SaaS End-User Terms of Use

hey ema — SaaS End User Terms of Use

1. About these Terms and who they bind

1.1 Who we are. Hey ema is a software-as-a-service product operated by By Loci Pty Ltd ACN 635 780 451 of 101 Camberwell Road, Hawthorn East VIC 3123, Australia (trading as Hey ema) (Hey ema, we, us or our).

1.2 Who you are. You are an End User — an individual or organisation (for example an attendee, registrant, delegate, speaker, exhibitor, or other stakeholder) who has been given access to the hosted Hey ema product by an organisation that subscribes to Hey ema (the Customer). In these Terms, you and your refer to you as the End User, and where you use Hey ema on behalf of an organisation, to that organisation as well.

1.3 What these Terms cover. These SaaS End User Terms of Use (Terms) govern your own use of the hosted Hey ema product and any features, content, and outputs made available to you through it (together, the Service). These Terms form a direct, binding agreement between you and Hey ema.

1.4 What these Terms do not cover. These Terms do not govern:

(a) the agreement between the Customer and Hey ema (that is the Master Subscription Agreement (H1) (MSA) between Hey ema and the Customer); or
(b) the relationship, event, service, product, or arrangement that the Customer provides to you (for example the conference, event, programme, or service for which the Customer is using Hey ema). That relationship is between you and the Customer, and Hey ema is not a party to it.

1.5 Relationship between these Terms and any installable software. If you also install or download a Hey ema software component (for example a mobile app or browser extension), the End User Licence Agreement (H9) (EULA) also applies to that installable component. These Terms govern your use of the hosted Service; the EULA governs your use of any installable Licensed Component. Where both apply, they are intended to operate together; if they genuinely conflict on the same subject matter, these Terms prevail for the hosted Service and the EULA prevails for the installable component.

2. Acceptance (click-through)

2.1 How you accept. By clicking "I agree" (or a similar button), by creating or logging into an account, or by otherwise accessing or using the Service, you agree to be bound by these Terms and by the Hey ema Privacy Policy (H2). If you do not agree, you must not access or use the Service.

2.2 Authority. If you are using the Service on behalf of an organisation, you confirm that you have authority to bind that organisation to these Terms, and "you" includes that organisation.

2.3 Record of acceptance. We may keep a record of your acceptance (including the date, the version of these Terms accepted, and an identifier for you where available). The current version of these Terms will be available to you through the Service or via a clearly labelled link.

3. Your relationship with the Customer

3.1 The Customer controls your access. The Customer decides whether to give you access to the Service, what you can do with it, what data is loaded into it, and for how long you may use it. The Customer may suspend or remove your access at any time through its own controls. Hey ema is not responsible for the Customer's decisions about your access.

3.2 The Customer's own service to you. Hey ema provides the Service to the Customer; the Customer is responsible for the event, programme, product, or service it provides to you using Hey ema, and for its own dealings with you. Hey ema is not responsible for the Customer's acts or omissions, for the accuracy of information the Customer provides to you, or for the Customer's own terms, communications, or conduct.

3.3 Direct use, direct terms. Even though the Customer gives you access, these Terms govern your own use of the Service directly and create a direct contract between you and Hey ema. This means, among other things, that the disclaimers in clause 9 and the limitation of liability in clause 10 apply directly between you and Hey ema.

3.4 If there is a conflict. If something the Customer tells you about your use of the Service conflicts with these Terms, these Terms govern the relationship between you and Hey ema (but the Customer may still impose additional or stricter rules on you as part of its own service, which you must also follow).

4. Eligibility and age

4.1 Capacity. You may use the Service only if you can form a legally binding contract with Hey ema and are not barred from doing so under any Applicable Law.

4.2 Minimum age. You must be at least 18 years old to use the Service. The Service is a business tool and is not intended for, or directed to, anyone under 18. If a Customer wishes to make the Service (or its outputs) available to people under 18, it must arrange that separately with Hey ema and is responsible for obtaining all required parental/guardian consents and complying with Applicable Law.

4.3 Customer-imposed eligibility. The Customer may impose additional eligibility requirements for its event or programme. Meeting our eligibility requirements does not mean you meet the Customer's.

5. Accounts and security

5.1 Your credentials. You may need an account or login credentials to use the Service. You must provide accurate information and keep it up to date.

5.2 Keep your account secure. You are responsible for keeping your credentials confidential and for activity that occurs under your account, except to the extent caused by Hey ema's breach of these Terms or our failure to maintain appropriate security. You must not share your credentials or let anyone else use your account.

