1 Definitions
Agency Owner means a legal personality or entity which is the operator or owner of a real estate business and is not a Network Member or Network Owner. An Agency Owner may include an individual sole trader, a partnership or a body corporate.
Ailo means Ailo Pty Ltd (ACN 603 174 714).
Ailo Data means any new data created by Ailo (including by conducting analytics on or aggregating End User Data and other information).
Ailo Participant means an individual who interacts on or with the Ailo Platform, whether he or she does so in a personal capacity as a User, or on behalf of, and as agent for, an End User as a Delegate.
Ailo Platform means the platform offering a communication and practice management service, available at Ailo.io (or another designated branded URL) or via a mobile application, including the various other products and services accessible via the Ailo Platform and offered by Ailo from time to time.
Ailo Platform Content means:
(a) the Intellectual Property Rights in the Ailo Platform; and
(b) any Intellectual Property Rights made available to End User through its use of the Ailo Platform,
including data, text, graphics, logos, audio and software, and any compilations of such materials. Ailo Platform Content does not include End User Data or Ailo Data.
Business Data means, where an End User is not a User, any business information uploaded to the Ailo Platform by the End User (whether via a data sync tool or otherwise), including any information in the End User's property management databases (including REST, Console and/or PropertyMe).
Delegate means an employee, contractor or other representative of an End User who (although using his or her own personal access credentials) accesses or uses the Ailo Platform on behalf of, and as agent for, the relevant End User.
End User means any legal personality or entity which enters into this EULA with Ailo and accesses or uses the Ailo Platform. An End User may be a User, Agency Owner, Network Member, Network Owner or other legal entity (whether it enters into this EULA directly with Ailo, or, in the case of access under a Subscriber's subscription, via the relevant Subscriber or its agent). Where the End User:
(a) is a User, the End User interacts on or with the Ailo Platform himself or herself directly; and
(b) is not a User (for example, the End User is an Agency Owner, Network Member, Network Owner or other corporate entity), the End User interacts on or with the Ailo Platform through a Delegate.
End User Data means:
(a) where the End User is a User, any data uploaded or created by the User when using or interacting with the Ailo Platform; and
(b) where the End User is not a User, Business Data and any data:
(i) uploaded or created by the End User (including through a Delegate) when using or interacting with the Ailo Platform; or
(ii) otherwise made available to Ailo in connection with the End User's use of the Ailo Platform.
EULA means this End User Licence Agreement.
Fees has the meaning given to that term in clause 8(a).
Intellectual Property Rights means all industrial and intellectual property rights of any kind including but not limited to copyright (including rights in computer software), trade mark, service mark, design, patent, trade secret, semiconductor or circuit layout rights, trade, business, domain or company names, moral rights, rights in confidential information, know how or other proprietary rights (whether or not any of these are registered and including any application, or right to apply, for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which subsist or may hereafter subsist anywhere in the world.
Laws means any applicable law, statute, regulation, by‑law, ordinance or subordinate legislation in force from time to time, whether made by a State, Territory, Commonwealth, or a local government, and includes common law and the principles of equity as applicable from time to time, and any applicable legally binding industry codes of conduct.
Network means a network of Network Members that is operated as a franchise system, led by the Network Owner.
Network Member means a legal personality or entity which is the operator of a real estate business that forms (pursuant to an arrangement with the Network Owner) part of a Network. A Network Member may include an individual sole trader, a partnership or body corporate.
Network Owner means a legal personality or entity which is the franchisor of a Network.
Permitted Purposes means:
(a) where End User is a User, End User's personal purposes; and
(b) where End User is not a User (for example, End User is an Agency Owner, Network Member, Network Owner or other corporate entity), End User's legitimate real estate business purposes,
as applicable, but excludes seeking to commercialise the Ailo Platform, Ailo Platform Content or any Ailo Data, or distributing them or otherwise making them available, other than in accordance with this EULA.
Privacy Act means the Privacy Act 1988 (Cth).
Related Bodies Corporate has the meaning given to that term in the Corporations Act 2001 (Cth).
