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User Agreement

End User License Agreement
Vigilum Operations Australasia Pty Ltd (“Vigilum”)
V.1.1.23

By using Vigilum (as defined herein), You, as an end user, agree to be bound by the terms and conditions in this End User License Agreement (“EULA”), which is effective upon Your first use of Vigilum and is between You and Vigilum Operations Australasia Pty Ltd and its affiliates ,which are party to the agreement with the Service Subscriber (as defined herein) (“Vigilum Operations”). (You as the end user are referred to in this EULA as “You” or “Yourself,” and Your obligations as “Your” obligations; collectively, You and Vigilum Operations are referred to as “the Parties,” or “We” or “Us,” and our collective agreements, obligations or understandings are referred to with “Our”).

BY ACCEPTING THIS EULA, YOU:

  1. AGREE THAT YOU ARE THE END USER OF VIGLUM;
  2. REPRESENT THAT YOU ARE OF LEGAL AGE AND ARE AUTHORISED TO ENTER INTO THIS EULA ON BEHALF OF YOURSELF AND ANY PARTY TO WHOM YOU GRANT ACCESS TO Vigilum IN ACCORDANCE WITH (I) THE TERMS HEREIN AND (II) EXPLICIT INSTRUCTIONS FROM THE SERVICE SUBSCRIBER (AS DEFINED HEREIN).
  3. ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS EULA;
  4. ACCEPT THIS EULA AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL, ACCESS, OR USE Vigilum, AND DELETE IT FROM YOUR DEVICE(S) IF IT IS ALREADY INSTALLED.

1. CONTEXT; SCOPE

  1. Vigilum Operations provides this application (“App”) and/or related web-based, online portals referred to as “Vigilum,” which a company (“Service Subscriber”) can use to manage various lifecycle, regulatory, maintenance, and other data with regard to certain assets, products and services, manage its inventory and devices, and create, view and share data and analytics regarding the foregoing. In particular, Vigilum has the functionality to perform one or more of the following (i) facilitate tracking of workers’ training on relevant safety regulations, and workers’ PPE usage and compliance with such regulations; (ii) optionally facilitate consolidated procurement of certain PPE; (iii) provide the optional integration with RFID and barcode technologies to track and manage PPE and other safety assets; (iv) solely if the applicable module is specifically subscribed to, facilitate tracking of workers’ hazard exposure data and instruments used to collect exposure data; (v) record, store and monitor inventory, devices, configurations; and (vi) develop and provide reports, analytics and other

    As such, Vigilum is particularly useful to a company that manages sites or installations which are subject to various safety regulations, including, among others, such as regulations that require workers to use specific personal protective equipment (“PPE”) when those workers are engaged in certain tasks; or require employees engaged in certain tasks or subject to certain hazardous conditions or environments to complete specific training or certification and when management of devices and users is desired or required.

  2. Vigilum Operations provides Vigilum directly or indirectly to the third party that granted you access to Vigilum (“Service Subscriber”) on a subscription
  3. The Service Subscriber would like You to have access to Vigilum and/or certain PPE or other hardware that may interface to Vigilum—to help the Service Subscriber in managing its assets, devices, users, or safety obligations and/or to enable workers like You to have access to certain information that may be helpful in using PPE in a hazardous (The PPE, Vigilum Operations Live Monitoring Platform and any hardware or software that connect the PPE to Vigilum for purposes of transferring data are referred to as the “System”). Vigilum Operations is willing to grant to You this access to Vigilum, provided You agree to comply with the terms of this EULA.

2. DEFINITIONS

Asset Information
Information about safety assets (e.g., PPE or other safety devices) or other assets assigned to or used by You, including information about usage of such assets.

Authorised Countries
Australia, New Zealand.

Authorised Purposes
Legitimate business purposes of Service Subscriber in collecting, processing, and disclosing Personal Information for:

  1. confirming compliance with applicable safety standards and regulations, procedures and policies and training requirements;
  2. facilitating a chain of responsibility for tracking, managing and confirming compliance with applicable safety standards and regulations of individual Users;
  3. tracking and managing PPE and other safety assets that are assigned to individual Users;
  4. solely if the applicable module is specifically subscribed to, facilitating processes and procedures for managing the potential personal exposure data and information provided through Vigilum for he purpose of improving the health and safety of individual Users and in accordance with Service Subscriber’s safety and medical processes that exist or are developed in the future; and
  5. providing information to Vigilum Operations to enable Vigilum Operations to provide information relating to product upgrades, updates, fixes and new offerings, service intervals, and related product sales to You or to the Service Subscriber (in accordance with any  applicable opt-in requirements).

