User Licence Agreement

Please read this User Licence Agreement carefully, as it sets out the basis upon which WSA licenses the Company Software for use by You, the User.

This User Licence Agreement is entered into on the Effective Date (as defined below), by and between:

World Sport Action Pty Ltd (ABN 67 632 163 314), an Australian private limited company, with its registered office address at Level 10, 28 Margaret Street, Sydney, NSW, 2000 (“WSA” or “We” or “Us”); and

Applicability to World Sport Action Inc.

This agreement applies equally to World Sport Action Inc., the USA organization of World Sport Action, and is subject to all relevant U.S. laws and regulations. All references to World Sport Action within this document shall be understood to include World Sport Action Inc. where applicable.

The User, being the person, who is either (i) a Login User or (ii) a Non-Login in User. (“User” or “You” or “Your”)

Before You access the Company Platform (as defined below), or before You use the Company Software (as defined below), by downloading it from the Company Platform or the App Store, or using any WSA Service, You give Your express agreement to the provisions of this User Licence Agreement . If You do not agree to the provisions of this User Licence Agreement, do not access the Company Platform, and do not use any of the Company Software. 

You acknowledge that consideration You will receive by accessing the Company Platform and using the Company Software in accordance with the provisions of this User Licence Agreement is full and valuable consideration for entering into this User Licence Agreement.

WSA acknowledges that consideration WSA will receive from granting the User access the Company Platform and granting the license to the User to use the Company Software in accordance with the provisions of this User Licence Agreement is the greater of:

  1. the fees and charges payable by the applicable Partner in accordance with the relevant Partner Agreement; and
  2. the value of Services.

being full and valuable consideration for entering into this User Licence Agreement

  1. Definitions

In this User Licence Agreement, except to the extent expressly provided otherwise:

“Abusive Conduct” includes:

  1. Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network;
  2. granting logins or password information to any person or affiliate who does not directly carry out data entry or administrative functions in relation to the Services;
  3. monitoring data or traffic on any network or system without the express authorization of the owner of the system or network;
  4. interference with service to any user of Company Software or the Services, including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks;
  5. use of an Internet account or computer without the owner’s authorization;
  6. collecting or using personal information, email addresses, screen names or other identifiers without the consent of the person identified (including, without limitation, phishing, Internet scamming, password robbery, spidering, and harvesting);
  7. collecting or using information without the consent of the owner of the information;
  8. use of the Company Software or the Services to distribute Company Software that covertly gathers information about a user or covertly transmits information about the user;
  9. use of the Company Software or the Services for distribution of advertisement delivery Company Software unless: (i) the user affirmatively consents to the download and installation of such Company Software based on a clear and conspicuous notice of the nature of the Company Software, and (ii) the Company Software is easily removable by use of standard tools for such purpose included on major operating systems;
  10. any conduct that is likely to result in retaliation against WSA and Partners, or WSA’s and Partners’ employees, officers or other agents, including engaging in behavior that results in any server being the target of a denial-of-service attack (DoS);
  11. promote illegal pyramid selling schemes, betting, wagering, or any other forms of gambling not allowed by the laws of New South Wales or the United States applicable to the User, WSA and Partners;
  12. any act that constitutes a misuse of a party’s or any other person’s confidential information; or
  13. devise any form of “work around” to the Services or attempt to run the Service on any unsupported platform;

“App Store” means the online sales and distribution platform operated by a third party being a means by which the User has obtained the Company Software;

“App Store Terms and Conditions” means the terms and conditions of the App Store that set out any rights and/or obligations of the User in relation to the Company Software and/or any of the Service;

“Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth), and the Australian Consumer Law Regulations being as set out in Parts 6 and 7 of the Competition and Consumer Regulations 2010;

“Company“ means WSA; 

“Company Software” means the Company’s cloud-based platform (including Company’s applications such as the World Sport Action Apps, which include MatchDay App, Netball Connect, Basketball Connect, Squadi, the Referee Solution, the Competition Management and e-commerce solutions, software libraries and APIs), which provides a platform for organizing, tracking, sharing and participating in amateur, national and state sporting leagues and associations;

