Terms & Conditions

This End User Licence Agreement (“EULA”) is a legal agreement between Composable Labs (ACN INSERT) at INSERT ADDRESS (“Composable Labs”) (on behalf of itself and its related bodies corporate) and the Customer/You.  By expressly indicating your agreement to the EULA, or by using the Platform you acknowledge your acceptance of the terms outlined herein.

General Terms

1. Definitions

Account Partner means the account-level commercial partner with whom you have your own arrangement, and through whom you access and use the Platform.

Composable Labs Background IP means any Intellectual Property of Composable Labs incorporated into or forming part of the Platform.

Confidential Information means all trade secrets, ideas, know-how, concepts and information that comprise any part of the Platform and any information relating to Composable Labs, the Account Partner, or to Your business operations or transactions and any information regarding Composable Labs’ users, Account Partners, or your Clients (including all Data), or is information marked as confidential or is by its nature confidential.

Client/s means your clients.

Content meansany text, documents, audio, photographs or videos, including any articles, publications or reports.

Corporations Act means the Corporations Act 2001 (Cth).

Customer/s or You means you, the end user of the Platform.

Data means any data input or maintained in the Platform, which may include Content.

Data Breach means any:

1. misuse of, or damage to Personal Information;
2. accidental or unauthorised access to, or accidental or unauthorised disclosure of, or processing of, any Personal Information; or
3. loss or destruction of any Personal Information including any data breach (or substantially similar term) as defined by applicable privacy laws.

EULA means this Customer End User Licence Agreement.

Intellectual Property means any patent, trademark, service mark, business or company name, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered, subsisting now or in the future, and any rights to enforce such rights.

Personal Information has the meaning given to that term in the Privacy Act, and includes any such information of any individual, including Clients or otherwise.

Platform means the Composable Labs platform provided in the form of software-as-a-service hosted by Composable Labs.

Privacy Act means the Privacy Act 1988 (Australia), including the Australian Privacy Principles (as may be amended from time to time).

Schedule means any schedules to this EULA (if any).

• Access and security of your credentials

1. Composable Labs grants you a limited, non-exclusive, non-transferable license to use the Platform subject to the terms and conditions set forth in this EULA.
2. You will ensure all usernames and passwords required to access the Platform are kept secure and confidential. You are entirely responsible for any access to your account using your usernames and passwords.
3. You must immediately notify Composable Labs of any unauthorised use of Your passwords or any other breach of Your security.
4. Composable Labs may require you to prove your identity via multi-factor authentication. We may contact you via text, email or voice message to the phone or email address we have on file for your account. You will need to enter the access code sent to you in order to gain access to the account.

