Inclusive Leadership Assessment End User Licence Agreement

Inclusive Leadership Assessment (ILA) is a solution that allows an organisation to undertake a 360-degree assessment of its leaders and their level of inclusivity. (Solution).

By accessing or using ILA and the content and materials (including Third Party Material) contained therein (Solution Content), you agree to the following terms of this end user licence agreement (EULA). Please read these terms and conditions carefully before using the Solution.

  1. This EULA shall commence on the date on which you first access or use the Solution and shall continue for a twelve-month period (Licence Period).
  2. The term “you” refers to the user of the Solution or those users who you authorise to make use of the Solution (Authorised Users). You may not grant anyone, including your Related Bodies Corporate (as defined in the Corporations Act 2001 (Cth)) access to the Solution or the Solution Content, other than those Authorised Users for whom you have purchased a licence. You are responsible for adding or removing Authorised Users to or from your account and for ensuring that you take appropriate security measures to protect access to the Solution, including by protecting and administering access to username and password details as well as only allowing access by authorised users. You are also responsible for updating any user information.
  3. You are granted a non-transferable, limited, non-exclusive, revocable, royalty-free licence during the Licence Period to access and use the Solution and the Solution Content. You may only use the Solution and Solution Content for your internal business purposes and must not: (i) transfer, distribute, rebrand, market, relicense, sublicense, rent, lease, assign, re-package, sell, adapt, translate, enhance, copy, modify, decompile, disassemble, reverse engineer or translate of the whole or any part of the Solution or the Solution Content; (ii) merge the Solution into any other platform or solution or port any Solution Content to any other platform or solution; (iii) create derivative works based on the Solution; (iv) duplicate, sell or reproduce any of the Solution Content, or any portion thereof, except as permitted in the applicable licence grant set forth above; and/or (v) use the Solution or the Solution Content to develop, license, sublicense or otherwise make available any product or service that mimics, duplicates or competes with the features and/or functionality of the Solution or that uses Third Party Material. In this context Third Party Material means information, content, and other materials which are incorporated within the Solution but are owned by third party suppliers as may be specified from time to time (each a Third Party Supplier). The Third Party Material is sublicensed to you pursuant to this EULA (and any licensing terms associated with the Third Party Material that we will provide to you upon request) and where the context requires, includes copies of the Third Party Material and any modifications or updates to the Third Party Material.
  4. You must ensure that at all times the Third Party Material contains any copyright notices or disclaimers that were affixed to the Third Party Material by us or by the Third Party Supplier. You acknowledge that: (i) we do not warrant the accuracy of the Third Party Material; (ii) as a condition of the supply by us of Third Party Material to you, the Third Party Supplier disclaims all warranties that they are permitted by law to disclaim in relation to the Third Party Material supplied by them and makes no representations as to the state, quality, condition, accuracy or completeness of the Third Party Material and that they are not under any liability to you for any loss or damage (including consequential loss or damage suffered by any person arising from your use of the Third Party Materials); (iii) you will advise us if you discover any errors in the Third Party Materials; and (iv) you are a sub-licensee of the Third Party Supplier. You must comply with any reasonable direction given by us or the Third Party Supplier relating to your use of the Third Party Material including, where applicable, complying with any future legislation and/or government policy which imposes binding restrictions or limitations relating to the supply of Third party Material; (v) You are responsible for your and your Authorised Users’ compliance with the terms of any Third Party Supplier terms relating to your use of the Third Party Materials; and (vi) the Third Party Supplier is, to the extent permitted by the law of any relevant jurisdiction, an intended third-party beneficiary of, and entitled to enforce, this EULA in its own right.
  5. We will charge you the amount set out on the Solutions by Deloitte website, or an amount otherwise agreed in writing with us (Licence Fee). In consideration for the Licence Fee, we shall provide support to you in the operation of the Solution via telephone or email during normal business hours (9am – 5pm in Victoria) excluding weekends and Victoria public holidays.
  6. You acknowledge and agree that neither the Solution nor the Solution Content constitute professional, accounting, tax, or legal advice of any kind and do not consider your specific objectives, situation, or needs. You further acknowledge and agree that you are responsible for any decisions that you make as a result of your use of the Solution or the Solution Content. To the extent permitted at law, Deloitte accepts no duty of care or liability to anyone regarding the Solution or the Solution Content.
  7. Any rights not expressly granted in this EULA are reserved by Deloitte and all implied licences are disclaimed.
  8. You confirm that you have, or have made necessary arrangements to have, in place suitable hardware, software and access to the internet to enable you to use the Solution. You agree not to upload, post, email or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Solution or the Solution itself. You agree not to interfere with the servers or networks underlying or connected to the Solution or to violate any of the procedures, policies or regulations of networks connected to the Solution. You many not access the Solution in an unauthorised manner.