“Company Platform” means platforms and websites of or managed by WSA or its Related Bodies Corporate and used by WSA or its Related Bodies Corporate to provide the Services, the system and server software used to provide the Services, and the computer hardware on which that application, database, system and server software is installed, access to which WSA may in its discretion partition and restrict, including based on subscription elements selected by the applicable Partner as described in the Partner Agreement;

“Company Platform Services” means the hosted services that are made available by WSA to the User as a service via the internet and may be accessed and used by means of the Company Platform;

“Effective Date” means, in each case:

in the case of a Login User the earlier of:

  1. the date on which the Login User first uses the login and password to access the Company Platform; 
  2. the date on which the User first uses the Company Software; and
  3. the date upon which the User receives a written confirmation that User Licence Agreement has come into force following the Login User’s express consent to this User Licence Agreement.
in the case of a Non-Login User  The earlier of: 

  1. the date on which the Non-Login User clicks ‘accept’ on the Company Platform; 
  2. the date on which the User first uses the Company Software; and 
  3. the date upon which the User receives a written confirmation that this User Licence Agreement has come into force following the User’s express consent to this User Licence Agreement. 

“Export Laws” means all applicable laws restricting and/or regulating:

  1. the inter-jurisdictional import, export, supply, disclosure, transfer or transmission of goods, services, Company Software, technology, technical know-how, data and/or information; and/or
  2. the import, export, supply, disclosure, transfer or transmission of goods, services, Company Software, technology, technical know-how, data and/or information to designated entities or persons, or to designated classes of entities or persons;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“Intellectual Property Rights” or “IP“ means registered and unregistered proprietary rights in respect of trademarks, patents, logos, details of venue or event layouts, copyrights, designs, confidential information, trade business, company names, business names, websites, URLs, email addresses, personal information, data, documents, records, and know-how and all other proprietary rights and all other intellectual property defined in Article 2 of the Convention establishing the World Intellectual Property Organization (July 1967);

“Login User” means a User that has been granted access to the Company Platform with a user login account;

“Malicious Code” means:

  1. any code, program or sub-program whose purpose is to damage or interfere with the operation of the computer system containing the code, program or sub-program, or to halt, disable or interfere with the operation of software, code, a program or a sub-program, itself; or 
  2. any device, method or token that permits any person to circumvent the normal security of the Company Software or Company Platform or the system containing the code or infiltrates a computer, system or Company Software or Company Platform without the prior consent or knowledge of the user, owner or licensee of such computer, system or software; and including any virus, timebomb, software lock;

“Maintenance Services” means the supply to the User of Updates and Upgrades;

“Mobile App” means the mobile application consisting of the World Sport Action Apps, which include MatchDay App, Netball Connect, Basketball Connect, Squadi and any other apps that WSA from time to time may make available to Users

“Non-Login User” means a User that is accessing the Services without a user login account;

“Offensive Content” includes conduct that:

  1. Constitutes, depicts, fosters, promotes or relates in any manner to pornography, bestiality, or non-consensual sex acts;
  2. is violent, incites violence, threatens violence or contains harassing content or hate speech;
  3. enables a minor to access material inappropriate for a minor or to establish (or try to establish) contact with a minor not otherwise known to a party;
  4. is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes;
  5. is defamatory or violates a person’s privacy;
  6. creates an imminent risk to a person’s safety or health, creates a risk to public safety or health, compromises national security or interferes with an investigation by law enforcement;
  7. knowingly improperly exposes trade secrets or other confidential or proprietary information of another person;
  8. is intended to assist others in defeating technical copyright protections;
  9. knowingly infringes on another person’s Intellectual Property Rights;
  10. is intended to promote illegal drugs, violates export control laws, relates to illegal gambling or illegal arms trafficking;
  11. is otherwise known to be illegal or solicits conduct that is known to be illegal under laws applicable to you or to the Company; or
  12. is otherwise malicious, fraudulent or likely to result in retaliation against the Company by offended viewers.

