IMPORTANT–READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THIS SAAS SERVICE. BY ACCESSING OR USING THIS SAAS SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, PROMPTLY CEASE ACCESSING OR USING THE SERVICE. A VALID SUBSCRIPTION IS REQUIRED FOR USE OF THE SERVICE.
Definitions
In this License Agreement, the following terms shall have the meanings set forth below: “Service” means the cloud-based software program known as “Sticky Guest” provided by iMagic Pty Ltd as a service accessible via the internet, including any updates, modifications, or enhancements. “Documentation” means the User Guide and any other materials accompanying the Service. “You” or “User” means the individual or entity entering into this Agreement. “Subscription Fee” means the recurring fee paid by You for the subscription to access and use the Service. “Customer Data” means any data, information, or content uploaded, input, or generated by You or on Your behalf through the Service. Capitalized terms used but not defined herein shall have their ordinary meanings.
Acknowledgment
By accessing or using the Service, You confirm that You have read, understood, and agree to be bound by this License Agreement. The Service is licensed, not sold, to You for use strictly in accordance with the terms herein.
Grant of License for Subscribers
iMagic Pty Ltd grants You a non-exclusive, non-transferable, limited license to access and use the Service, including any Documentation, remotely via the internet, to support up to the number of simultaneous users specified in Your subscription plan. The Service and Documentation shall be used only by You, only for Your own personal or internal business use and not in the operation of a service bureau or for the benefit of any other person or entity. You are responsible for maintaining the confidentiality of Your login credentials and for all activities that occur under Your account.
Ownership
You have no ownership rights in the Service. Rather, You have a limited license to access and use the Service as long as this License Agreement and Your subscription remain in full force and effect. Ownership of the Service, Documentation, and all intellectual property rights therein shall remain at all times with iMagic Pty Ltd. Any other use of the Service by any person, business, corporation, government organization, or any other entity is strictly forbidden and is a violation of this License Agreement. You retain all ownership rights in Your Customer Data.
Copyright
The Service and Documentation contain material that is protected by Australian Copyright Law and trade secret law, and by international treaty provisions. All rights not granted to You herein are expressly reserved by iMagic Pty Ltd. You may not remove any proprietary notice of iMagic Pty Ltd from any copy of the Documentation.
Restrictions
You may not publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Service or any part thereof. You may not reverse engineer, decompile, translate, adapt, or disassemble the Service, nor shall You attempt to create the source code from any aspect of the Service. You may not scrape, spider, or otherwise extract data systematically from the Service. You agree not to interfere with or disrupt the Service or servers or networks connected to the Service. Your access is limited to the subscription plan You have purchased.
Modifications to the Service
iMagic Pty Ltd reserves the right to modify, update, or discontinue the Service at any time without prior notice. Updates may be provided to enhance functionality, fix defects, or comply with legal requirements. Your continued use of the Service after any such modifications constitutes Your acceptance of the changes. If You do not agree to the modifications, You must cease using the Service.
Third-Party Services
The Service may display, include, or make available third-party content or provide links to third-party websites or services. iMagic Pty Ltd is not responsible for such third-party services or content, and Your access to them is at Your own risk and subject to the terms and conditions of those third parties.
Fair Use Policy and Acceptable Use
Your use of the Service is subject to this Fair Use Policy to ensure fair and equitable access for all users. "Fair Use" means usage that is reasonable and consistent with the intended purpose of the Service for personal or internal business operations, without excessive or abusive consumption of resources. Examples of excessive use include, but are not limited to, automated scripting that overloads the system, data mining beyond normal business needs, or usage that impairs the performance of the Service for its intended functions. You agree not to use the Service for any unlawful purpose or in violation of any applicable laws. iMagic Pty Ltd reserves the right to monitor usage patterns and, at its sole discretion, determine if Your usage violates this policy. If Your usage is deemed excessive or in violation, iMagic Pty Ltd may: (i) require You to upgrade Your subscription; (ii) impose additional fees; (iii) throttle or limit Your access; or (iv) terminate Your subscription in accordance with the Termination section. You agree to cooperate with any requests for information regarding Your usage. This policy is designed to protect the integrity of the Service and ensure a positive experience for all subscribers. If You anticipate high-volume usage, please contact iMagic Pty Ltd in advance to discuss appropriate subscription options.
Confidentiality
You acknowledge that the Service contains proprietary trade secrets of iMagic Pty Ltd and You hereby agree to maintain the confidentiality of the Service using at least as great a degree of care as You use to maintain the confidentiality of Your own most confidential information. You agree to reasonably communicate the terms and conditions of this License Agreement to those persons employed by You who come into contact with the Service, and to use reasonable best efforts to ensure their compliance with such terms and conditions.