Authorised User
A person who is working directly or indirectly for Service Subscriber; who has been  issued a user  name and password either by Vigilum Operations on behalf of Service Subscriber, or by Service Subscriber for access to Vigilum within one  of the Authorised Countries; and who has accepted the terms of this EULA.

Hazard Exposure Information
Data and information regarding the measured levels of exposure to certain physical agents collected by wearing specific PPE or instruments, such as Vigilum Operations’s QuietPro products, sound level meters, noise dosimeters, including but not limited to the precise levels of hazard exposure (absolute and cumulative values), time and  advisory warning alarms, individual exposure alarm levels, personal preferences for PPE and  instrument configuration, and hearing test results determined through PPE.

Personal Information
One or more of User Information, Hazard Exposure Information (solely if the applicable module is specifically subscribed to), Training History, and Asset Information.

Training History
Information regarding training and certifications completed and obtained by You, including the name and code of course(s) taken, the completion date of those course(s), the completion disposition (i.e., pass or fail, or  numerical score if one is provided for end-of-course testing, or a formal certification if one is provided) and expiration date of any corresponding certification; identifying information about the course provider, including, program provider and training location, and  optionally, the instructor’s name or other identifier.

User Information
Identifying information about You, including but not limited to the Your first, middle and last name; Your picture, if provided; and Your identification number; Your preferences and IP address  from which Vigilum Operations Safety  Suite is accessed; contact information for You, including an email address for You that You use for work purposes, if such an email address exists; information about Your current job, including job title, job function or role, normal working location or site, status within the project (i.e., “active” or “inactive”), and immediate supervisor’s first and last name and identification number.

3. PRIVACY

The Privacy Statement is provided under separate terms and covers the use of certain Vigilum Operations products and services delivered to You via the System (collectively, the “Vigilum Operations Services” or “Services”) and the licensure of software products identified herein, which includes computer and application software and may include associated media, printed materials, and  “online” or electronic documentation, and any future versions, releases, updates, patches, error fixes and  bug fixes of the above software (“Vigilum Operations Software”).

4. LICENSE; LIMITS

The System includes software owned by Vigilum Technologies Pty Ltd and software licensed to Vigilum Operations, and is protected by Australian and international copyright laws and treaties, as well as other intellectual property laws and treaties.

The System is licensed, not sold. Subject to the terms of this EULA, and Your compliance with such terms, Vigilum Operations grants You a limited, non-exclusive, non-transferable end user license (without the right to sublicense) to access, use, download and install, on a computer or mobile device owned or otherwise controlled by You. You shall be able to access and use Vigilum and benefit from the functionalities of Vigilum Operations SafetySuite, provided until You are and remain an Authorised User (subject to Section 8 of this EULA) and use Vigilum only for Authorised Purposes. If you cease to be an Authorised User, your license to Vigilum will automatically terminate. Vigilum Operations provides access to certain functionalities of Vigilum only, and does not provide any access, license, or right of any kind to any computer software code (object or source code) relating to Vigilum.

Unregistered use, reproduction, and distribution of any portion of the System is not permitted by Vigilum Operations and is in violation of Australia and International copyright laws and is subject to civil and criminal penalties. You are specifically prohibited from:

  1. making or distributing any copies of the System or any portion thereof;
  2. renting, leasing, licensing, sublicensing, selling, reselling, or otherwise commercially exploiting or making available to any third party Vigilum or any portion thereof;
  3. using Vigilum’s data processing services to provide those same data processing services to non-Authorised Users;
  4. making the output generated by or the results of any performance or functional evaluation of the System available to any party other than an Authorized User or for any purposes other than Authorised Purposes;
  5. attempting to gain unauthorised access to Vigilum or related systems or networks;
  6. copying, modifying, or translating the System (including portions thereof, such as features, functions or graphics), or creating derivative works based on the System or portions thereof;
  7. altering or removing any notices or legends appearing on or in the System, including any copyright, trademark, patent, proprietary rights, ownership of confidentiality notices or legends;
  8. interfering with or disrupting the integrity or performance of Vigilum or the data contained therein;
  9. using Vigilum to send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;

All rights of any kind in the System and all other rights of Vigilum Operations, which are not expressly granted in this EULA, are entirely and exclusively reserved to and by Vigilum Operations (including the software object code and source code).