“Partner” means any State organisation, association, club or other partners that have a commercial agreement (including but not limited to Enterprise Service Agreements) with WSA; including, Administrators, Clubs, States;

“Partner Agreement” means the commercial agreement between the Partner and WSA, including an Enterprise Agreement between those parties;

“Related Body Corporate” means as described in Section 50 of the Corporations Act 2001 (Cth);

“Services” means any services that WSA provides to the User, or has an obligation to provide to the User, under this User Licence Agreement;

“Source Code” means, in respect of the Company Software, the Company Software code in human-readable form or any part of the Company Software code in human-readable form, including code compiled to create the Company Software or decompiled from the Company Software, but excluding interpreted code comprised in the Company Software;

“Support Services” means support in relation to the use of the Company Software and the identification and resolution of errors in the Company Software provided by WSA to the Partner under the applicable Partner Agreement, and shall not include the provision of training services whether in relation to the Company Software or otherwise;

“Supported Web Browser” means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;

“Term” means the term of this User Licence Agreement, commencing in accordance with Section 2.1 and ending in accordance with Section 2.2;

“Unauthorised Use” means any of the following:

  1. sale, resell, rent, lease, loan, supply, publish, distribute or redistribute the Company Software;
  2. alter, edit or adapt the Company Software;
  3. decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Company Software;
  4. use of the Company Software in breach of an applicable Partner Agreement and related policies;
  5. use of the Company Software in a manner which causes the Company Platform to function in a degraded manner, or interference with use of the Company Software by other means or circumstances which may place WSA in potential or actual breach of any agreements with third parties;
  6. provide access to the Company Software to parties who do not have valid authority to have access;
  7. allow any Malicious Code to be transmitted or disseminated in or by the Company Software; 
  8. not create a false identity or to otherwise mislead any person as to the identity, source or origin of any communications; 
  9. not copy, disclose, publish or otherwise make available to any third party, any compilation of data obtained through the use of the Company Software; and
  10. any activity which is fraudulent, harmful, a breach of applicable law, or illegal or in connection with any such activity.

“Update” means a hotfix, patch or minor version update to the Company Software;

“Upgrade” means a major version upgrade of the Company Software;

“User” means the person to whom WSA grants a right to use the Company Software under this User Licence Agreement being either (i) a Login User; or (ii) a Non-Login in User; including Players and Participants; 

“User Content” means all data, works and materials: uploaded to or stored on the Company Platform by the User; transmitted by the Company Platform at the instigation of the User; supplied by the User to WSA for uploading to, transmission by or storage on the Company Platform; or generated by the Company Platform as a result of the use of the Company Platform Services by the User (but excluding analytics data relating to the use of the Company Platform and server log files); 

“Partner Information Collection” The Partner, as defined in the World Sport Action Pty Ltd terms and conditions (available here https://worldsportaction.com/terms-and-conditions/) is collecting your personal information (PI) to facilitate your application and provide requested products and services to you. The Partner may use and disclose your PI as set out in this statement and the Partner’s Privacy Policy (click link below).

Australia

Netball Victoria – https://netball.com.au/privacy-policy
Netball Queensland – https://qld.netball.com.au/privacy-policy
Netball Northern Territory – https://nt.netball.com.au/privacy-policy
Basketball Queensland – https://admin.ownurgoal.net.au/_lib/file/doc/Privacy-Policy-March-2011.pdf
Basketball South Australia – https://basketballsa.com.au/wp-content/uploads/2020/03/Privacy-Policy.pdf
Football Queensland – https://footballqueensland.com.au/wp-content/uploads/2022/07/FQ-Privacy-Policy-2022.pdf
Football West – https://www.footballaustralia.com.au/privacy
Football Northern NSW – https://www.northernnswfootball.com.au/nnswf-privacy-policy
Macarthur Football Association – https://macarthurfootball.com.au/wp-content/uploads/sites/21/2021/07/Privacy-Policy-for-MFA-website.pdf

