Terms of Service

These Terms of Service (“Terms”) cover every user’s and organisation’s (collectively, “Customer”) use and access to the products, services, software, and websites (collectively, “Services”) provided by Pckgr. If you use Pckgr’s Software Services as the employee or affiliate of an organisation, you are accepting these Terms on behalf of that organisation; you represent that you have authority to bind the organisation.

Section 1: Grant of Licence

1.1 Software Subscription

If Customer purchases a Software Subscription, Pckgr will grant the Customer access to its Software in accordance with the purchased plan. Pckgr shall make the platform and agent software available via digital download. However, this licence does not grant Customer the right to sublicence, reverse engineer, or redistribute the Software.

1.2 Trial Licence

If Pckgr provides Customer with Software under a Trial Subscription Licence, then Pckgr grants Customer a non-exclusive, limited, royalty-free, non-transferable licence. Trial Subscription Licence is not for production use. The Trial Subscription Licence automatically terminates on the end date of the pre-determined evaluation period. Pckgr reserves the right to immediately revoke the Trial Subscription Licence upon Notice to Customer.

1.3 Free Tier

Pckgr may offer a free tier allowing use of the Software for a limited number of devices. The free tier is subject to these Terms and may be modified or discontinued at Pckgr’s discretion with reasonable notice.

1.4 Platform and Agent Updates

Pckgr may update the cloud platform at any time to improve functionality, security, and performance. The Pckgr agent installed on Customer devices may automatically receive updates. Customer is responsible for keeping the agent up to date to ensure continued compatibility with the platform.

Section 2: Restrictions

2.1 General Licence Restrictions

Customer may not use, copy, install, or deploy the Software to more devices than the licensed device count under their subscription plan.

2.2 Non-Transferable

Customer shall not transfer, assign or sublicence their licence to any other person or organisation. Any attempted transfer, assignment, sublicence or use shall void their original licence.

Section 3: Ownership and Rights Reserved

3.1 Software Licensed, not Sold

The Software is licensed, not sold. These Terms do not grant the Customer any rights, title, or interest in or to Software, documentation, trademarks, service marks, or trade secrets, or corresponding intellectual property of Pckgr. All rights, title, and interest in and to the Software, documentation, and corresponding intellectual property shall remain the property of Pckgr.

3.2 Ownership

Pckgr reserves all rights not expressly granted in these Terms of Service. All title, rights, and interest in and to content which may be accessed through the Software is the property of the respective owner and may be protected by applicable laws and treaties, including intellectual property laws.

3.3 Open-Source Software

The Software contains third party software using open-source licences that may supersede these Terms to the extent required by that open-source licence. All open-source software is provided “AS IS” without any warranty.

3.4 Customer Ideas

Pckgr shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual licence to implement in the Software any idea, feature requests, recommendation or other feedback provided by the Customer or any third party relating to the operation, features, design, or functionality of the Software.

3.5 Access to the Software

To use the Software, Customer needs access to a web browser. To utilise the agent component, Customer needs Windows Operating System 10 or later. Customer is responsible for ensuring that its devices and software do not disturb or interfere with the operation of the Software. Every update shall be subject to these Terms.

3.6 Software Delivery

Pckgr will grant access to the software by providing a portal which can be accessed with a web browser. The Software will be considered accepted by Customer upon making a payment for the software or upon activation of a free tier account.

Section 4: Confidentiality

4.1 Confidential Information

Both Pckgr and Customer shall keep confidential, and not disclose to any third party any Confidential Information which may be provided in connection with these Terms.

4.2 Compelled Disclosure

Both Pckgr and Customer may disclose Confidential Information pursuant to applicable court order or other legal process if they are compelled by law to do so. The disclosing party must provide the other party with Notice before such mandatory disclosure to the extent legally permitted.

Section 5: Fees, Payments, and Refunds

5.1 Software Subscription Fees

Customer shall pay all charges specified within every invoice. All charges are quoted and payable in the currency specified at the time of purchase. All payment obligations are non-cancellable, except as provided in Section 5.5.

5.2 Invoicing and Payment

Customer is responsible for providing complete and correct billing information. Invoices are due net 30 days unless stated otherwise in the invoice.

5.3 Overdue Payments and Software Suspension

Customer shall pay a late fee equal to an 18% APR for any balance that is over 30 days overdue. Pckgr may, in its sole discretion, suspend the Customer’s access to the Software for any Overdue Invoice without limiting its other rights and remedies. Pckgr shall unsuspend Customer’s access to Software upon full payment of Overdue Invoice.

5.4 Taxes

Pckgr will collect sales tax or GST where applicable.

5.5 Refund

All refund requests must be made within 30 days of purchase. If you are less than satisfied or believe there has been an error in billing, please contact our Customer Service Department by emailing [email protected]. Pckgr will offer Customer a full refund if Customer requests a refund within the 30 day window.

5.6 Requesting Refund

When contacting us, please include all details relating to the Software you have purchased so that we can ensure you are completely satisfied with your experience. Pckgr, at its discretion, will seek to solve the issue, provide a refund, or offer a credit that can be used for future Software.

Section 6: Service Level Agreement

6.1 Purpose

Pckgr will use commercially reasonable efforts to make its application deployment and device management platform available. This Section sets minimum levels of service for the platform.