5. PASSWORD AND ACCESS

You agree to: (a) provide true, accurate, current, and complete information about Yourself as prompted by any registration process and (b) maintain and promptly update such information.

You agree to maintain the security of the username and password and/or personal identification number (“PIN”) (collectively, “Password”) You use to access the System. If You are provided with a temporary username and Password You must modify the temporary credentials and create Your own username and Password. You are responsible for maintaining the confidentiality of Your Password and account and You are fully responsible for all activities that occur under Your Password, account or any subaccount. You agree to (a) immediately change Your Password in the event of any breach of security, (b) notify Vigilum Operations if You have experienced a breach of security, and (c) ensure that You exit from Your account at the end of each session.

6. MOBILE DEVICE REQUIREMENTS

You acknowledge that specific regulations for the mobile device may apply to your specific environment or activities. For example, when you are working in certain environments, a mobile device that is intrinsically safe may be required. You represent and warrant that you will only use Vigilum from a mobile device that complies with all regulations that apply, given the environment you are in and the activities in which you are engaged.

You further represent and warrant that you will maintain physical possession and control of your mobile device at all times and otherwise take all precautions to ensure the safeguarding of the mobile device and restriction of access to Vigilum through such mobile device.

You further acknowledge that Vigilum is only tested and approved for use through specific mobile devices, as indicated by Vigilum Operations from time to time; Vigilum Operations makes no representations or warranties about use of the Vigilum on other devices, nor does Vigilum Operations accept any liability whatsoever for your use of the Vigilum Operations SERVICE on other devices.

You assume all liability for your selection and use of the mobile device on which you install and use the APPLICATION and from which you use the Vigilum Operations SERVICE; and you agree to indemnify and hold Vigilum Operations harmless against and defend Vigilum Operations from, any and all suits, claims, demands, causes of action, and judgments relating to damages, whether for personal injury or to personal property, suffered by you or any person, firm, corporation, or business association, because of your failure to comply with the terms of this Section.

7. TECHNICAL SUPPORT

You agree to report to Vigilum Operations any errors or bugs with respect to your use of Vigilum.

You may have access to support related to Vigilum. Any supplemental software code or access provided to you as part of the support services will be considered part of Vigilum and will be subject to the terms and conditions of this EULA. With respect to technical information you provide to Vigilum Operations as part of the support services, Vigilum Operations may use such information for any business purpose, Vigilum Operations will not utilize such technical information in a form that identifies You.

Notwithstanding the Privacy Statement, You acknowledge permission to Vigilum Operations technical support, which is located in one of a number of geographic locations around the world to have access to certain functionality relating to your account, including, but not limited to the ability to view the data associated with your account.

8. TERM AND CANCELLATION; MODIFICATIONS TO SYSTEM

This EULA is effective on the day You first use the System and will continue for so long as You continue to use the System and Services within the terms of this EULA, provided also that the Service Subscriber has followed all the steps necessary to acquire the usage rights for You, including making any payments that may be required.  This EULA will automatically terminate at any time if (A) the Subscription Agreement has been terminated or (B) You fail to comply with any of the terms hereof. In either case, Vigilum Operations will have no obligation to directly notify You. In particular, Vigilum Operations may immediately suspend or terminate Your access to Vigilum in the event it reasonably believes that any act by You (i) may be illegal, (ii) may violate the rights of any third party, (iii) may jeopardise the operation of Vigilum, or (iv) may fall outside the scope of the permitted license.

Upon termination of this EULA with You, the license granted hereunder will terminate and You must stop all use of the System immediately.

Vigilum Operations has reserved certain rights with the Service Subscriber with respect to modifying, suspending, and discontinuing the System. You agree that Vigilum Operations will not be liable to You for any modification, suspension, or discontinuance of the System.

9. PROPRIETARY RIGHTS

Subject to any binding agreement to the contrary between Vigilum Operations and Service Subscriber, Vigilum Operations retains all rights, title, interest, ownership, and proprietary rights in and to the System and all associated technology, processes, know-how, instructions, training materials, documentation, and all improvements and enhancements thereto.
10. WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS

THE SYSTEM IS PROVIDED AS IS, AND WITH NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND VIGILUM OPERATIONS EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF USE, PERFORMANCE OR NON-PERFORMANCE OF THE SYSTEM REMAINS WITH YOU. TO THE FULLEST EXTENT PERMITTED BY LAW, VIGILUM OPERATIONS DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE SYSTEM.