USA

United States Youth Soccer – https://www.usyouthsoccer.org/privacy-policy/

Tennessee State Soccer Association – https://www.tnsoccer.org/privacy-policy

New Jersey youth Soccer – https://www.njyouthsoccer.com/privacy-policy/

National Premier Soccer League – https://www.npsl.com/privacy-policy/

Womens Premier Soccer League – https://wpslsoccer.com/privacy-policy/

If you do not provide your PI, we will not be able to provide certain products or services to you.  We may disclose your PI to other parties, including our affiliates, service providers, partners and sponsors (that may be located overseas from time to time).  We may use and disclose your PI to administer your requested products and services, to our affiliated organisations to facilitate competitions, programs and activities, provide you with news, promotions and offers, to contact you to help us improve our products and services, when engaging professional advisers including accountants, auditors and lawyers, and dealing with the Partner’s insurer unless you opt out (see our Privacy Policy for details on opting out https://worldsportaction.com/privacy-policy/ ).  Our Privacy Policy contains information about how you may access and seek correction of your PI, how to complain about a breach of your privacy, and how we will deal with that complaint.

“Vulnerability Testing” includes attempting to probe, scan, penetrate or test the vulnerability of the Company Software or the Services or to breach the Company’s security or authentication measures, whether by passive or intrusive techniques, without the Company’s express written consent.

 “WSA” means the company described at the head of this User Licence Agreement; and

“WSA IP” means the Intellectual Property Rights (including the IP in the provision of Services) owned by or licensed to WSA

  1. Term and Contract Formation
    1. This User Licence Agreement shall come into effect upon the Effective Date.
    2. This User Licence Agreement shall continue in force indefinitely, in each case, until:
in the case of a Login User the earlier of:

  1. the date on which the Login User’s Login account is terminated, by WSA, which may occur as a result of a determination made by WSA in its discretion or in accordance with an applicable Partner Agreement.
  2. the date on which the corresponding Partner Agreement terminates; and 
  3. the date of termination of this User Licence Agreement in accordance with the terms of this User Licence Agreement. 
in the case of a Non-Login User  The earlier of: 

  1. the date on which the corresponding Partner Agreement terminates; and 
  2. the date of termination of this User Licence Agreement in accordance with the terms of this User Licence Agreement. 
  1. This User Licence Agreement may be formed electronically without the need for physical (wet) ink. The User accepts that the right of access to the Company Platform and Company Software by WSA constitutes an offer, and the User’s access to the Company Platform and Company Software for the valuable consideration described above constitutes acceptance by the User of WSA’s offer binding the User to the provisions of this User Licence Agreement. Should WSA require physical (wet) signature, the User will accommodate such request and physically sign and email a scan of this User Licence Agreement to WSA. 
  1. App Stores
    1. The User acknowledges that, in addition to provisions of this User Licence Agreement, the App Store Terms and Conditions shall apply with respect to the use of the Company Software by the User.
    2. In the event of any conflict between the provisions of this User Licence Agreement and the App Store Terms and Conditions, the provisions of this User Licence Agreement shall take precedence.
    3. Those provisions of the App Store Terms and Conditions that impose obligations and/or liabilities on the User in relation to the Company Software and/or the Services, excluding those relating to payments are hereby incorporated into this User Licence Agreement for the benefit of WSA, and as such shall be enforceable by WSA against the User.
    4. The User acknowledges that the operator of the App Store has rights under the App Store Terms and Conditions which may affect the exercise of the User’s rights under this User Licence Agreement. Subject to Section 19.1 (Warranty of legal right and authority), WSA will not be in breach of this User Licence Agreement as a result of, and will not be liable to the User in respect of any loss or damage arising out of, the operator’s exercise of its rights under the App Store Terms and Conditions.
  2. Licence and Limitations
    1. Subject to the compliance by the User with the provisions of this User Licence Agreement, and in the case of a Login User for such time as the User’s Login account remains valid, WSA hereby grants to the User from the Effective Date for the Term, a personal, revocable, non-exclusive, royalty-free, non-transferrable, licence without any right to sub-license, to use the Company Software, subject to the limitations and prohibitions set out and referred to in this Section 4.
    2. Where the User is a registered or named User of a related Partner, the User’s license is conditional upon compliance by the applicable Partner of the terms of the related Partner Agreement, including full payment of all fees and charges under that Partner Agreement by the Partner to WSA. 
    3. The User shall not use the Company Software or the Company Platform for any Unauthorised Use or Vulnerability Testing. 
    4. The User shall not access the Company Platform or use the Company Software in a manner that constitutes Abusive Conduct or Offensive Conduct.
  3. Reputation
    1. The User must not do any act which prejudices or brings into disrepute the good name and reputation of WSA or its Partners or any of WSA’s and its Partner’s officers, members, servants and agents.
    2. The User must not refuse any necessary support, information, materials and assistance necessary by WSA to enable it to meet its obligations under this Agreement in relation to the Service; nor fail to maintain and promote the good image and good reputation of WSA.
  4. Copyrighted Material
    1. The User must not use the Company Software to download, publish, distribute or otherwise copy in any manner any text, music, Company Software, art, image or other work protected by copyright law, unless:
  1. the User has been expressly authorized by the owner of the copyright for the work to copy the work in that manner; or
  2. the User is otherwise permitted by established Australian and United States copyright law to copy the work in that manner; or
  3. the User comes within the DMCA “safe harbor” under United States copyright law It is WSA’s policy to terminate in appropriate circumstances the services of customers who are repeat infringers.
  1. Source Code