5.3 Tell us about problems. You must notify the Customer and, where you can, Hey ema promptly if you suspect any unauthorised use of your account or any other security problem.

6. Acceptable use

6.1 Follow the Acceptable Use Policy and API Terms. You must use the Service in accordance with the Hey ema Acceptable Use Policy (H5) (AUP) and the Hey ema API Terms of Use (H15) (API Terms), which are incorporated into these Terms by reference. If there is any conflict between these Terms and the AUP or API Terms about acceptable or programmatic use, the AUP or API Terms (as applicable) govern.

6.2 In particular, you must not:

(a) break any Applicable Law when using the Service;
(b) interfere with, disrupt, or place an unreasonable load on the Service or its underlying systems or networks;
(c) attempt to gain unauthorised access to the Service, other End Users' accounts or data, or any related systems;
(d) probe, scan, or test the vulnerability of the Service, or circumvent any security, authentication, rate-limit, or access control;
(e) reverse engineer, decompile, or disassemble any part of the Service, except to the extent this restriction is prohibited by Applicable Law;
(f) upload or transmit malicious code, or content that is unlawful, infringing, defamatory, harassing, or that you do not have the right to submit;
(g) use the Service to send unsolicited bulk or marketing messages;
(h) use the Service, or its outputs, to build a competing product or to train artificial intelligence or machine-learning models, except where expressly permitted in writing by Hey ema; or
(i) remove or alter any proprietary notices on the Service or its outputs.

6.3 Your responsibility. You are responsible for everything you do on the Service and for anyone you allow to use your access.

7. Your content

7.1 What "your content" means. End User Content means any content, data, files, text, images, or other materials that you submit to or create through the Service.

7.2 You keep ownership. As between you and Hey ema, you (and your licensors) own all IP Rights in your End User Content. These Terms do not transfer ownership of your End User Content to Hey ema.

7.3 Licence you give us. You grant Hey ema a non-exclusive, royalty-free, worldwide licence to host, store, copy, transmit, display, and process your End User Content only as needed to:

(a) provide, maintain, secure, and support the Service for you and the Customer;
(b) act on the Customer's lawful instructions (the Customer controls the data in its instance of the Service); and
(c) comply with Applicable Law. Any use of End User Content that contains Personal Information is also governed by clause 8 (Privacy) and the DPA.

7.4 You are responsible for your content. You confirm that you have all rights necessary to submit your End User Content and that it does not breach these Terms, the AUP, or any third party's rights. We may remove or disable access to End User Content that we reasonably believe breaches these Terms or the AUP, or that we are required to remove by law or by the Customer's instructions.

7.5 The Customer can access your content. Because the Customer controls its instance of the Service, the Customer may be able to access, export, change, or delete End User Content associated with its instance, including content you submit. Your dealings with the Customer about that content are between you and the Customer.

8. Privacy

8.1 Privacy Policy. Hey ema handles Personal Information in accordance with the Hey ema Privacy Policy (H2), which explains what we collect, how we use it, and your rights. Please read it.

8.2 Hey ema acts as processor for the Customer. For most Personal Information about you that is handled through the Service, the Customer is the controller and decides why and how that data is processed; Hey ema acts as the Customer's processor and processes that data on the Customer's behalf under the Data Processing Agreement (DPA) in the MSA. This means that, for many privacy requests (for example access, correction, or deletion of data the Customer has loaded into the Service), you should contact the Customer in the first instance, and Hey ema will support the Customer in responding.

8.3 Hey ema acts as controller for telemetry. Hey ema is the controller for limited operational data it collects in its own right — for example service telemetry, device and usage information, error and performance data, and security and abuse-prevention data — which Hey ema uses to provide, secure, and improve the Service. The Privacy Policy explains this telemetry and the choices available to you.

8.4 AI processing. Where the Service uses artificial intelligence, that processing is governed by the Privacy Policy and, as between Hey ema and the Customer, by the AI / Data Use Addendum (H4). AI-generated outputs may be inaccurate or incomplete (see clause 9.3).

9. Disclaimers

9.1 Consumer rights come first. Clause 9 and clause 10 are subject to clause 11 (Your mandatory consumer rights). Nothing in these Terms limits any right or guarantee you have that cannot lawfully be excluded.