• Termination, cancellation and suspension of EULA
• We shall have the right to terminate this EULA (including but not limited to removing your Platform access) immediately by notice: (a) if we are required to do so under law; (b) if you, your Account Partner or any of your related bodies corporate or any Client has violated this EULA, or caused us to breach any applicable law or code of conduct; (c) subject to law, if you or your Account Partner seek protection under any bankruptcy, receivership, or comparable, proceeding, or become liquidated, dissolved, bankrupt or insolvent, whether voluntarily or involuntarily; or (d) if your Account Partner, you or any Client engages in any misleading, deceptive, fraudulent or otherwise illegal conduct in connection with the Platform.
• We may terminate this EULA for any reason upon providing sixty (60) days’ written notice to you.
• We may modify, update, suspend, delete, discontinue or impose new conditions on the use of the Platform at any time. If these changes impact you in a material way, unless contrary to law we will advise you in advance.
• In the event of an early termination of this EULA, your payment obligations, indemnity obligations and liability obligations shall survive, in addition to any other clauses of this EULA that would, by their nature, survive.
• In the event of any material breach by Composable Labs of the terms and conditions of the EULA, You shall have the right to terminate the EULA if we have not remedied the breach thirty (30) days after receipt of written notice from you specifying the breach.
• You can terminate this EULA (and thus cancel your access) at any time.  Subject to the above, the termination and cancellation shall take effect at the end of the agreed term, unless otherwise required by law.
• Termination of the EULA is without prejudice to the rights and obligations of the parties accrued up to and including the date of termination. On termination of this EULA, You will:
  • remain liable for any accrued charges and amounts which were due for payment before or after termination; and
  • Immediately cease to use the Platform and the Website.
• Nothing in this clause purports to or shall limit or reduce your rights at law, including under the Australian Consumer Law.
• This clause survives termination or expiration of this EULA.
• Content and Intellectual Property rights in Platform
• Composable Labs is not responsible for the accuracy, compliance, legality, correctness or veracity of any Content, or for any third party rights clearances that may apply in relation to such Content. Responsibility for Content rests with you and/or your Account Partner at all times, and you expressly release Composable Labs in this regard. You acknowledge and accept that all responsibility in relation to the Content that you upload or access in connection with the Platform rests with You, and/or your Account Partner. As between Composable Labs and You, You are responsible at all times for Content.  
• Nothing in the provision of the Platform by Composable Labs shall, at any time, be considered the provision of professional advice by Composable Labs.
• In the event of any claim by any third party relating to Content, you shall indemnify and hold harmless Composable Labs and its related bodies corporate in relation to any loss or damage.
• To the extent permitted by law, Composable Labs (or the relevant third party as the case may be) shall retain all right title and interest in any Composable Labs Background IP and any other Intellectual Property rights in respect of the Platform, including all copyright in any source code or other materials. Nothing in this EULA transfers any ownership of Intellectual Property rights in the Platform or the Composable Labs Background IP to You. You acknowledge that any and all Intellectual Property used or embodied in or in connection with the Platform shall remain the sole property of Composable Labs or the owner(s) of the Intellectual Property in question (as the case may be). Similarly, we acknowledge that all of Your Content shall remain owned by You, and we enjoy a licence to use that Content so as to provide the Platform to you only, or as may otherwise be agreed with You.
• This clause survives termination or expiration of this EULA.

• Communication
• As a condition of this EULA, if You use any communication tools available through the Platform, You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Platform. You also must not post any other undesirable or objectionable material (as deemed by Composable Labs acting reasonably), including (but not limited to) making unsolicited or illegal offers of goods or services for sale, files that may damage any other person’s computing devices or the Platform, content that may be profane or offensive to any of our users, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use or share).
• When You make any communication through the Platform, You represent that You own the content of, or are authorised to use the content of, the communication, including any branding or indicia you use or upload to the system. Composable Labs is under no obligation to ensure that the communications on the Platform are legitimate or that they do not infringe third party rights or that they are related only to the use of the Platform. As with any other web-based forum, You must exercise caution when using the communication tools available on the Platform. However, Composable Labs does reserve the right to remove any communication at any time.

• Confidentiality
• Unless the relevant party has the prior written consent of the other or unless required to do so by law (in which case the party shall provide notice to the other as soon as reasonably practicable), each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with this EULA. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person (other than where required to subcontractors), or use the same for its own benefit, or use the Confidential Information for any purpose other than for Composable Labs to provide the Platform to You as contemplated by this EULA. Each party’s obligations under this clause will survive termination of this EULA.
• The provisions of this clause shall not apply to any information which:
  • is or becomes public knowledge other than by a breach of this clause;
  • is received from a third party who lawfully acquired it and who is under no obligation of confidence;
  • is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
  • is independently developed without access to the Confidential Information.

• Each party must maintain effective security measures to protect Confidential Information from unauthorised access, use, copying or disclosure that are at least as protective as the measures the party uses to protect their own Confidential Information.
• Either party must immediately notify the other party of the disclosure or any suspected or actual unauthorised use, copying or disclosure of the other party’s Confidential Information and cooperate with the other party’s reasonable requests to address the issue.
• If the disclosing party requests that the other party destroy any documents and materials containing Confidential Information, the other party must, if possible and using reasonable business endeavours, erase all electronic or computer data or programs containing the Confidential Information and must confirm in writing the Confidential Information has been destroyed except for board or committee minutes or papers or electronic backup systems that are not easily accessed or that are required for legal or archival purposes.
• This clause survives termination or expiration of this EULA.