Nothing in this User Licence Agreement shall give to the User or any other person any right to access or use the Source Code or constitute any licence of the Source Code.

  1. Company Platform Services
    1. Subject to the compliance by the User with the provisions of this User Licence Agreement, and in the case of a Login User for such time as the User’s Login account remains valid, WSA hereby grants to the User from the Effective Date for the Term, a personal, revocable, non-exclusive, royalty-free, non-transferrable, licence without any right to sub-license, to use the Company Platform, subject to the limitations and prohibitions set out and referred to in Section 4.
    2. WSA shall use reasonable commercial endeavours to maintain the availability of the Company Platform Services to the User at the gateway between the public internet and the network of the hosting services provider for the Company Platform Services, but WSA does not guarantee availability.
    3. The User must not use the Company Platform Services in any way that causes, or may cause, damage to the Company Platform Services or the Company Platform or impairment of the availability or accessibility of the Company Platform Services.
    4. All the limitations and exclusions of liability and warranties, and the special acknowledgements by the User, that are set out in this User Licence Agreement and are expressed to relate to the Company Software shall apply in respect of the Company Platform Services in addition to the Company Software.
  2. User Login and Access Credentials
    1. Where the User is provided with a user identification code, password or any other piece of information as part of WSA’s security procedures (whether by WSA or its Partner(s)), the User must treat such information as confidential. 
    2. Login Users may only access the Company Platform by entering valid user identification code and password. The Login User must keep the log in credentials in a secure and safe place.
    3. WSA and the Partner each has the right to cancel and disable any user identification code or password, without notice, whether chosen by the User or allocated by WSA or the Partner at any time, if in WSA’s or Partner’s reasonable opinion(s), the User has failed to comply with any provision of this User License Agreement, and any applicable Partner policies and rules.
    4. In the event of cancellation of the Login account of a Login User in accordance with this Section 9, the Login User may not object, and such Login User shall no longer seek to access the Company Platform. 
  3. User Content
    1. The User hereby grants to WSA and its Related Bodies Corporate a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the User Content to the extent reasonably required for the performance of WSA’s obligations and the exercise of WSA’s rights under this User Licence Agreement. The User also grants to WSA and its Related Bodies Corporate the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in this User Licence Agreement.
    2. The User warrants to WSA and its Related Bodies Corporate that the User Content does not and will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
  4. Maintenance Services
    1. WSA may from time to time during the Term provide Maintenance Services to the User, but shall have no obligation to do so.
    2. The User must apply each Update and Upgrade to the Company Software made available by WSA through the Maintenance Services in a timely manner.
    3. If the User does not apply an Update or Upgrade to the Company Software, then in WSA’s discretion, the User may cease to have any right to use the Company Software until such time as it does so. The User acknowledges that WSA may use technical measures to enforce this Section 11.3.
    4. The User acknowledges that the supply and licensing of Upgrades may, at the discretion of WSA, be subject to additional terms and conditions.
  5. Support Services
    1. From time to time during the Term, WSA may provide Support Services to the Partner through the Partner Agreement in respect of which the User may benefit, but WSA shall have no obligation to do so under this User Licence Agreement.
    2. WSA may in its discretion, make available to the User a helpdesk for the purpose of enabling the User to request and where relevant receive the Support Services.
    3. Any Support Services shall be provided remotely.
    4. WSA shall have no obligation to provide Support Services in respect of any issue caused by:
  1. any factor outside the scope of the Support Services provided to the Partner through the Partner Agreement;
  2. the improper use of the Company Software by the User; or
  3. any alteration to the Company Software made without the prior consent of WSA.
  4. The User acknowledges and agrees that WSA gives no warranties or guarantees in relation to the outcome of the Support Services.
  1. Privacy Policy
    1. Any personal data that the User supplies to WSA under or in connection with this User Licence Agreement shall be processed in accordance with WSA’s privacy policy, the current version of which can be viewed at https://worldsportaction.com/privacy-policy/ or another url which may be varied by WSA from time to time.
  2. No Assignment of Intellectual Property Rights