Subscriber means a legal personality or entity which enters into this EULA with Ailo and is licensed by Ailo to access and use the Ailo Platform on a subscription basis, for itself as well as potentially for other entities affiliated with it. For example, a Subscriber who is a Network Owner may subscribe to the Ailo Platform for access and use by itself and its Network Members.
Term has the meaning given to that term in clause 7.
Uploaded Personal Information means any personal information (as that term is defined in the Privacy Act) uploaded or made available by an Ailo Participant or End User through use of the Ailo Platform, or otherwise collected by Ailo in connection with an Ailo Participant's or End User's use of the Ailo Platform.
User means an End User who is an individual who enters into this EULA with Ailo, and interacts on or with the Ailo Platform, in a personal legal capacity (for example, a landlord, tenant or real estate professional).
2 General
(a) This EULA is a binding agreement between End User and Ailo.
(b) By accessing and/or using the Ailo Platform or Ailo Platform Content, End User agrees to be bound by this EULA. If End User does not agree to any of part of this EULA, it must not access or use the Ailo Platform or Ailo Platform Content.
(c) End User may access and use, and permit its Delegates to access and use on its behalf, the Ailo Platform and Ailo Platform Content only as permitted by this EULA and any Ailo policies posted on the Ailo Platform (for example, policies related to the security of access credentials).
(d) Where End User accesses and uses the Ailo Platform and Ailo Platform Content through its Delegate(s), End User agrees that:
(i) it will ensure that all of its Delegates have been properly authorised by End User to access or use the Ailo Platform on behalf of End User;
(ii) it will ensure that all of its Delegates comply with the terms of this EULA, all policies incorporated into it by reference and all policies on the Ailo Platform; and
(iii) it is fully responsible for any access or use of the Ailo Platform or Ailo Platform Content by its Delegates (with any acts or omissions of its Delegates being deemed to be the acts or omissions of End User).
(e) o the extent of any inconsistency between the terms of this EULA and a policy incorporated into it by reference, the order of priority (from highest to lowest) for the purpose of any interpretation is:
(i) this EULA; then
(ii) any policies incorporated by reference.
(f) All Delegates, and all Users, must be at least 18 years of age.
3 Amendment to EULA
(a) Ailo may in its sole discretion modify or replace any part of this EULA. Ailo will give End User seven days' notice of any change by notifying End User at the contact details supplied and publishing a notice and the amended EULA on the Ailo Platform. End User is responsible for checking the Ailo Platform for changes to this EULA.
(b) End User's continued use of or access to the Ailo Platform or Ailo Platform Content following the effective date of any changes to this EULA constitutes acceptance of those changes.
4 Subscribers
Where an End User accesses the Ailo Platform under a Subscriber's subscription to the Ailo Platform:
(a) the relevant Subscriber enters into this EULA on behalf of the End User as its agent, so that such End User is taken to enter into this EULA with Ailo; and
(b) the Subscriber warrants to Ailo that it has brought the then current version of this EULA to the End User's attention, together with the fact that the End User's use of the Ailo Platform constitutes the End User's agreement to the relevant Subscriber entering into this EULA on behalf of the End User as its agent, so that such End User is taken to enter into this EULA with Ailo.
5 Grant of licence
(a) Provided that End User has paid any applicable Fees that are due and payable, Ailo grants to End User for the Term a non‑exclusive, non‑transferable, non‑sub‑licensable licence to use and access (and permit its Delegates to use and access on its behalf) the Ailo Platform and the Ailo Platform Content (including the particular products and services offered by Ailo from time to time and subscribed to by the End User) in accordance with the terms of this EULA and solely for the Permitted Purposes.
(b) All other use, reproduction or redistribution of the Ailo Platform or Ailo Platform Content or any part of it is prohibited (except to the extent permitted by law) and may result in civil and criminal penalties. End User must not copy the Ailo Platform Content to any other server, location or support for publication, reproduction or distribution.
(c) If End User wishes to use the Ailo Platform, Ailo Platform Content and/or Ailo Data for any purpose other than a Permitted Purpose, it will seek the prior written consent of Ailo. If such consent is granted, End User may be required to enter into a separate agreement.
