Free Trial Service Agreement

Updated 20/11/2019

Thank you for choosing the Free Trial. Your use of the Free Trial is governed by the terms and conditions of Hyper Anna Free Trial Service Agreement. By accepting this agreement or using the free trial, you agree to all of these terms, if you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case, the terms “You” or “Your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use the Free Trial Service.

1 Term of Free Trial

Term means the duration of your Free Trial, which is 30 days. At the end of the Trial period,
you will no longer have access to the service unless you sign up for a paid subscription with
Hyper Anna.

Hyper Anna may terminate the Trial or extend the term at any time at its absolute discretion.

2 Suspension/Termination

You may discontinue your use of the service at any time during its Term. We may terminate
your password, account, and access to or use of the service at any time for any reason. You
acknowledge and agree that Hyper Anna has no obligation to retain your content and
applications, and that your content and applications will be irretrievably deleted, following the termination of the services.

3 Services

3.1 SaaS Solution

(a) Hyper Anna will, during the Term, provide the SaaS Solution to you on the terms of this
(b) Hyper Anna does not create data, edit or delete data. Hyper Anna does not compute
directly on your databases or data sources. Any computation is handled within the Hyper
Anna’s system itself.
(c) Hyper Anna reserves the right to make changes or updates to the services and Trial at any time without notice.

3.2 Support Services
As part of the Support Services, Hyper Anna will provide you with support associated with the accessing and using the SaaS Solution as may be reasonably appropriate in view of the issues for which the support is required.

4 Your obligations

(a) You must not:
(i) allow any person to access or use the SaaS Solution or Documentation, other than the
Authorised Users;
(ii) except as permitted under this agreement or any Law, copy, modify, alter, rent, lease,
reverse engineer, tamper with, decompile or disassemble the SaaS Solution or the
(iii) use or permit the use of the SaaS Solution to provide any form of bureau service or for
similar activities;
(iv) access all or any part of the Services in order to build or provide any similar or
competitive goods or services to third parties.

(b) You must:
(i) provide Hyper Anna with all co-operation, information and all necessary access as
may be reasonably required by Hyper Anna in order to provide the Services;
(ii) ensure that in using the Services, all Authorised Users comply with all applicable
Laws and the terms of this agreement;
(iii) ensure that all Authorised Users comply with the terms of this agreement and you will
be liable for the acts or omissions of any Authorised Users as if they were its own acts or

(c) Hyper Anna may suspend access to the SaaS Solution where it reasonable believes that
there has been any unauthorised use of the SaaS Solution. Where Hyper Anna does so, it will
notify you within a reasonable period of time of the suspension occurring and the parties will
work together to resolve the matter. Nothing in this clause 4(c) limits any other rights or remedies that Hyper Anna may have in such circumstances.

6 Feedback & Aggregated Data

If reasonably requested by us, you agree to provide feedback to us regarding the Free Trial
Service, and we may use such feedback as set forth in section 9 of this Agreement. We may
use the data generated in connection with your use of the Free Trial Service, however, in the
event we provide such data to third parties, it shall be anonymized and presented in the
aggregate so that it cannot be linked specifically to you or any User. Notwithstanding anything that you may note or state in connection with providing Feedback, all Feedback provided by you shall not be considered confidential information and shall be received and treated by Hyper Anna on a non-confidential and unrestricted basis. You agree that Hyper Anna retains all ownership and intellectual property rights (including all derivatives or improvements thereof) in and to any Feedback provided by you or any other party, and acknowledge that Hyper Anna may use the Feedback for any purpose, including but not limited to incorporation or implementation of such Feedback into Hyper Anna product or service, and to display, market, sublicense and distribute such Feedback as incorporated or embedded in any product or service distributed or offered by Hyper Anna.

7 Confidentiality

Information that is disclosed by one party (the "Disclosing Party") to the other party (the
"Receiving Party") in connection with this Agreement that is identified as confidential or that
would reasonably be understood to be confidential based on the nature of the information or the circumstances surrounding its disclosure, is Confidential Information of the Disclosing Party.

Each party agrees at all times to use all reasonable efforts, but in any case, no less than the
efforts that each party uses in the protection of its own Confidential Information of like value, to protect Confidential Information belonging to the other party against unauthorised use or
disclosure. Each party agrees to restrict access to the other party’s Confidential Information only to those employees or Subcontractors who: (i) require access in the course of their assigned duties and responsibilities; and (ii) have agreed in writing to be bound by provisions no less restrictive than those set forth in this Section.

8 Privacy

8.1 Each party must comply with the Privacy Act 1988 (Cth) (Privacy Act) in the collection, use, storage and handling of any Personal Information obtained from the other party in connection with the Services.

8.2 Without limiting clause 8.1, in relation to any Personal Information you provide to Hyper
Anna in connection with its use of the Services, Hyper Anna will (i) only use such Personal
Information to the extent necessary to perform its obligations in accordance with this agreement;
(ii) not disclose any such Personal Information to any person (other than its Personnel) without your prior written consent or as required by Law.

8.3 In using the Services, you must ensure that you are permitted to provide Hyper Anna with any Personal Information that you provide to Hyper Anna, and that you have made any
disclosures or obtained any consents necessary under the Privacy Act.