Nothing in this User Licence Agreement shall operate to assign or transfer any WSA IP from WSA to the User, or any Intellectual Property Rights of User from the User to WSA.

  1. Suspension of Services

WSA may suspend the provision of any or all of the Services at any time, including where the User is in breach of any of the provisions of this User Licence Agreement, and any applicable Policies of the Partners.

  1. User Indemnity

The User shall indemnify and shall keep indemnified WSA and its Related Bodies Corporate indemnified against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by WSA and arising directly or indirectly as a result of any breach by the User of this User Licence Agreement.

  1. Warranties
    1. Each party warrants to the other party that it has the legal right and authority to enter into this  User Licence Agreement and to perform its obligations under this User Licence Agreement.
    2. WSA warrants to the User that the Company Software, when used by the User in accordance with this User Licence Agreement, will not infringe the copyright rights of any person in Australia and the United States only.
    3. If WSA reasonably determines, or any third party alleges, that the use of the Company Software by the User in accordance with this User Licence Agreement infringes any person’s copyright rights, WSA may acting reasonably at its own cost and expense:
  1. modify the Company Software in such a way that it no longer infringes the relevant copyright rights; or
  2. procure for the User the right to use the Company Software in accordance with this User Licence Agreement.
  1. These Sections 17.2 and 17.3 represents WSA’s sole obligations, and the User’s exclusive remedy with respect to Intellectual Property Rights infringement claims.
  2. All of the parties’ warranties and representations in respect of the subject matter of this User Licence Agreement are expressly set out in this User Licence Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this User Licence Agreement will be implied into this User Licence Agreement or any related contract.
  1. Acknowledgements and Warranty Limitations
    1. The User acknowledges that the Company Software is never wholly free from defects, errors and bugs; and subject to the other provisions of this User Licence Agreement, WSA gives no warranty or representation that the Company Software will be wholly free from Malicious Code, defects, errors and bugs.
    2. The User acknowledges that the Company Software is never entirely free from security vulnerabilities; and subject to the other provisions of this User Licence Agreement, WSA gives no warranty or representation that the Company Software will be entirely secure.
    3. The User acknowledges that it will be responsible for configuring its own technology to access the Company Platform Service.
    4. The User acknowledges that WSA will not provide any legal, financial, accountancy or taxation advice under this User Licence Agreement or in relation to the Company Software; and, except to the extent expressly provided otherwise in this User Licence Agreement, WSA does not warrant or represent that the Company Software or the use of the Company Software by the User will not give rise to any legal liability on the part of the User or any other person.
    5. The User acknowledges that where the Company Software or website of WSA contains links to other sites (including banner advertisements and sponsored links) and resources provided by third parties, these links are provided for the User’s information only. Such links should not be interpreted as approval by WSA of those linked websites or information the User may obtain from them. WSA has no control over the contents of those sites or resources, and the User accesses third party websites entirely at their own risk and subject to the terms and conditions of use for those websites.
  2. Limitations and Exclusions of Liability
    1. Nothing in this User Licence Agreement will:
  1. limit or exclude any liability for death or personal injury resulting from negligence;
  2. limit or exclude any liability for fraud or fraudulent misrepresentation;
  3. limit any liabilities in any way that is not permitted under applicable law; or
  4. exclude any liabilities that may not be excluded under applicable law, and, 
  5. if a party is a consumer, that party’s statutory rights will not be excluded or limited by this  User Licence Agreement, except to the extent permitted by law.
  1. The User may have rights to implied guarantees and warranties under Australian Consumer Law, including that the Services are of acceptable quality, rights for defective Services to be re-performed, and rights to compensation for damage and loss. All such implied guarantees and warranties are incorporated, and none excluded.
  2. WSA will not be liable to the User in respect of any losses arising out of a Force Majeure Event.
