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End User License Agreement

Dated: 15 April 2025

License

  1. Under this End User License Agreement (the "Agreement"), Voluntech Pty Ltd (the "Vendor") grants to the user (the "Licensee") a non-exclusive and non-transferable license (the "License") to use Worthy Grants (the "Software") in Australia.
  2. "Software" includes the executable computer programs, any related printed, electronic and online documentation, browser extensions (including the Chrome extension), and any other files that may accompany the product.
  3. Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.
  4. This Agreement grants a site licence to the Licensee. The Software may be used on different devices and in different locations, but only accessible by Users ("Users") and via their accounts associated with this License.
  5. Beta Access Licence: The Vendor may, at its sole discretion, offer a Beta Access Licence to certain Licensees for the purpose of testing and providing feedback on the Software (the "Beta Users"). Beta Users will be granted limited access to the Software under this Agreement, with additional terms as outlined in Clauses 11, 16, 20, 25 & 39.
  6. The License granted under this Agreement is conditional on the Licensee maintaining active subscription payments or, for Beta Users, compliance with the Beta Access Licence terms as outlined in this Agreement.
  7. The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties.
  8. The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.
  9. Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.

Subscription Fee

  1. The price paid by the Licensee for a subscription to the product ("Subscription Fee") will constitute the entire licensing fee and is the full consideration for this Agreement.
  2. Beta or Reduced Pricing: The Vendor may waive or reduce the Subscription Fee for Beta Users during the beta testing period or any other promotional period, as communicated in writing. This does not waive the Vendor's right to adjust pricing after the beta period or promotional period ends, with prior notice to the Licensee.
  3. Ongoing Subscription: The License is contingent upon the timely payment of the Subscription Fee. Failure to maintain active payment may result in suspension or termination of the License without prior notice.
  4. Pricing Changes: The Vendor reserves the right to change the Subscription Fee at any time without prior notice. Continued use of the Software after a change in the Subscription Fee constitutes acceptance of the new pricing.
  5. Feature Changes: The Vendor reserves the right to modify, add, or remove features of the Software at its sole discretion and without notice to the Licensee. The Licensee acknowledges that such changes may affect the functionality or availability of certain features.

Limitation of Liability

  1. The Software is provided by the Vendor and accepted by the Licensee "as is". Liability of the Vendor will be limited to a maximum of the original purchase price of the Software. The Vendor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.
  2. Beta Access Disclaimer: Beta Users acknowledge that the Software provided under the Beta Access Licence may contain bugs, errors, or other defects. The Vendor provides the Software "as is" without any guarantees or warranties, and Beta Users agree to use it solely for testing purposes.
  3. The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.
  4. The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.

Warrants and Representations

  1. The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright or applicable statute.
  2. Feedback from Beta Users: Beta Users may be required to provide feedback, including but not limited to performance, usability, and defects in the Software. This feedback will become the sole property of the Vendor, and the Vendor may use such feedback without restriction for improvement, development, or commercial purposes without obligation to the Beta User.

Acceptance

  1. All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee ("Acceptance") on registration of the Software with the Vendor.

Term

  1. The term of this Agreement will begin on Acceptance and is perpetual.

Termination

  1. This Agreement will be terminated and the License forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. On termination of this Agreement for any reason, the Licensee will lose access to the Software.
  2. Payment Default: The License may be terminated immediately if the Licensee fails to make subscription payments as required under this Agreement.
  3. Beta Access Termination: The Vendor reserves the right to terminate the Beta Access Licence at any time, for any reason, without prior notice. Upon termination, Beta Users must discontinue use of the Software and destroy or return any accompanying materials as instructed by the Vendor.

Force Majeure

  1. The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to mitigate such an event.

Data & Privacy

  1. Compliance with Privacy Policy: The Vendor's collection, use, storage, and disclosure of personal information in connection with the Software are governed by the Vendor's Privacy Policy, available at www.worthygrants.com.au/privacy-policy. By entering into this Agreement, the Licensee acknowledges that they have reviewed and accepted the terms of the Privacy Policy.
  2. Australian Privacy Principles: The Vendor complies with the Australian Privacy Principles (APPs) under the Privacy Act 1988 (Cth) in handling personal information collected through the Software.
  3. Data Protection Measures: The Vendor will implement reasonable technical, organisational, and administrative measures as outlined in the Privacy Policy to protect personal information from unauthorised access, disclosure, alteration, or destruction. This includes storing data within Australia where practical, except for overseas service providers as detailed in the Privacy Policy, including but not limited to Stripe (payment processing), Airtable, Slack, Intercom, AWS, and Supabase.
  4. User Responsibilities: The Licensee agrees to ensure that all Users associated with their account are made aware of the Vendor's Privacy Policy and consent to their data being processed in accordance with its terms.
  5. AI Features and Use: The Licensee acknowledges that the Software incorporates artificial intelligence capabilities to generate grant application documents based on user input. The Licensee accepts that the AI-generated content should be reviewed for accuracy before submission of any grant applications.

Consumer Guarantees

  1. Under the Australian Consumer Law, consumers have certain rights which cannot be excluded, including guarantees as to the acceptable quality and fitness for purpose of goods and services. Nothing in this Agreement will be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law and which by law cannot be excluded, restricted or modified.

Governing Law

  1. This Agreement is governed by the laws of Victoria, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of Victoria and any courts which may hear appeals from those courts in respect of any proceedings in connection with this Agreement.

Publicity and Marketing

  1. The Vendor may use the Licensee's name and logo on the Vendor's website, customer lists, and other marketing materials solely for the purpose of identifying the Licensee as a customer of the Software only if:
    1. The Licensee provides prior written consent; OR
    2. The Licensee is receiving the Software at a discounted rate below the standard advertised pricing, in which case this discounted pricing will be deemed consideration for the rights granted in this clause.
  2. The Vendor may contact the Licensee to request participation in case studies or testimonials showcasing the use and benefits of the Software. The Licensee's participation is voluntary and requires separate written consent, which will outline the specific uses of the Licensee's name, logo, and feedback.
  3. Notwithstanding Clause 34(b), the Licensee may opt-out of the use of their name and logo as described in Clause 34 at any time by providing written notice to the Vendor. The Vendor will make reasonable efforts to remove the Licensee's name and logo from future marketing materials within a reasonable timeframe.

Miscellaneous

  1. This Agreement can only be modified in writing signed by both the Vendor and the Licensee.
  2. This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.
  3. Notice of Changes: While the Vendor may notify Licensees of changes to pricing, features, or other terms, it is not obligated to provide advance notice. Licensees agree to review the terms periodically and accept that continued use of the Software constitutes acceptance of all changes.
  4. Modifications for Beta Users: Beta Users accept that terms of the Beta Access Licence, including access and pricing, may be modified during the beta testing period with reasonable notice from the Vendor.
  5. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
  6. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
  7. This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
  8. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Vendor's successors and assigns.

Relationship with Terms of Service

  1. This Agreement constitutes the End User License Agreement referenced in the Vendor's Terms of Service. In the event of any conflict between this Agreement and the Terms of Service, the terms of this Agreement shall prevail.

Notices

  1. All notices to the Vendor under this Agreement are to be provided at the following address:

    Voluntech Pty Ltd
    Suite 30, 3 Albert Coates Lane
    Melbourne, VIC 3000