Data Privacy and Customer Data
If the Service collects or processes any personal data, such data will be handled in accordance with iMagic Pty Ltd's Privacy Policy and applicable laws, including the Australian Privacy Act 1988 and the Australian Privacy Principles. You consent to such collection and use as necessary for the Service's functionality. You retain all right, title, and interest in and to Your Customer Data. iMagic Pty Ltd shall have a worldwide, royalty-free, non-exclusive license to use, copy, store, and transmit Your Customer Data solely as necessary to provide the Service. You represent and warrant that You have all necessary rights to provide Your Customer Data to iMagic Pty Ltd and that such data does not violate any third-party rights. iMagic Pty Ltd will implement reasonable security measures to protect Your Customer Data. In the event of a data breach, iMagic Pty Ltd will notify You in accordance with applicable law. Upon termination, iMagic Pty Ltd will, at Your request, provide You with an export of Your Customer Data in a standard format. A link to the Privacy Policy is below.
Service Levels
iMagic Pty Ltd will use commercially reasonable efforts to make the Service available 99% of the time, excluding scheduled maintenance (which will be notified in advance) and force majeure events. If the Service is unavailable in excess of the committed uptime, You may be eligible for service credits as outlined in the applicable Service Level Agreement (SLA), available upon request. Detailed SLAs, including response times for support, are provided in the Documentation or upon subscription.
Fees and Payment
In consideration of the license granted herein, You agree to pay iMagic Pty Ltd the Subscription Fees as specified in Your order form or subscription plan. Subscription Fees are billed [monthly/quarterly/annually] in advance and are non-refundable except as expressly provided herein. Payments are due within [30] days of invoice date. Overdue payments accrue interest at 1.5% per month. iMagic Pty Ltd may increase Subscription Fees upon renewal by providing [30] days' notice. All fees are exclusive of applicable taxes, which You are responsible for paying.
Limited Warranty
iMagic Pty Ltd warrants that the Service will substantially conform to the Documentation for the subscription term. Should the Service not so conform, Your exclusive remedy, and iMagic Pty Ltd's sole obligation, shall be, at iMagic Pty Ltd's discretion, correction of the defect or a pro-rata refund of prepaid Subscription Fees. Any use by You of the Service is at Your own risk. This limited warranty is the only warranty provided by iMagic Pty Ltd. Except for the limited warranty above, the Service is provided “AS IS.” To the maximum extent permitted by law, iMagic Pty Ltd disclaims all other warranties of any kind, either expressed or implied, including implied warranties of merchantability and fitness for a particular purpose. iMagic Pty Ltd does not warrant that the Service will meet Your requirements, operate error-free, or be uninterrupted, or that defects will be corrected, or that the Service is compatible with any platform. Some jurisdictions do not allow the waiver or exclusion of implied warranties, so they may not apply to You.
Limitation of Liability
IN NO EVENT WILL iMagic Pty Ltd BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF iMagic Pty Ltd HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. iMagic Pty Ltd’s AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SERVICE AND DOCUMENTATION SHALL NOT EXCEED THE AMOUNT OF THE SUBSCRIPTION FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Indemnification
You agree to indemnify, defend, and hold harmless iMagic Pty Ltd, its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) Your use of the Service; (ii) Your violation of this License Agreement; (iii) Your violation of any third-party rights, including intellectual property rights; or (iv) any Customer Data You process or transmit using the Service. iMagic Pty Ltd agrees to indemnify You against claims that the Service infringes third-party intellectual property rights, subject to prompt notice and cooperation.
Export Restrictions
THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT FROM AUSTRALIA OF THE SERVICE OR INFORMATION ABOUT SUCH SERVICE WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF AUSTRALIA. YOU SHALL NOT EXPORT THE SERVICE OR INFORMATION ABOUT THE SERVICE WITHOUT CONSENT OF iMagic Pty Ltd AND COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.
Term and Termination
This License Agreement commences upon Your acceptance and continues for the initial subscription term specified in Your order form, and thereafter renews automatically for successive [monthly/annual] periods unless either party provides written notice of non-renewal at least [30] days prior to the end of the then-current term. You may terminate this Agreement by providing notice of non-renewal or ceasing payment. iMagic Pty Ltd may terminate this Agreement for any reason, including breach of terms, with [30] days' notice (or immediate for material breach). Upon termination, You must cease accessing the Service, and iMagic Pty Ltd will disable Your account. All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive termination. For a period of [30] days post-termination, You may request export of Your Customer Data.
Changes to this Agreement
iMagic Pty Ltd may modify this License Agreement at any time. We will provide notice of material changes via email or through the Service. Your continued use of the Service after the effective date of any changes constitutes Your acceptance of the modified terms. If You do not agree to the changes, You must terminate Your subscription.
General
This License Agreement shall be construed, interpreted, and governed by the laws of Australia without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this License Agreement shall be an appropriate court sitting in Victoria, Australia. This License Agreement, together with any order form, constitutes the entire Agreement between the parties hereto. Any waiver or modification shall only be effective if in writing and signed by both parties. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder shall be interpreted so as to reasonably effect the intention of the parties. Neither party may assign this Agreement without the other's consent, except iMagic Pty Ltd may assign to affiliates or in connection with a merger or acquisition. Force Majeure: Neither party shall be liable for delays caused by events beyond reasonable control, such as acts of God, war, or pandemics.
Contact Us
For questions about this License Agreement, support, or any other inquiries, please contact iMagic Pty Ltd at https://stickyguest.com/ContactUs.
See also our
Privacy Policy.