9 Intellectual Property

9.1 SaaS Solution and Documentation
(a) Hyper Anna grants to you a non-exclusive, non-transferable, non-sublicensable right to:
(i) access and use, and to allow the Subscribed Number of Authorised Users to access
and use, the SaaS Solution and the Documentation during the Term, solely in respect of
the Subscribed Number of Datasets and for your own business purposes (including for
the purposes of providing services to your clients), in accordance with this agreement;

(ii) make such copies of the Documentation as you reasonably require in order to make
full use of the SaaS Solution and for backup, testing, security and archival purposes.

(b) You acknowledge that this agreement does not transfer to you any Intellectual
Property Rights in the SaaS Solution, the Documentation or any other Services.

9.2 Your Data
(a) If you provide Hyper Anna with any Data, you grant Hyper Anna a non-exclusive licence for the Term to use, host and store your Data solely for the purpose of the providing the Services in accordance with this agreement, and Hyper Anna may sublicense these rights to Hyper Anna’s subcontractors subject to the provisions of this agreement.
(b) Hyper Anna acknowledges that this agreement does not transfer to it any Intellectual
Property Rights in your Data.
(c) Notwithstanding any other term of this agreement. Hyper Anna may collect, analyse, use and disclose to its service providers, anonymous data and information relating to the provision, use and performance of the Services supplied under this agreement for the purpose of assisting Hyper Anna to assess and improve the Services and develop other service offerings. Any such disclosure will exclude any of your Confidential Information and your Data, details of your identity or any Authorised User’s identity.

10 Liability

10.1 Disclaimer
(a) In no event shall Hyper Anna have any liability hereunder to you or any third party for any
damage whatsoever, including but not limited to direct, indirect, special, incidental, punitive,
consequential or exemplary damages, or damages based on business interruption, loss of
profits, goodwill, use, data or other intangible losses, however caused and, whether in contract, tort or under any other theory of liability, whether or not you have been advised of the possibility of such damages.
(b) You acknowledge that you assume sole responsibility and Liability for any results obtained from the use of the Services of Documentation by you or your Authorised Users, and for any conclusions or decisions made by you or your Authorised Users using such results. Hyper Anna cannot be held liable for any misinterpretation of information by the users.

10.2 No Warranty
The Free Trial Service is provided “as-is” and “as available” basis, exclusive of any warranty
whatsoever. We disclaim all express or implied warranties, guarantees, and conditions with
regard to (A) the services, including but not limited to software, hardware, systems, networks or environments and (B) merchantability, satisfactory quality, non-infringement, and fitness for a particular purpose.

Any production use of the Free Trial service is at your sole risk. You acknowledge that we may discontinue making the Free Trial Service available to you at any time in our sole discretion, and may never make the Free Trial Service generally available.

11 Force Majeure Events

Neither party shall be responsible for events outside the reasonable control of the obligated
party. Both parties will use reasonable efforts to mitigate the effect of a force majeure event.

12 General

12.1 Entire agreement
This agreement is the entire agreement between the parties about its subject matter and
replaces all previous agreements, understandings, representations and warranties about that
subject matter.

12.2 Variation
Except as otherwise set out in this agreement, no variation of this agreement is effective unless made in writing and signed by each party.

12.3 Relationship of the parties
Nothing in this agreement is intended to constitute a fiduciary relationship or an agency,
partnership or trust, and neither party has authority to bind the other party.

12.4 Survival
Clauses 4(b)(iii), 7, 8, 9.1(b), 9.2(b), 9.2(c), 10 survive termination or expiry of this agreement, together with any other term which by its nature is intended to do so.

12.5 Severability
Any term of this agreement which is wholly or partially void or unenforceable is severed to
the extent that it is void or unenforceable. The validity or enforceability of the remainder of
this agreement is not affected.

12.6 Waiver
The failure of a party to exercise or delay in exercising a right or power does not operate as a
waiver of that right or power and does not preclude the future exercise of that right or power. A waiver is not effective unless it is in writing.

12.7 Cumulative rights
Except as expressly provided in this agreement, the rights of a party under this agreement
are in addition to and do not exclude or limit any other rights or remedies provided by Law.

12.8 Assignment
Neither party may assign or novate this agreement or otherwise deal with the benefit of it or a right under it, or purport to do so, without the prior written consent of the other party which consent may not be unreasonably withheld.

12.9 Governing law
This agreement is governed by the laws of New South Wales, Australia. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

13 Agreement Definitions

“Authorised User” means an individual who is one of your Personnel and who is authorised by you to access and use the SaaS Solution and the Documentation.

“Your Data” means:
(a) any data provided by you or your Authorised Users that is entered into, stored in, or
processed by the SaaS Solution; and
(b) any data that is based on or derived from the data described in paragraph (a) and provided to you via the SaaS Solution.

“Documentation” means any documentation provided by Hyper Anna to you under this
agreement in connection with the Services.
“We”, “Us”, “Our” or “Hyper Anna” means Hyper Anna Pty Ltd.
“You” or “Your” means the company or other legal entity for which you’re accepting this
Agreement, and affiliates of that company or entity.

Have a question about our Terms? Get in touch