• Data Security
• You are responsible for Your Content and the accuracy of all of your Data.
• Composable Labs adheres to industry best practice policies and procedures to prevent data loss or data breaches, including regular system data back-ups, but does not make any guarantees that there will be no such event or any loss or corruption of Data. Composable Labs also has processes and procedures in place for data recovery, however makes no guarantees that all Data will be recoverable. Composable Labs expressly excludes liability for any loss of Data except where caused by the wilful misconduct or fraudulent act or omission, negligence, or breach of this EULA of Composable Labs, to the extent permitted by law. For clarity, Composable Labs has in place all commercially reasonable data protection policies and procedures to protect, safeguard and maintain the confidentiality, integrity and security of its information technology systems and all information, data and transactions stored or contained therein or transmitted thereby, including personally identifiable information (as such information or terms are defined and/or regulated under applicable laws, policies, EULAs, and guidelines of any governmental entity or regulatory agency), against any unauthorised or improper use, access, transmittal, interruption, modification or corruption.
• Composable Labs is not a data storage service provider. When we notify you that your Data will be stored outside of Composable Labs (i.e. by third party service providers or subcontractors), the terms of those service providers will apply and to the extent permissible by law, we waive all liability in relation to the acts or omissions of those service providers unless we expressly agree otherwise in writing.
• In the event of a data breach, Composable Labs once aware of the breach will notify You within 48 hours and the relevant authorities as required by law.
• For the sake of clarity, Composable Labs shall comply with all applicable laws in respect of data breaches, including the Notifiable Data Breaches scheme pursuant to the Privacy Act.
• This clause survives termination or expiration of this EULA.

• Privacy
• Composable Labs maintains a privacy policy that sets out its obligations in respect of Data that Composable Labs collects, processes and handles on its own account and for its own purposes. Composable Labs will collect information from You and is the sole owner of information we collect from You. Composable Labs will handle Your Personal Information in accordance with the applicable laws. The Composable Labs Privacy Policy is available at [URL].
• When performing this EULA each party must comply with the Privacy Act as it applies to each of them.
• Before uploading any Data (that may contain Personal Information) into the Platform, you must ensure you have the right and authority to do so, under law.
• You are responsible for ensuring that your use of the Platform, including but not limited to distributing Content to recipients (such as Customers and/or Clients), is entirely compliant with law. This will include (but is not limited to) ensuring compliance with the Privacy Act, the Spam Act 2003 (Cth) and any other applicable legislation.  Composable Labs takes no responsibility for and shall have no liability in relation to your use of the Platform, in terms of compliance with such legislation, to the extent permissible by law.
• Each of You and Composable Labs agrees that it must ensure that any of its employees who is required to deal with Personal Information for the purposes of this EULA is made aware of the obligations in relation to privacy.
• On termination of this EULA, Composable Labs will deal with any Personal Information in accordance with its Privacy Policy and this EULA (as applicable).
• When you use the Platform we may create anonymised (de-identified) statistical data from your Data and in connection with the usage of our services, including through aggregation. Once anonymised, we may use it for our own purposes, such as to provide and improve our services, to expand the Platform or our product offerings or for our other business purposes.
• These clauses survive termination or expiration of this EULA.

• Changes to this EULA

This EULA may be modified by us at any time, which we shall communicate to you by posting changes to this EULA on the Composable Labs website and within the Platform. We may need to make such changes for legal, compliance or other reasons. Each time you access or use the Platform, you will be deemed to have accepted any such changes. Should You not agree to or accept a change to this EULA made by Composable Labs, You can cancel your access.

1. Governing Law

This EULA is governed by the laws of the State of New South Wales, Australia, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to your use of the Platform or this EULA shall be filed only in the State or Federal courts located in New South Wales, Australia and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. 

1. Indemnity
2. To the extent permitted by law, You agree to defend, indemnify and hold harmless Composable Labs, its related bodies corporate, their officers, directors, employees and agents, from and against any and all claims, costs, damage or losses actually incurred by Composable Labs:
3. arising from Your use of and access to the Platform;
4. arising from Your Clients’ use of and access to the Platform;
5. any services that You provide using the Platform;
6. any material breach of any clause of this EULA by You or your Clients or any obligation You may have to Composable Labs including (but not limited to) any reasonable costs relating to the breach (including attorney’s fees);
7. your Client’s or your violation of any third party right, including without limitation any copyright, intellectual property, or privacy right; and
8. the payment or non-payment of any taxes.
9. The above indemnity shall be reduced to the extent that Composable Labs caused or contributed to the loss in question through its own negligence.
10. This defence and indemnification obligation will survive this EULA and your use of the Platform and the expiry of Your use of the Platform.
11. Composable Labs will take all reasonable steps to mitigate such losses as may be otherwise covered under the above indemnity.