6.2 Monthly Uptime Targets

Monthly uptime targets are calculated based on calendar months:

• Less than 99.0% but greater than or equal to 95.0% = 10% Service Credit
• Less than 95.0% but greater than or equal to 90.0% = 25% Service Credit
• Less than 90.0% = 50% Service Credit

6.3 Remedy

The Service Credit set forth in this Section is Customer’s sole remedy for performance below the set targets. Customer must submit a claim within the following calendar month where Pckgr failed to meet the uptime target.

6.4 Credit Claim Process

Customer must submit a claim to Pckgr within one calendar month of the failure to meet a monthly uptime target. Customer’s claim must: (1) state that it is an “SLA Credit Request,” (2) identify the billing cycle where Pckgr failed to meet its monthly uptime target, and (3) provide evidence that Pckgr failed to meet the monthly uptime target.

6.5 Customer Credits

Pckgr shall issue any Service Credit within 60 days of Customer’s submission. Service Credits cannot be turned into cash back; Service Credits can only be used for future services with Pckgr.

6.6 Exclusions

Pckgr shall not issue Service Credits for any unavailability, suspension, or termination of its Service due to: (1) factors outside Pckgr’s reasonable control, (2) actions or inactions of Customer, or (3) Customer’s equipment or software malfunction.

Section 7: Limitation of Liability and Indemnification

7.1 Limitation of Liability

In no event will Pckgr be held liable to Customer or any third party for any special, incidental, indirect, punitive or exemplary or consequential damages, or damages for loss of business, loss of profits, business interruption, or loss of business information arising out of the use or inability to use the program or for any claim by any other party even if Pckgr has been advised of the possibility of such damages. Pckgr’s entire liability with respect to its obligations under these Terms or otherwise with respect to the Software shall not exceed the amount paid by the Customer to Pckgr.

7.2 Indemnification

Customer and Pckgr agree to indemnify, defend, and hold harmless the other party, its officers, directors, employees, agents, and third parties, for any losses, costs, liabilities, and expenses (including reasonable attorney’s fees) relating to or arising out of Customer’s inability to use the Software, the other party’s violation of these Terms or the rights of a third party, or the other party’s violation of any applicable laws, rules, or regulations.

Section 8: Termination

8.1 Mutual Termination

These Terms are effective until terminated by either party. Either party may terminate these terms at any time by providing Notice to the other party.

8.2 Customer’s Obligation Upon Termination

Upon termination, Customer shall destroy all copies of Software and obtained packages and give Notice to Pckgr certifying that all copies have been destroyed.

8.3 Pckgr Termination

Pckgr may terminate these Terms for any reason, including but not limited to Customer’s breach of these Terms.

8.4 Payment after Termination

Termination of these Terms for any reason shall not affect any payment obligations due under these Terms.

8.5 Surviving Provisions

All provisions relating to confidentiality, proprietary rights, non-disclosure, and limitation of liability shall survive any termination of these Terms.

Section 9: General

9.1 Warranty Disclaimer

Pckgr represents that the Software will operate as it is advertised. Pckgr does not represent that its Software is or warrant that future versions of its Software will be error-free. The Software is provided “AS IS” without warranty of any kind, including the warranties of merchantability and fitness for a particular purpose and without warranty as to the performance or results you may obtain by using the Software.

Customers are responsible for determining the appropriate use of the Software and assume all of the risks associated with the use of it, including but not limited to the risks of program errors, damage to or loss of data, programs or equipment, and unavailability or interruption of operations.

9.2 Changes to Terms

Pckgr reserves the right to change these Terms. The most current version of these Terms will supersede all previous versions. Pckgr encourages you to periodically review the Terms to stay informed of our updates.

9.3 Governing Law

These Terms will be construed and enforced in accordance with, and governed by, the laws of the State of Victoria, Australia without giving effect to principles of conflicts of law.

9.4 Customer Identification

Customer permits Pckgr to use Customer’s logo(s) for the purpose of customer identification in sales presentations and/or marketing materials. However, Customer may revoke this permission by giving Notice to Pckgr.

9.5 Contact Us

Pckgr welcomes your questions or comments regarding these Terms:

Email: [email protected]

Section 10: Definitions

Confidential Information

Any non-public information disclosed by one party to the other, either directly or indirectly (including, without limitation, pricing, trade secrets, product roadmaps, services, customers, Software, inventions, engineering, hardware information, marketing or financial information), which is designated as “Confidential,” “Proprietary” or an alike designation, or should reasonably be understood to be confidential or proprietary information given the nature of the information and the circumstances of disclosure.

Customer

Every person and company that purchases a Software Subscription, is granted a Trial Licence, uses any of Pckgr’s Software, or agrees to these Terms.

Devices

Every device owned or under governance by Customer that can be affected by Pckgr’s Software.

Notice

Formal, written notice, can be provided via email to [email protected]. Pckgr may provide formal written notice to Customer at the address or email address provided on the Customer’s invoices.

Overdue Invoice

Any payment that is more than 30 days overdue.

Service Credit

A dollar credit, calculated as set forth above, that Pckgr may credit back to an eligible Customer account.

Software

Any software and all cloud-based services provided by Pckgr.

Software Subscription

Any software and all cloud-based services provided by Pckgr on a subscription licensing model, allowing the Customer to pay a per-device fee. The Customer will pay the initial subscription fee upfront and is entitled to use the Software during the subscription term.

Taxes

All taxes, levies, duties or similar governmental assessments in any type, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction.

Trial Subscription Licence

A licence provided to Customer for evaluation prior to purchase or implementation.