  9. Each of us agrees to protect and keep confidential any Confidential Information that is given to us by the other. You acknowledge that we may provide certain Confidential Information to our third party service providers. However, we will remain primarily liable for any use or disclosure of such Confidential Information by those third parties. Confidential Information means any information or material that is proprietary to or would be reasonably understood to be proprietary to either party and is disclosed to the other party further to us providing you with the right to access and use the Solution in accordance with this EULA. For the avoidance of doubt, the Solution is considered Confidential Information of ours.
  10. Upon use, your Authorised Users will be presented with a Privacy Statement that outlines how Deloitte will use any Personal Information (as that term is defined in the Privacy Act 1988 (Cth)) submitted to the Solution by those Authorised Users, which Authorised Users must accept in order to use the Solution. You further acknowledge and agree that if Authorised Users do not provide such Personal Information that we may not be able to provide the Solution to you. Furthermore, each of us also acknowledges that the terms of the Deloitte Privacy Policy will apply to your use of the Solution. The Deloitte Privacy Policy can be accessed here: You further acknowledge that, to the extent of any inconsistency between this EULA and the Deloitte Privacy Policy, the terms of this EULA will prevail.
  11. You are responsible for complying with all applicable laws in relation to your use of, or access to, the Solution and the Solution Content. You agree not to impersonate any other person while using the Solution, conduct yourself in an offensive manner while using the Solution, or use the Solution or Solution Content for any illegal, immoral or harmful purpose.
  12. By breaching the provisions of this EULA, you may commit a criminal offence under applicable laws. We may report any such breach to the relevant law enforcement authorities and we may cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Solution will cease immediately.
  13. All materials (including logos, company names, trademarks, images, software and content whether downloaded or not) (Materials) contained in the Solution are owned by Deloitte (or our affiliates and/or third party licensors, where applicable), unless indicated otherwise. You agree and acknowledge that the Materials are valuable property and that, other than any licence granted to you in this EULA, you shall not acquire any ownership rights in, or to, such Materials. The Materials may not be used except as provided for in this EULA and in any other agreement you execute with Deloitte or one of our authorised third party distributors of the Solution.
  14. THE SOLUTION and Solution Content IS PROVIDED TO YOU ON AN ‘AS IS’ BASIS AND TO the extent permitted BY APPLICABLE law, all terms, conditions, warranties, undertakings, inducements or representations on any basis (including negligence) whether express, implied, statutory or otherwise relating in any way to the Solution and Solution Content are excluded BY DELOITTE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OF RESPONSES. without limiting the foregoing, any liability under any condition, warranty or representation that by law cannot be excluded is, where permitted by law, at our option, to repair or replace the Solution or Solution Content. to the extent permitted by law, all our liability is excluded in respect of any indirect or consequential loss incurred by you, in relation to the Solution and Solution Content and in any event for any loss of income or lost or corrupted data.
  15. You indemnify, defend and hold Deloitte, the Third Party Supplier, their successors and permitted assigns (those indemnified) harmless of and from any damage, loss, cost or expense or any other liability of every nature, kind and description whatsoever (including, without limitation, consequential loss and reasonable attorneys’ fees and expenses) incurred or suffered by those indemnified, by reason of or resulting from or arising out of any claims arising from yours, or your Authorised Users’, use of the Solution and Solution Content, including any third party claims that arises as a result of a third party alleging infringement of the Intellectual Property Rights which arise from the use of the Third Party Materials in a manner, or for a purpose, not reasonably contemplated or not authorised by us or the relevant Third Party Supplier.
  16. If Deloitte believes, in its sole discretion, that the Solution, the Solution Content, or any part thereof, has become the subject of a claim of infringement, Deloitte, at its option and expense, may: (i) procure the right for you to continue to use the Solution or Solution Content; (ii) replace or modify the Solution or Solution Content so as to make it non-infringing; or (iii) discontinue the licence granted herein. The foregoing states the entire liability of Deloitte with respect to infringement of any copyrights, patent, licence or other property right by the Solution, Solution Content, or any parts thereof.
  17. Either of us may terminate this EULA at any time by giving the other 30 days’ prior written notice, or immediately if the other commits any material breach of this EULA or the Deloitte Privacy Policy that is either incapable of being remedied or is not remedied within 5 days of receipt of a notice requiring the breach to be remedied. We may terminate this EULA immediately if we identify circumstances that could cause us to have a conflict of interest.
  18. Your right to use the Solution and Solution Content shall terminate if: (a) the Licence Period expires; or (b) this EULA terminates for any reason. Upon expiration or termination of this EULA, you must, and must ensure that your Authorised Users, immediately discontinue all use of the Solution in whole or in part, and destroy any copies of any content and materials (including data sets and Third Party Material) obtained via the Solution.
  19. This EULA and the Deloitte Privacy Policy may be amended from time to time and by continuing to use the Solution and Solution Content, you agree to comply with those terms, as they are amended from time to time.
  20. This EULA and your use of the Solution and the Solution Content is governed by the laws of New South Wales, Australia.
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