1. Intellectual Property
2. Title to, and all Intellectual Property in the Platform and any documentation relating to the Platform remain the property of Composable Labs (or its licensors). Composable Labs will defend, indemnify, and hold You harmless from and against any claim that Your use of the Platform or documentation in accordance with this EULA infringes the Intellectual Property of any person, other than where that claim relates to Your Content. Composable Labs takes no responsibility in relation to Content you create or have created, or send to your Customers or Clients.
3. Composable Labs warrants to You that it is duly authorised to grant You and Your users the right to use the Platform as per this EULA.
4. This clause survives termination or expiration of this EULA.

1. Liability
2. To the extent permitted by law and subject to this EULA, Composable Labs waives all liability in respect of any errors or omissions in the Platform and shall not be held liable for any consequential, direct or indirect loss or damage incurred by You as a result of the use of the Platform or of any reduction in utility in the Platform due to any errors or omissions.
3. Nothing in this EULA is intended to, nor shall, limit or reduce the operation of the Australian Consumer Law or your rights thereunder, including but not limited to any applicable consumer guarantees that may apply to your use of the Platform.
4. Composable Labs disclaims all warranties, either express or implied, to the maximum extent permitted by law.  To the extent permitted by law, where applicable and we incur liability for a breach of a consumer guarantee under the Australian Consumer Law, our liability is limited to (at our election):
   1. In the case of a supply of goods: (i) replacing the goods or supplying equivalent goods; (ii) repairing the goods; (iii) paying the cost of replacing the goods or acquiring equivalent goods; or (iv) paying the cost of having the goods repaired; and
   1. In the case of a supply of services: (i) resupplying the services or (ii) paying the cost of having the services supplied again.
5. To the maximum extent permitted by law, Composable Labs excludes for itself, its related bodies corporate, and their officers, employees, agents and contractors, all liability for all claims, expenses, losses, damages and costs made against or incurred or suffered by you directly or indirectly (including without limitation lost costs and profits) arising out of:
   1. your use of or access to the Platform;
   1. any act or omission of Composable Labs including Composable Labs’s negligence or the negligence of our officers, employees, agents or contractors.
6. To the maximum extent permitted by law, each party to this EULA excludes all liability and responsibility in contract, tort (including negligence), or otherwise, for any indirect or consequential loss, including but not limited to loss of opportunity, loss of or damage to goodwill or reputation, extra staff costs or overheads resulting, directly or indirectly, from the use of, or reliance on, the Platform or relating to this EULA.
7. Subject to law, if either party suffers loss or damage as a result of a party’s negligence or failure to comply with this EULA and that loss is not excluded by the above clauses, any claim arising from a party’s negligence or failure will be limited in respect of any one incident, or series of connected incidents to $100.
8. The limitations of liability described above will not apply to any loss suffered by either party as a result of the other party’s fraud, willful misconduct or breach of its obligations under this EULA regarding confidentiality, privacy, right of use or an Intellectual Property claim by a third party.
9. Each party shall be responsible for any breach of this EULA by any personnel, employee or subcontractor acting on that party’s behalf as if the act or omission was by the party itself.

1. Acknowledgement

You acknowledge that:

1. You are authorised to use the Platform and to access and distribute the information and Content that You access and distribute using the Platform (whether that information is Your own or that of anyone else).
2. You must only use the Platform for Your own lawful business purposes, in accordance with this EULA and any notice sent by Composable Labs to You or any condition posted by Composable Labs, and in compliance with any applicable laws or regulations.
3. If You are using and/or accessing the Platform on behalf of or for the benefit of an organisation (whether a body corporate or not) then Composable Labs will assume You have the right to do so and that organisation will be liable for Your actions or omissions (including any breach of this EULA).
4. The provision of access to and Your permitted use of the Platform is on an as is, where is basis, and at Your own risk.
5. Composable Labs does not warrant that the use of the Platform will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Platform, including public telephone services, computer networks and the internet, can be unpredictable and may from time to time interfere with or prevent access to the Platform. Composable Labs is not in any way responsible for any such interference or prevention of Your access or use of the Platform.
6. Composable Labs is not your professional adviser and use of the Platform should not substitute professional advice. Nothing in the provision of the Platform shall constitute professional advice.
7. It is Your sole responsibility to determine that the Platform meets the needs of Your business.
8. Entire Agreement and Order of Precedence
9. No other terms sheet, business terms, contract or terms of engagement provided by You or any other entity shall impact this EULA, or be imported into this EULA, unless expressly agreed in writing by Composable Labs.

