Super Cellars Mobile Application End User License Agreement

 

Read & understand these terms:

This Mobile Application End User License Agreement ("Agreement") is a binding agreement between you (and any other entity on whose behalf you accept these terms) (collectively, "End User" or "you") and The Independent Liquor Group Distribution Co-operative Ltd ABN 70 252 541 400 ("Co-operative"). This Agreement governs your use of the ILG mobile application for Apple iOS or Android operating systems (including all related documentation, manual(s), files, electronic or online materials and any copies thereof, collectively the "Application").

By downloading/installing/using the Application, you:

• (a) acknowledge that you have read and understand this Agreement;
• (b) represent that you are of legal age to enter into a binding agreement; and
• (c) accept this Agreement and agree that you are legally bound by its terms.

If you do not agree to these terms, do not download, install or use the Application.

1. License Grant

   1. Subject to the terms of this Agreement, Co-operative grants you a limited, non-exclusive and non-transferable license to download, install and use the Application for your personal, non- commercial use on a single mobile device owned or otherwise controlled by you ("Mobile Device").

2. Changes to this Agreement

   1. The Co-operative reserves the right to modify this Agreement at any time and for any reason. The Co-operative will post the most current version of this Agreement at https://supercellars.com.au/Home/MobileAppEULA. If the Co-operative makes material changes to this Agreement, you will receive a notification via the Application.

   2. You are responsible for complying with the updated terms posted online at the Co-operative’s website even if these updated terms appear online on the Co-operative’s website before being posted on the App/Home/MobileAppEULAlication. Your continued use of the Application after the Co-operative publishes notice of changes to this Agreement indicates your consent to the updated terms.

3. License Restrictions

   1. As licensee, you must not:
      1. copy the Application, except as expressly permitted by this license;
      2. modify, translate, adapt or otherwise create derivative works improvements, whether or not patentable, of the Application;
      3. reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
      4. remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
      5. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Application.

4. Reservation of Rights

   1. You agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Co-operative and its licensors and service providers reserve and will retain their entire right, title and interest in and to the Application, including copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

5. Collection and Use of Your Information

   1. You acknowledge that when you download, install or use the Application, Co-operative may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the Application.

   2. You also may be required to provide certain information about yourself as a condition to downloading, installing or using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others.

   3. All information that is collected through or in connection with this Application is subject to the Privacy Policy of The Independent Liquor Group Distribution Co-Operative Ltd ABN 70 252 541 400 accessible at: https://ilg.com.au/privacy-policy/.

   4. By downloading, installing, using and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

6. Consent to electronic communications and solicitation

   1. By downloading the Application, you authorise the Co-operative to send you (including via email and push notifications) information regarding the Co-operative’s products, services and the Application, such as:
      1. notices about your use of the Co-operative’s products, services and the Application, including notices of violations of use;
      2. updates to the Co-operative’s services and Application and new features or products; and
      3. promotional information and materials regarding the Co-operative’s products and services.

   2. You can review your account notification settings and adjust your messaging preferences, including opting-in to additional messages or unsubscribing to certain messaging through the ‘Push Notifications’ section of the Application settings.

7. Updates

   1. Co-operative may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality.

   2. You agree that Co-operative has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:
      1. the Application will automatically download and install all available Updates; or
      2. you may receive notice of or be prompted to download and install available Updates.

   3. You should promptly download and install all Updates and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

8. Term and Termination

   1. The term of this Agreement commences when you download, install or otherwise use the Application and will continue in effect until terminated by you or Co-operative as set forth in this clause 8.

   2. You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Device.

   3. Co-operative may terminate this Agreement at any time without notice if it ceases to support the Application, which Co-operative may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you attempt to circumvent any technical protection measures used in connection with the Application or violate any of the terms and conditions of this Agreement.

   4. Upon termination:
      1. all rights granted to you under this Agreement will also terminate; and
      2. you must cease all use of the Application and delete all copies of the Application from your Mobile Device and account, or otherwise in your possession or control, including from any client server or other computer or device on which it has been installed.

   5. Termination will not limit any of Co-operative's rights or remedies at law or in equity.

9. Disclaimer of Warranties

   1. The Application is provided to licensee ‘as is’ and with all faults and defects without warranty of any kind. to the maximum extent permitted under applicable law, Co-operative, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Application, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. without limitation to the foregoing, Co-operative provides no warranty or undertaking, and makes no representation of any kind that the Application will meet your requirements, achieve any intended results, be compatible or work with any other software, Applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

   2. Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

10. Limitation of Liability

    1. To the fullest extent permitted by applicable law, in no event will Co-operative or its affiliates, or any of its or their respective licensors or service providers, have any liability for damages arising from or related to your use of or inability to use the Application.
    2. The foregoing limitations will apply whether such damages arise out of breach of contract, tort (including negligence) or otherwise and regardless of whether such damages were foreseeable or Co-operative was advised of the possibility of such damages. Some jurisdictions do not allow certain limitations of liability so some or all of the above limitations of liability may not apply to you.

11. Indemnification

    1. You agree to indemnify, defend and hold harmless Co-operative and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement. Furthermore, you agree that Co-operative assumes no responsibility for the content you submit or make available through this Application.

12. Severability

    1. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

13. Governing Law

    1. This document is governed by the law of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts in New South Wales, Australia in connection with matters concerning this document.

14. Entire Agreement

    1. This document records the entire agreement between the parties in relation to its subject matter. It supersedes all prior contracts, arrangements, understandings or negotiations by, or between, the parties in relation to the subject matter of this document.

15. Waiver

    1. The failure, delay or omission by a party to exercise, or to partially exercise, a right, power or remedy under this document does not operate as a waiver of that right, power or remedy. A party which exercises, or partially exercises, a right, power or remedy maintains its right to further exercise the same right, power or remedy or to exercise another right, power or remedy. A party waives a right, power or remedy only by explicitly doing so in a written notice to the other party and the waiver is strictly limited to the matters specified in the notice.