breach of the foregoing warranty shall be, at our option, to return the price you paid minus fees incurred to transfer those funds to you.
IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR THE INABILITY TO USE THE SOFTWARE (EVEN IF WE OR AN AUTHORIZED DEALER OR DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), OR FOR ANY CLAIM BY ANY OTHER PARTY.
4.10 TERM AND TERMINATION
This license agreement takes effect upon your activation of the Software and remains effective until terminated. Termination will occur at the end of the Trial Term, or at the end of the Subscription Term, or on failure to pay a Subscription Plan renewal.
It will also automatically terminate if you fail to comply with any term or condition of this license agreement. You hereby agree that on termination of this license to permanently destroy all copies of the Software and Documentation in your possession.
The Software contains trade secrets and proprietary know-how that belong to the Company and it is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF THE COMPANY’S TRADE SECRET RIGHTS.
4.12 GENERAL PROVISIONS
- 4.12.1 This written license agreement is the exclusive agreement between you and the Company concerning the Software and Documentation and supersedes any prior purchase order, communication, advertising or representation concerning the Software.
- 4.12.2 This is the entire agreement between the parties relating to the subject matter hereof and all other terms are rejected. No waiver or modification of this Agreement shall be valid unless in writing signed by each party. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any term or other breach hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law the remaining provisions of this Agreement shall remain in full force and effect.
- 4.12.3 In the event of litigation between you and the Company concerning the Software or Documentation, the prevailing party in the litigation will be entitled to recover attorney fees and expenses from the other party.
- 4.12.4 This Agreement, and all disputes arising out of or related thereto, shall be governed by and construed under the laws of the State of Victoria, Australia, without reference to conflict of laws principles. All such disputes shall be subject to the exclusive jurisdiction of the state and federal courts located in Australia, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.
5. CONTACT INFORMATION
If you have any questions about this License Agreement, or if you want to contact the Company for any reason, please direct all mail correspondence to: Itty Bitty Labs Pty. Ltd. Level 6, 84 William St, Melbourne, Victoria, Australia, 3000, or electronic correspondence to email@example.com.