Terms Of Use

YB Life Pty Ltd (ACN 667 901 537) of c/- Level 29, Chifley Tower, 2 Chifley Square, Sydney 2000 (we, us, our) makes available software and services which assist with collecting, collating, interpreting and summarising information, and from those and other inputs generating outputs and passing information to a user’s own storage or a third party application (Solution). The Solution may consist of one or more modules, and may consist of cloud-based services (Cloud Services) and/or downloadable or installed software applications, and includes future versions, additional modules and features, enhancements, and updates and variations to that software or the Solution generally. The Solution may be provided to users under a customer agreement, or any other applicable agreement or arrangement, between a customer (Account Owner) and us (Contract).

By installing, accessing and/or using the Solution, you confirm that you accept and agree to comply with these terms. If you do not agree to these Terms of Use, you must not install, access or use the Solution.

Eligibility to use the Solution

1.1.These Terms of Use apply to your installation, access and use of the Solution and are in addition to the terms of any Contract. 

1.2.If there is any inconsistency between these Terms of Use and the Contract, the Contract will apply.

1.3. If you are an Account Owner, you must only access and use the Solution and any associated documentation or material we make available to you in accordance with the Contract.

1.4. If you are an employee or individual contractor of, or have been invited to access the Solution by, an Account Owner:

• we or the Account Owner may notify you of additional terms that apply to your use of the Solution; and
• you must only access and use the Solution and any associated documentation or material we make available to you for the Account Owner’s internal business purpose and as part of services provided by the Account Owner to its clients.

User accounts

2.1. Where required, the Account Owner is responsible for managing and issuing invites, user accounts and login details for accessing the Solution.

2.2. You are responsible for:

• the safe keeping of your username and password; and
• all use of the Solution under your account and login.

2.3. You must treat your username, password and other login details confidential and not share this information with any other person. You are responsible for use or misuse of the Solution by any third party to whom you have provided your login details or password.

Unauthorised access

3.1. The Solution is only usable by the Account Owner and other staff of the Account Owner as permitted by the Contract. You may not share or make the Solution available to third parties, sell, rent, lend, sub-licence or otherwise redistribute the Solution without our prior written consent.

3.2. You must use reasonable efforts to prevent unauthorised access to or use of your user account.

3.3. You must promptly notify us via email to contact@ybl.ai if you have any reason to believe that there has been any unauthorised use of your login details, password or user account, or any other known or suspected breach of security.

Restrictions on use

4.1. You must not:

• use the Solution to contravene any applicable law or the Contract, or to infringe any right, including intellectual property rights, of any other person;
• do anything that may circumvent measures employed to prevent or limit access to any part of the Solution;
• decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas, content or algorithms of any part of the Solution, or try to copy, modify or otherwise create derivative works or imitate the Solution or its underlying content;
• use the Solution in a manner that circumvents the ordinary use or operation of the Solution or disrupts our ability to provide services or support to our customers;
• use the Cloud Service in a manner that could damage, disable, overburden, or impair the Cloud Service or negatively affect or interfere with any other user’s use and enjoyment of the Cloud Service;
• develop or use any applications that integrate or interact with the Solution without our prior written consent, unless expressly provided in the Contract;
• use any device, software or routine to interfere or attempt to interfere with the proper working of the Cloud Service including (without limitation) by uploading or transmitting through the website any viruses, worms, trojans or other potentially destructive programs designed to interfere with, interrupt or disrupt the normal operating procedures of the Cloud Service or any of its users; or
• use the Solution for any illegal or unauthorised purpose, or engage in or encourage others to engage in any activity that violates any applicable law, these terms or the Contact, or infringes the rights of any other person.

Privacy policy

5.1. We manage personal information that we collect, store or use in order to provide the Solution in accordance with our privacy policy, which is available at https://www.ybl.ai/privacy-policy.

5.2. Our privacy policy sets out:

• how we collect, use, disclose and access your personal information; and
• how you may contact us, make a complaint, access your personal information or correct the personal information we hold about you.

Intellectual Property

6.1. As between the Account Owner, you and us, we own all rights, title and interest in and to:

• the Solution;
• all documentation or other materials, content and services relating to the Solution; and
• all data and information related to access and/or use of the Solution by you that is used by us in an aggregate and anonymised manner, including to compile statistical and performance information related to the provision and operation of the Solution.

6.2. You grant us a worldwide, non-exclusive, perpetual, transferable, irrevocable, royalty free, fully paid-up licence to use and sublicense any suggestions, comments and feedback about the Solution you provide to us.