9.2 "As is". Except as expressly stated in these Terms and to the maximum extent permitted by Applicable Law:

(a) the Service is provided "as is" and "as available";
(b) we do not warrant that the Service will be uninterrupted, error-free, or completely secure;
(c) we do not warrant that the Service will meet your particular requirements; and
(d) all other warranties, conditions, representations, and guarantees are excluded.

9.3 AI outputs. Where the Service produces AI-generated content, summaries, or suggestions, those outputs may be inaccurate, incomplete, or unsuitable for your purpose. You should not rely on them as professional, legal, financial, medical, or other expert advice, and you are responsible for independently checking outputs before relying on them.

9.4 The Customer's service. We do not warrant or take responsibility for the Customer's event, programme, product, or service, or for any information the Customer makes available to you through the Service.

10. Limitation of liability

10.1 Consumer rights come first. This clause 10 is subject to clause 11. Nothing in this clause excludes or limits any liability that cannot lawfully be excluded or limited.

10.2 Excluded loss. To the maximum extent permitted by Applicable Law, Hey ema is not liable to you for:

(a) loss of profits, revenue, business, goodwill, opportunity, or anticipated savings;
(b) loss or corruption of data or content;
(c) loss arising out of business interruption; or
(d) any indirect, consequential, special, or punitive loss, even if we have been advised of the possibility of that loss.

10.3 Cap on liability. Subject to clauses 10.4 and 11, Hey ema's total aggregate liability to you arising out of or in connection with these Terms or your use of the Service, whether in contract, tort (including negligence), under statute, or otherwise, is capped at the greater of:

(a) the total amount (if any) you have paid Hey ema directly for your use of the Service in the 12 months before the event giving rise to the claim; or
(b) AUD 100. You acknowledge that, in most cases, you access the Service free of charge through the Customer, and that this cap reflects the limited, indirect nature of your relationship with Hey ema.

10.4 Carve-outs. The exclusion in clause 10.2 and the cap in clause 10.3 do not apply to:

(a) liability for fraud, fraudulent misrepresentation, or wilful misconduct;
(b) liability for death or personal injury caused by Hey ema's negligence; or
(c) any liability that cannot lawfully be excluded or limited (including under clause 11).

10.5 Hey ema may enforce these limits directly against you. You agree that the disclaimers in clause 9 and the limitations in this clause 10 are enforceable by Hey ema directly against you as the End User, and that Hey ema may rely on them in any claim you bring against Hey ema. These limits are a fundamental basis on which Hey ema makes the Service available to you.

10.6 Mitigation. You must take reasonable steps to mitigate any loss.

11. Your mandatory consumer rights (multi-jurisdiction)

11.1 Nothing here removes non-excludable rights. Nothing in these Terms excludes, restricts, or modifies any right, guarantee, warranty, or remedy that you have under any Applicable Law and that cannot lawfully be excluded, restricted, or modified. Where a term of these Terms is inconsistent with such a right, that term applies only to the extent it does not contravene that right, and is otherwise read down or severed.

11.2 Australia. If you are a consumer under the Australian Consumer Law (ACL), you have guarantees that cannot be excluded. To the extent Hey ema is permitted under the ACL to limit its liability for failure to comply with a consumer guarantee in connection with services not ordinarily acquired for personal, domestic, or household use, Hey ema's liability is limited, at Hey ema's election, to re-supplying the services or paying the cost of having them re-supplied.

11.3 European Union and United Kingdom. If you are a consumer in the EU or the UK, you keep all mandatory statutory rights, including under applicable consumer-protection and product-conformity laws, and nothing in these Terms deprives you of the protection of mandatory provisions of the law of your country of habitual residence.

11.4 United States. If you are a consumer in the United States, some states do not allow the exclusion or limitation of certain warranties or of incidental or consequential damages, so some of the exclusions and limitations in clauses 9 and 10 may not apply to you, and nothing in these Terms limits any non-waivable rights you have under applicable state or federal law.

11.5 Other jurisdictions. If you are a consumer anywhere else, you keep the benefit of any mandatory consumer-protection rights under the law of your country of habitual residence that cannot lawfully be excluded, and these Terms apply subject to those rights.

11.6 No effect on the cap where lawful. Where the law allows Hey ema to limit liability, the cap and exclusions in clauses 9 and 10 still apply to the fullest extent permitted.