6 Ceasing use of particular products and services
The licence granted to End User pursuant to clause 5(a) in relation to a particular product or service offered by Ailo from time to time and subscribed to by End User continues until:
(a) End User terminates its access to the particular product or service by completing the unsubscribe process;
(b) Ailo terminates End User's access to the particular product or service, or the Ailo Platform, in accordance with clause 7; or
(c) Ailo ceases to offer the particular product or service (which it may do at any time in its sole discretion, provided that it refunds any fees for use of the particular product or service that End User has paid in advance).
7 Term and termination
(a) This EULA commences upon End User's first use of or access to the Ailo Platform or Ailo Platform Content and shall continue in full force and effect until:
(i) End User terminates End User's access to the Ailo Platform by completing the unsubscribe process; or
(ii) Ailo terminates End User's access to the Ailo Platform in accordance with this clause 7,
(Term).
(b) If End User (including through a Delegate) breaches any term of this EULA, Ailo may (without notice to End User):
(i) terminate this EULA or suspend End User's access to the Ailo Platform and/or any individual product or service available via the Ailo Platform; and
(ii) prevent End User's further access to the Ailo Platform and/or any individual product or service available via the Ailo Platform.
(c) Upon termination, End User shall cease all use of the Ailo Platform and Ailo Platform Content, and Ailo reserves the right to delete End User's account and all End User Data.
(d) To the full extent permitted by law, Ailo will not be responsible for any loss, cost, damage or liability that may arise as a result of Ailo exercising its rights under this clause 7.
8 Fees
(a) To use the Ailo Platform, End User must pay the annual or monthly licence fee applicable to the particular products or services End User has subscribed to, as determined by Ailo from time to time (Fees).
(b) Subclause (a) does not apply if End User accesses the Ailo Platform (or a particular product or service) under a Subscriber's subscription to the Ailo Platform (or a particular product or service), in which case the Subscriber will be responsible for the fees, as agreed with Ailo.
9 Conditions of access
End User agrees:
(a) to comply with all applicable Laws (including any applicable privacy laws);
(b) not to copy, modify, merge, alter, adapt, translate, de‑compile, disassemble or reverse‑engineer any aspect of the Ailo Platform or to otherwise attempt to derive the source code relating to any aspect of the Ailo Platform, or to merge any software or any part of any software with any aspect of the Ailo Platform unless expressly permitted by this EULA or after obtaining Ailo's prior written consent;
(c) not to interfere in any manner with the Ailo Platform or its source code or any work product of Ailo (except as permitted by this EULA);
(d) not in any circumstances to sell or license, offer for sale or license, dispose of, pledge, encumber, underlet, lend or part with possession of its access credentials to the Ailo Platform, nor to allow any person to use or have the benefit of the Ailo Platform, the Ailo Platform Content or any part or parts of the software, other than as permitted by this EULA;
(e) not to remove, modify or obscure any copyright, trade mark, service mark, tagline or other notices that appear during use of the Ailo Platform;
(f) not to use any data mining, gathering or extraction tools (excluding tools provided by Ailo for End User's use); and
(g) that Ailo cannot guarantee and does not promise any specific results from the use of the Ailo Platform.
10 Access credentials and site access
(a) Ailo will use its reasonable endeavours to implement industry standard safeguards with respect to the Ailo Platform, however security is a joint responsibility and End User is solely responsible for maintaining the security of its ICT environment and any access credentials associated with its account and is fully responsible for all activities that occur under its account (whether or not authorised by End User).
(b) End User is not permitted to allow any third party to use its access credentials to log in to the Ailo Platform. To avoid any doubt, this does not restrict End User allowing its Delegates to use the Ailo Platform on its behalf (such Delegates must use their own personal access credentials). End User must immediately notify Ailo of any unauthorised uses of its account or any other breaches of security. Ailo and its Related Bodies Corporate, contractors, suppliers and licensors will not be liable for any acts and omissions by or on behalf of End User, including any damages of any kind arising from such acts of omissions.
11 Intellectual Property Rights
(a) The Ailo Platform is intended to facilitate the sharing of information in a number of ways, including as follows:
(i) Ailo makes the Ailo Platform available to End Users;
(ii) End Users that are Users make End User Data available to Ailo and to other Ailo Participants; and
(iii) End Users that are not Users make End User Data available to:
(A) Ailo; and
(B) other End Users on an anonymised basis, as further described in clause 12(b) below.