Technical requirements

7.1. We are not liable to the Account Owner or you if the technical requirements of the Solution, including any update or new version, are not compatible with your hardware, applications, third party services, and other information technology systems.

7.2. We may update the Solution at any time, and these Terms apply to any such updated version. You do not have a right to updates unless we decide to implement the updated version for you.

7.3. The Solution includes the use of Robotic Process Automation (RPA) for the automation of certain tasks and processes. You acknowledge that the use of RPA involves the automation of certain tasks including interacting with third party applications and services, and it is your responsibility to ensure that the automated processes comply with the terms of use and licences that your and the Account Owner have for third party applications and services with which RPA features will be used, as well as all relevant laws, regulations, and ethical standards. You must only use the RPA features of the Solution in a manner that is consistent with the intended purpose and within the bounds of applicable contractual, legal and ethical considerations.

Suspension and termination

8.1. We may suspend or terminate your access to the Cloud Service and any support services or documentation related to the Solution at any time with or without notice to you if:

• we reasonably believe the Account Owner or you are in breach of these Terms of Use;
• we receive notice to do so from the Account Owner (if applicable);
• the Account Owner’s access is suspended or terminated under the Contract; or
• otherwise at our discretion.

8.2. Your user account and access to the Cloud Service will automatically terminate if:

• the Contract expires or terminates; or
• your employment or engagement with the Account Owner ends (if applicable).

Warranty disclaimer and limitation of liability

9.1. We adopt commercially reasonable efforts to protect and preserve data that you input into, and the output from, the Solution, but accept no liability for any loss of or damage to it. You are responsible for retaining backup copies of such data.

9.2. To the fullest extent permitted by law and subject to clause 9.3:

• the Solution and all other services, documentation and materials are provided on an "as is" basis and without warranty of any kind, either express or implied (whether by common law, statute or otherwise), including without limitation warranties of merchantability, fitness for a particular purpose and non-infringement. In particular, you acknowledge that the Solution is an early release version and may not work as intended or as expected by us or you; and
• in no event will we or our licensors be liable to you or any third party (including clients of you or the Account Owner) arising out of or in connection with the following, however caused, even if we have been advised as to the possibility of such losses being incurred:
  
  (i) these Terms of Use or your use of the Solution;
  (ii) any results obtained from the use of the Solution, and for conclusions drawn from such use;
  (iii) any error or defect in the Solution;
  (iv) any installation, training or other services provided in connection with the Solution.

9.3. To the extent permitted by law, we are not liable to you (or any party claiming through you, including the Account Owner), in tort, contract or otherwise for:

• use of the Solution in combination with any software, equipment, products, processes or materials not permitted by these Terms of Use;
• any interruption in the supply, or the suspension or discontinuance, of the Solution;
• use of the Solution other than as directed or approved by us in writing or otherwise in any manner not contemplated by these Terms of Use;
• any breach of any of the terms of these Terms or any negligence, wilful misconduct or fraudulent act or omission by you;
• any loss of profits, opportunity, revenue, data, goodwill, business or anticipated savings, pure economic loss, loss of value of equipment (other than cost of repair) or expectation loss; or
• any indirect, consequential, special, punitive or exemplary loss or damage, even if such loss or damage was reasonably foreseeable, arose naturally or was in the contemplation of the parties, resulting from access or use of the Solution.

9.4. You and the Account Owner jointly and severally agree to indemnify and hold us harmless from any claims, damages, expenses, losses or liabilities arising from your use of the Solution (including any RPA feature) in contravention of these Terms, for any liability which is excluded under clauses 9.2 or 9.3, the terms or conditions of use of any third party application or service, or any applicable laws in any jurisdiction.

Changes to these Terms of Use

10.1. We may make changes to these terms from time to time.

10.2. If the change materially increases your obligations or decreases your rights under these Terms of Use, the change will not take effect until you accept the updated terms. For all other changes, your continued use of the Solution is deemed acceptance of the updated terms.

General

11.1. These terms are governed by the laws and the parties submit to the non-exclusive jurisdiction of the courts, of the place specified in the Contract, or in absence of such specification the laws of New South Wales, Australia.

11.2. No forbearance, delay or indulgence by a party in enforcing the provisions of these Terms of Use will prejudice or restrict the rights of that party, nor will any waiver of those rights operate as a waiver of any subsequent breach.

11.3. If any part of these Terms of Use is or becomes invalid, that part will be severed from the Agreement and such invalidity will not affect the validity of the remaining provisions of these Terms of Use.

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First implemented: 22 November 2023

Last updated: 22 November 2023

If you have any question regarding our terms of use, please contact us.