IF VIGILUM OPERATIONS SHOULD NEVERTHELESS BE FOUND LIABLE, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY LOSS, DAMAGE OR INJURY ARISING UNDER THIS AGREEMENT OR OTHERWISE, REGARDLESS OF CAUSE OR ORIGIN, ON ANY BASIS WHATSOEVER, (INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, DATA SECURITY BREACH), ITS TOTAL MAXIMUM LIABILITY IS LIMITED TO $1000.00 (EXCEPT IN RESPECT OF LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY VIGILUM OPERATION’S NEGLIGENCE OR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED UNDER APPLICABLE LAW) WHICH WILL BE THE COMPLETE AND EXCLUSIVE REMEDY AGAINST VIGILUM OPERATIONS. IN ADDITION, IN NO EVENT WILL VIGILUM OPERATIONS OR ITS PRINCIPALS, SHAREHOLDERS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS, SUBSIDIARIES, OR SUPPLIERS, BE LIABLE FOR ANY LOSS OF PROFIT OR REVENUE, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITY, LOST OR DAMAGED DATA, LOSS OF CAPITAL OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER RELATING TO THE USE OF THE SYSTEM OR ANY COMPONENT THEREOF OR TO YOUR RELATIONSHIP WITH VIGILUM OPERATIONS, EVEN IF VIGILUM OPERATIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

UNDER NO CIRCUMSTANCES WILL VIGILUM OPERATIONS BE HELD LIABLE FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH THE SYSTEM, ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, BUT NOT  LIMITED TO, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, DATA  SECURITY BREACH, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES.

11. MISCELLANEOUS

The failure of Vigilum Operations to enforce at any time any of the provisions of this EULA will not be construed to be a continuing waiver of any provisions hereunder nor will any such failure prejudice the right of Vigilum Operations to take any action in the future to enforce any provisions hereunder.

This Agreement shall be governed by, and interpreted and construed in accordance with, the laws of the State of New South Wales, Australia, without giving effect to the conflicts of law principles now or hereafter in force in the State of New South Wales, Australia. The Parties submit to the jurisdiction of the state and federal courts located in Sydney, and agree that such courts are the proper venue for any claim or cause of action between the parties or arising out of or relating to this Agreement.

It is understood and agreed that, notwithstanding any other provisions of this EULA, breach of  any provision of this EULA by You may cause Vigilum Operations irreparable damage for which recovery of money damages would be inadequate, and that Vigilum Operations will therefore be entitled to obtain timely injunctive relief to protect Vigilum Operations’s rights under this EULA in addition to any and all remedies available at law. This EULA, including the Privacy Statement, forms the entire agreement between You and Vigilum Operations and supersedes in their entirety any and all oral or written agreements previously existing between You and Vigilum Operations with respect to the subject matter hereof.

Neither this EULA nor any of the rights, interests, or obligations provided by this EULA may be transferred or assigned by You without the prior written consent of Vigilum Operations. Vigilum Operations may assign this EULA, in whole or in part, in its sole discretion.

The provisions of this EULA will apply to the fullest extent permitted by law and be interpreted and applied to a lesser extent, where necessary to be valid. The invalidity or unenforceability of any provision of this EULA will not affect any other provision and all such other provisions will remain in full force and effect without change or modification thereof.

12. GEOLOCATION STATEMENT

The Vigilum product, data input feeds and connected hardware use location services to identify, evaluate, and determine work safety by tracking and monitoring assets, users, and/or devices. This may include the collection of the precise, realtime location (i.e., geo-location) of your mobile device and/or other connected products. This information will be used only for purposes of facilitating your use of the Vigilum platform. The geo-location of your mobile device may be disclosed to our service providers who may process this information exclusively in connection with providing services on our behalf. Once you have consented to the collection of the precise location of your mobile device or accessories thereto (e.g., a bio-harness, a watch, etc.), you may adjust or withdraw this consent at any time by managing your Location Services preferences through the settings of your mobile device; in the case of other products, location settings may or may not be available.