(b) The ownership of Intellectual Property Rights is as follows:
(i) End User owns (or licenses from third parties) all Intellectual Property Rights in End User Data; and
(ii) Ailo owns (or licenses from third parties) all Intellectual Property Rights in the Ailo Platform, Ailo Platform Content and Ailo Data.
(c) Ailo grants to End User a perpetual, non-exclusive, non-transferable, non-sub-licensable licence to use and access (and permit its Delegates to use and access on its behalf), solely for the Permitted Purposes, any graphs, reports, data products and other material generated by Ailo (and/or any other Ailo Data) and provided to End User. If End User wishes to use such material for any purpose other than a Permitted Purpose, it will seek the prior written consent of Ailo. If such consent is granted, End User may be required to enter into a separate agreement with Ailo.
(d) To the maximum extent permitted by law, including the Australian Consumer Law, End User agrees that:
(i) Ailo makes no warranties or representations (including as to non-infringement) as to any End User Data and any Intellectual Property Rights therein; and
(ii) it will not bring any claims against Ailo in connection with any other End User's End User Data and any Intellectual Property Rights therein.
12 End User Data
(a) Where End User is a User, any data uploaded or created by the User when using or interacting with the Ailo Platform may be accessed and viewed by Ailo and other Ailo Participants.
(b) Where End User is not a User, End User's End User Data may be accessed and viewed by:
(i) Ailo;
(ii) other Ailo customers (but only in so far as it is transformed into anonymised data products – other Ailo customers will not be able to access or view End User's raw Business Data or Uploaded Personal Information); and
(ii) where an End User accesses the Ailo Platform under a Subscriber's subscription to the Ailo Platform, the relevant Subscriber.
(c) By submitting, posting, uploading or otherwise allowing access to End User Data (or allowing Delegates to do so), End User represents and warrants that End User has rights to and is legally entitled to distribute such content to Ailo and other third parties as contemplated by this EULA.
(d) Ailo does not claim ownership over any End User Data. End User agrees that by using the Ailo Platform, End User grants Ailo a royalty-free, perpetual, irrevocable, sub-licensable right to:
(i) use End User Data to provide (and make offers to provide) products and services to End User via the Ailo Platform;
(ii) make End User Data available to other Ailo products and services to which End User has subscribed, and use such data to provide those other products and services to End User; and
(iii) create and commercially exploit derivative, aggregated and anonymised works (for example, data products and reports) from End User Data, and make such works accessible to End User and other Ailo customers, but only to the extent:
(A) permitted by law; and
(B) such derivative works do not reveal End User's raw Business Data or any Uploaded Personal Information.
(e) End User warrants that it has all rights necessary to grant the licence set out at sub-clause 12(d) above, including in relation to End User Data generated by its Delegates.
(f) End User acknowledges that where End User accesses the Ailo Platform (or a particular product or service made available via the Ailo Platform) under a Subscriber's subscription, Ailo will make the End User Data available to the relevant Subscriber, and:
(i) this EULA does not govern, or purport to govern, the relationship between the Subscriber and the End User in that instance;
(ii) the Subscriber may use End User Data for any purpose (which is out of the control of Ailo); and
(iii) at all times it will remain open to any End User that is using the Ailo Platform (or a particular product or service made available via the Ailo Platform) under a Subscriber's subscription to enter into this EULA with Ailo directly and cease using the Ailo Platform (or a particular product or service made available via the Ailo Platform) under the Subscriber's subscription.
(g) End User acknowledges that despite Ailo's commercially reasonable efforts to secure and store safely all End User Data on the Ailo Platform, Ailo cannot guarantee that third parties will not succeed in penetrating its systems by nefarious actions.
(h) Ailo has the right (but not the obligation) in its sole discretion (and without notice) to refuse or remove or direct the removal of any End User Data that it reasonably considers violates any of the terms of this EULA or any applicable law.
13 Acceptable use
(a) End User must use the Ailo Platform for lawful conduct only, and in a manner that is courteous to other Ailo Participants at all times.