12. Suspension and termination

12.1 Suspension by Hey ema. Hey ema may suspend or restrict your access to the Service (in whole or in part) immediately if it reasonably believes that:

(a) you are using the Service in breach of these Terms or the AUP;
(b) your use creates a security, legal, or operational risk to the Service, to Hey ema, or to others; or
(c) suspension is required to comply with Applicable Law or a regulatory or court order, or to investigate a security incident or perform emergency maintenance. We will limit any suspension to what is reasonably necessary and will restore access promptly once the cause is resolved, where we can.

12.2 Customer-driven changes. Your access depends on the Customer's subscription. If the Customer's subscription ends, or the Customer removes or suspends your access, your right to use the Service ends or is suspended accordingly, and Hey ema is not responsible for that.

12.3 Termination by you. You may stop using the Service at any time. Where you can, you may close your account through the Service or by asking the Customer.

12.4 Effect of termination. When your right to use the Service ends:

(a) you must stop using the Service;
(b) handling of End User Content is governed by clause 7, the Privacy Policy, the DPA, and the Customer's instructions; and
(c) any clauses that by their nature should survive (including clauses 7, 8, 9, 10, 11, 12.4, 13, 14, and 15) survive.

13. Changes to these Terms

13.1 We may update these Terms. We may change these Terms from time to time, for example to reflect changes to the Service or to legal requirements. The current version will be available through the Service or on Hey ema's website.

13.2 Notice of material changes. We will give reasonable advance notice of material changes (for example through the Service, by email where we have your address, or by posting them), except where a shorter notice is needed to address a security or legal risk.

13.3 Your acceptance of changes. Your continued use of the Service after the changes take effect means you accept the updated Terms, to the extent permitted by Applicable Law. If you do not agree to a change, you must stop using the Service.

14. Governing law and disputes

14.1 Talk to us first. Before starting any court or arbitration proceedings (other than for urgent injunctive relief), please contact Hey ema so we can try to resolve the matter informally. The parties will negotiate in good faith for at least 30 days.

14.2 Governing law. These Terms are governed by the laws of Victoria, Australia, without regard to conflict-of-laws rules — except that, if you are a consumer, this does not deprive you of the protection of mandatory consumer-protection laws of your country of habitual residence (see clause 11).

14.3 Arbitration (default for non-consumers). Except where clause 14.4 applies, any dispute not resolved under clause 14.1 must be finally resolved by arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) under the ACICA Rules in force at the date of the notice of arbitration, by one arbitrator, seated in Melbourne, Victoria, Australia, in English. Either party may commence the arbitration. This does not prevent either party from seeking urgent injunctive relief from a court.

14.4 Consumers keep their court rights. If you are a consumer, clause 14.3 does not force you into arbitration. You and Hey ema submit to the non-exclusive jurisdiction of the courts of Victoria, Australia and the courts of appeal from them, and — where the law allows — you may also bring proceedings in the courts of your country of habitual residence, and you keep the mandatory consumer-protection rights described in clause 11.

15. General

15.1 Hey ema is an intended beneficiary and may enforce these Terms. These Terms are entered into for the benefit of, and are enforceable by, Hey ema (By Loci Pty Ltd) and its Affiliates. Hey ema is an intended third-party beneficiary entitled to enforce these Terms (including the disclaimers in clause 9 and the limitations in clause 10) directly against you, and may do so whether or not the Customer is involved.

15.2 Entire agreement. These Terms (together with the AUP, the Privacy Policy, and — where applicable — the EULA) are the entire agreement between you and Hey ema about your use of the Service, and supersede any prior representations or understandings about that subject matter, except for any fraudulent representation. This clause does not affect your rights against the Customer under your separate arrangement with the Customer.

15.3 Severability. If any provision of these Terms is held invalid or unenforceable, it is severed (or read down to the minimum extent necessary to make it enforceable) and the remaining provisions continue in effect.

15.4 No waiver. Our failure or delay in exercising any right is not a waiver of that right.

15.5 Assignment. You may not assign or transfer your rights under these Terms. Hey ema may assign these Terms to an Affiliate or in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets, on notice.

15.6 Notices. We may give you notices through the Service, by email to any address associated with your account, or by posting on Hey ema's website. You may give Hey ema notices in writing to legal@heyema.com or by post to By Loci Pty Ltd, 101 Camberwell Road, Hawthorn East VIC 3123, Australia.

15.7 No partnership. Nothing in these Terms creates any agency, partnership, employment, or joint-venture relationship between you and Hey ema.

15.8 Electronic acceptance. You may accept these Terms electronically (including by clicking "I agree" or by using the Service), and you waive any objection to the validity of acceptance based on electronic form.