• In the event of any inconsistency between the terms of this EULA, the Schedules, and any order or other document related to the Platform, the Schedule shall take precedence, followed by the General Terms, unless we agree expressly to the contrary in writing.

• Both parties acknowledge and agree that the EULA constitutes the entire and exclusive agreement between the parties with regard to the subject matter herein and supersedes and cancels all previous agreements, whether written or oral. Any other terms and conditions, including, without limitation, terms and conditions on or attached to a purchase order, vendor registration documents, tenders or request for proposals, are void and shall be of no force and effect regardless of whether they are delivered to Composable Labs prior to, concurrently, or after the execution or commencement of the EULA. Performance by Composable Labs with respect to the Platform shall not constitute acceptance of any additional or alternative terms and conditions, nor shall a failure to act on said additional terms and conditions constitute acceptance of the provisions contained therein.

1. Ownership of Data

Your Data is owned by You. If You cancel your access or it expires or terminates, You will lose access to the Platform and as such, you will not have access to any Data stored within the platform.

1. Reproduction or Distribution

You warrant to Composable Labs that neither You or Your employees or representatives will copy, distribute, reproduce (except for archival purposes), sell, assign, translate, adapt, vary or modify the Platform or otherwise disclose or make available the Platform or any part thereof to any third person otherwise than as provided herein without the prior written consent of Composable Labs.

1. Restrictions

You may not reverse engineer, decompile, or disassemble the Platform, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. As a condition of this EULA, when accessing and using the Platform, You must:

1. not attempt to undermine the security or integrity of the Platform’s computing systems or networks or, where the Platform is hosted by a third party, that third party’s computing systems and networks;
2. not use, or misuse, the Platform in any way which may impair the functionality of the Platform or Website, or impair the ability of any other user to use the Platform or Website, or other breach of any policy we may reasonably impose in relation to the Platform;
3. not attempt to gain unauthorised access to any materials other than those to which You have been given express permission; and
4. not transmit, or input into the Platform, any files that may damage any other person’s computing devices or Platform, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use).
5. Rights of Third Parties
6. A person who is not a party to this EULA has no right to benefit under or to enforce any term of this EULA.
7. When using the Platform as part of the Ecosystem you may engage with third party Platform and APIs. To the extent permitted by law we take no responsibility and accept no liability in respect of any third party Platform/API and you should ensure you agree to the applicable terms of any third party before using their Platform or engaging with their service.

• Severability

If any part or provision of this EULA is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this EULA is binding on the parties.

• Updates

Composable Labs reserves the right to issue updates and enhancements to the Platform at any time. Every effort will be made to ensure Platform updates do not adversely affect You.

• Waiver

The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of this EULA, or to exercise any right under this EULA, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. No waiver will be effective unless made in writing.

• No Assignment
• You may not assign or transfer any rights to any other person except a related body corporate as defined in the Corporations Act 2001 without Composable Labs’ prior written consent. If you do assign or transfer any rights to a related body corporate, you must notify us in writing.
• Composable Labs may assign or novate its rights and obligations under this EULA without restriction, for instance as may be required for our legitimate business purposes or in the event of a corporate restructure.
• This EULA will inure to the benefit of Composable Labs’ successors, assigns and licensees.

• Force majeure

Except for payment obligations, neither party will be liable for any failure or delay in its performance under the EULA due to any cause beyond its reasonable control, provided that the delayed party (a) gives the other party prompt notice of such cause, and (b) uses reasonable commercial efforts to promptly correct such failure or delay in performance.

• Disputes

In the event that a dispute arises between the parties to this EULA, neither party shall (other than for the purposes of seeking urgent interlocutory relief) commence legal proceedings without complying with this clause.  In the event of a dispute arising, the aggrieved party shall notify the other party in writing, and defer the dispute to the senior managers of the parties for resolution within 14 days. If the dispute is not resolved or a plan is not agreed to resolve the dispute within that timeframe, the parties may commence legal action.