(b) End User must not access or use the Ailo Platform, or post, provide or transmit End User Data in any way that:
(i) violates or infringes the rights of others including, without limitation, Intellectual Property Rights;
(ii) is unlawful, offensive, indecent, objectionable, harassing, threatening, abusive, defamatory, fraudulent, tortious, or invasive of another's privacy;
(iii) impersonates any person, business or entity, including Ailo and its affiliates, employees and agents;
(iv) includes personal or identifying information about another person without that person's consent to the use and handling of that person's information as contemplated by this EULA and as set out in the Ailo privacy policy available at Ailo.io/privacy and any other policy posted on the Ailo Platform;
(v) is false, misleading, or deceptive;
(vi violates this EULA or any policy posted on the Ailo Platform;
(vii contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorised use of a computer or computer network;
(viii) interferes with the use of the Ailo Platform by other Ailo Participants or potential Ailo Participants;
(ix) could damage, disable or impair the servers or networks used by the Ailo Platform or Ailo Participants; or
(x) advertises products or services.
14 Use of Ailo Platform to send surveys and other content
(a) Depending on the particular products and services to which End User has subscribed, Ailo may:
(i) generate content for End User to consider sending to its clients; and
(ii) allow End User to use the Ailo Platform to amend such content as it sees fit and send to its clients.
For example, where End User has a client who is a landlord owning properties in a certain area, Ailo may generate content regarding the rental market in that area, and allow End User to view such content, amend it as it sees fit, and send it to its landlord client.
(b) Depending on the particular products and services to which End User has subscribed, Ailo may also:
(i) allow End User to use the Ailo Platform to send general communications to, and receive communications from, its clients; and
(ii) send surveys to End User's clients on behalf of End User.
(c) Where End User uses the Ailo Platform in the manner described in this clause 14, End User:
(i) agrees that it is solely responsible for the sending of such content; and
(ii) warrants that in sending such content (or in allowing Ailo to send such content on its behalf), it will comply the Privacy Act, the Spam Act 2003 (Cth) and all other applicable laws, including by ensuring that it has obtained all necessary consents to send the content (or have the content sent by Ailo on its behalf).
15 Privacy
(a) Ailo will handle all Uploaded Personal Information in accordance with the Ailo privacy policy available at Ailo.io/privacy.
(b) Where End User is a User and makes his or her personal information available to Ailo through use of the Ailo Platform, End User consents to the collection, use, storage and disclosure of that information as described in this EULA, the Ailo privacy policy and any other policy posted on the Ailo Platform. For the avoidance of doubt, Ailo will use Uploaded Personal Information solely to the extent required to provide its products and services as described in this EULA.
(c) Where End User is not a User (for example, the End User is an Agency Owner, Network Member, Network Owner or other corporate entity), End User must procure from each of its Delegates the Delegate's consent to the collection, use, storage and disclosure of his or her personal information as described in this EULA, the Ailo privacy policy and any other policy posted on the Ailo Platform.
(d) Ailo will not disclose any Uploaded Personal Information to third parties except to the extent required to provide its products and services as described in this EULA (for example, to service providers who are contracted by Ailo to support its functions).
(e) End User warrants that:
(i) any Uploaded Personal Information was lawfully collected and made available to Ailo (and other third parties as contemplated by this EULA); and
(ii) it has complied and will comply with the Privacy Act (whether or not actually bound by that Act) in relation to that Uploaded Personal Information including by:
(A) obtaining and maintaining any necessary consents from the individuals to whom the Uploaded Personal Information relates;
(B) providing necessary notifications to the relevant individual that his or her personal information will be disclosed to Ailo; and
(C) directing the relevant individuals to Ailo's privacy policy available at Ailo.io/privacy.
16 Updates and enhancements
Ailo may (but is not required to):
(a) provide standard or progressive updates, changes or amendments to the Ailo Platform as Ailo sees fit to ensure proper operation and interaction of all parts of the Ailo Platform and any general enhancements that may be introduced; and
(b) offer new products, services and/or features for the Ailo Platform (which may incur a different set of fees),
which will be subject to the terms of this EULA.