  3. WSA will not be liable to the User in respect of any special, indirect or consequential loss, including loss of profits, loss of revenues, loss of income, or anticipated savings or loss of business opportunities.
  4. WSA will not be liable to the User in respect of any loss or corruption of any data, User Content database or Company Software.
  5. Subject to Sections 19.1and Section 19.2, the aggregate liability of WSA to the User under this User Licence Agreement in respect of any and all events or series of related events for the Term shall not exceed $AUD500. 
  1. Termination
    1. In addition to WSA’s suspension rights, WSA may terminate this User Licence Agreement in the event of a breach of any of the provisions of this User Licence Agreement by the User, or without the need to specify a cause immediately. WSA may communicate termination by disabling the Login User’s Login account which may occur as a result of a determination made by WSA in its discretion or in accordance with an applicable Partner Agreement.
    2. This User Licence Agreement shall terminate for all Users immediately and without notice upon termination of the Partner Agreement with the related Partner.
  2. Effects of termination
    1. Upon the termination of this User Licence Agreement, all of the provisions of this User Licence Agreement shall cease to have effect, save that the following provisions of this this User Licence Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): 
Section Subject
2.3 Contract Formation
3 App Stores
4 Licence and Limitations
5 Reputation
6 Copyrighted Materials
7 Source Code
8 Company Platform Services
9 User Login and Access Credentials
10 User Content
11 Maintenance Services
12 Support Services
13 Privacy Policy
14 No Assignment of Intellectual Property Rights
15 Suspension of Services
16 Use Indemnity
17 Warranties
18 Acknowledgements and Warranty Limitations
19 Limitations and Exclusions of Liability
20 Termination
21 Effects of Termination
  1. Except to the extent that this User Licence Agreement expressly provides otherwise, the termination of this User Licence Agreement shall not affect the accrued rights of either party.
  1. General
    1. No breach of any provision of this User Licence Agreement shall be waived except with the express written consent of the party not in breach.
    2. If any provision of this User Licence Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this User Licence Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
    3. This User Licence Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
    4. The User hereby agrees that WSA may assign WSA’s contractual rights and obligations under this User Licence Agreement to its Related Bodies Corporate OR to any successor to all or a substantial part of the business of WSA from time to time OR to any third party, providing that, if the User is a consumer, such action does not serve to reduce the guarantees benefiting the User under this User Licence Agreement. Save to the extent expressly permitted by applicable law, the User must not without the prior written consent of WSA assign, transfer or otherwise deal with any of the User’s contractual rights or obligations under this User Licence Agreement.
    5. This User Licence Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this User Licence Agreement are not subject to the consent of any third party.
    6. The User Licence Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this User Licence Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
    7. This User Licence Agreement shall be governed by and construed in accordance with the laws of the state of New South Wales.
    8. The courts of New South Wales shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this User Licence Agreement.
  2. Export control
    1. The User acknowledges that materials and/or information supplied to the User under this User Licence Agreement may be subject to the Export Laws.
    2. The User must comply with the Export Laws insofar as they affect materials and information supplied to the User under this User Licence Agreement.
    3. Without prejudice to the generality of Section 23.2, the User:
  1. must not import, export, supply, disclose, transfer or transmit any materials or information supplied to the User under this User Licence Agreement if such import, export, supply, disclosure, transfer or transmission would contravene any embargo or exclusion list applying under the Export Laws; and
  2. must, where applicable, obtain all licences and consents required under the Export Laws for any import, export, supply, disclosure, transfer or transmission by or on behalf of the User of materials or information supplied to the User under this User Licence Agreement.
  1. Interpretation

In this User Licence Agreement, a reference to a statute or statutory provision includes a reference to: 

  1. that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
  2. any subordinate legislation made under that statute or statutory provision.

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