17 Third party software and content
(a) End User's use of the Ailo Platform may or may not require the installation of third party software or products. End User agrees that:
(i) this is entirely End User's responsibility; and
(ii) Ailo is not responsible in any way to make recommendations in that regard nor to supply or install such software or products.
(b) Third party content (including links to third party websites) may be accessible via the Ailo Platform. End User acknowledges that Ailo has no control over any such third party content, and is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on such third party applications and content.
18 Dispute resolution
(a) Ailo does not control the interactions that may take place between Ailo Participants via the Ailo Platform.
(b) Ailo does not control Ailo Participants and is not liable for their opinions or behaviour, including any information and/or advice and any defamatory statements or offensive conduct.
(c) Ailo reserves the right, but has no obligation, to become involved in or monitor disputes between End User and other Ailo Participants.
19 Warranties and disclaimers
(a) To the maximum extent permitted by law, including the Australian Consumer Law, the Ailo Platform and the Ailo Platform Content are made available "as is" and Ailo makes no warranties or representations about the Ailo Platform or the Ailo Platform Content, including but not limited to warranties or representations that they will be complete, accurate or up‑to‑date, that access will be uninterrupted or error‑free or free from viruses, that data will be accessible or backed‑up, or that the Ailo Platform will be secure. All implied terms, conditions, warranties and any other additional obligations are excluded from this EULA, to the maximum extent permitted by law.
(b) Ailo reserves the right to restrict, suspend or terminate without notice End User's or a Delegate's access to the Ailo Platform and any Ailo Platform Content at any time without notice where Ailo determines, in its sole discretion, that this is necessary for purposes related to the efficient, proper and lawful operation of the Ailo Platform. Ailo will not be responsible for any loss, cost, damage or liability that may arise as a result.
(c) Ailo cannot and does not guarantee the privacy, security, authenticity or non‑corruption of any information transmitted through, or stored in or via the Ailo Platform.
(d) Subject to the terms and conditions of this EULA, Ailo will use commercially reasonable efforts to make the Ailo Platform available, subject to the need to conduct scheduled and emergency maintenance from time to time.
20 Indemnity and liability
(a) End User will defend, indemnify and hold harmless Ailo and its Related Bodies Corporate from and against any and all claims, suits, losses, damages, liabilities, costs and expenses brought by third parties resulting from or relating to:
(i) a breach by End User (including its Delegate) of this EULA or any representation or warranty given to Ailo; or
(ii) any claim that the End User Data, as provided by or on behalf of End User, infringes or misappropriates the rights (including Intellectual Property Rights) of any third party.
(b) To the maximum extent permitted by law, including the Australian Consumer Law:
(i) in no event shall Ailo be liable for any direct or indirect loss, damage or expense – irrespective of the manner in which it occurs – which may be suffered due to End User's (including its Delegate's) use of the Ailo Platform and/or the Ailo Platform Content, or as a result of the inaccessibility of the Ailo Platform and/or the fact that certain information or materials contained on it are incorrect, incomplete or not up‑to‑date; and
(ii) Ailo's maximum liability arising out of or in connection with this EULA, the Ailo Platform and the Ailo Platform Content, whether in contract, tort, breach of warranty or otherwise, will not exceed AU$100.
21 Survival of provisions
On termination or expiry of this EULA, clauses 5, 11, 12, 13, 14, 15, 18, 19, 20, 21 and 25 will continue in full force and effect notwithstanding any such termination or expiry.
22 Severability
Any provision of this EULA that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this EULA nor affect the validity or enforceability of that provision in any other jurisdiction.
23 No waiver
A failure to exercise or a delay in exercising any right, power or remedy under this EULA does not operate as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
24 Entire agreement
This EULA contains the entire agreement between the parties with respect to its subject matter. It sets out the only conduct, representations, warranties, covenants, conditions, agreements or understandings (collectively Conduct) relied on by the parties and supersedes all earlier Conduct by or between the parties in connection with its subject matter. Neither party has relied on or is relying on any other Conduct in entering into this EULA and completing the transactions contemplated by it.
25 Jurisdiction and governing law
This EULA and End User's use of the Ailo Platform and Ailo Platform Content is governed by the laws of New South Wales, Australia and End User submits to the non‑exclusive jurisdiction of the courts exercising jurisdiction there.