End-User Licence Agreement

En vigueur le 2026-06-21 · 2026-06-21

hey ema — End User Licence Agreement (EULA)

Applies to: any installable, downloadable, embedded or distributed software component supplied by Hey ema, including desktop applications, mobile applications, browser extensions, SDKs, offline / edge components, command-line tools, and any white-label or on-premise deployment of Hey ema software (each a Licensed Component).

1. Acceptance

1.1 This End User Licence Agreement (EULA) is a legally binding agreement between By Loci Pty Ltd ACN 635 780 451 of 101 Camberwell Road, Hawthorn East VIC 3123, Australia (trading as Hey ema) (Hey ema or Licensor) and the natural person or legal entity using the Licensed Component (Licensee or you).

1.2 By installing, copying, accessing, or otherwise using the Licensed Component, you accept and agree to be bound by this EULA. If you do not agree, do not install or use the Licensed Component.

1.3 Where the Licensee is using the Licensed Component as part of an organisation that has subscribed to Hey ema under the Master Subscription Agreement (H1) (the MSA) or another agreement with Hey ema, the MSA prevails over this EULA in the event of any conflict in respect of the same subject matter, except in respect of clauses 4 (Restrictions), 5 (IP), 7 (Privacy and telemetry) and 11 (Open source / third-party components), which are intended to apply in addition to the MSA. In particular, where an MSA is in place, the warranty regime in MSA clause 8 and the limitation of liability in MSA clause 10 (including the cap and super-cap) govern the Licensed Component, and this EULA's clauses 8 and 9 do not apply to that Licensee; this EULA then supplies only the install-specific restrictions and licence terms. This EULA's clauses 8 and 9 apply only where the Licensee obtains the Licensed Component without an MSA (for example, a standalone or consumer download).

2. Definitions

In this EULA:

Documentation means the user manuals, technical documentation, and online help published by Hey ema for the Licensed Component, as updated from time to time.

Licensed Component has the meaning given in the introduction.

Permitted Use means installation and use of the Licensed Component on a Permitted Device, by a Permitted User, for the Permitted Purpose, all as set out in §3.

Permitted Device means a device controlled by, or assigned to, the Permitted User.

Permitted Purpose means use of the Licensed Component for the Licensee's internal business purposes (or, for a consumer Licensee, personal use) in connection with Hey ema's services.

Permitted User means:

  • (a) where the Licensee is an individual: that individual; or
  • (b) where the Licensee is a legal entity: an Authorised User (as defined in the MSA) of the Licensee, or, if no MSA is in place, an employee, contractor or agent of the Licensee whom the Licensee has authorised.

Update means a patch, bug fix, error correction or minor revision of the Licensed Component released by Hey ema.

Upgrade means a major new version, feature release, or substantial enhancement of the Licensed Component released by Hey ema.

Capitalised terms not defined in this EULA have the meanings given in the MSA and its Schedules and the MSA.

3. Licence grant

3.1 Subject to the Licensee's compliance with this EULA and payment of any applicable fees, Hey ema grants the Licensee a non-exclusive, non-transferable, non-sublicensable, revocable licence during the Term to install, run and use the Licensed Component on Permitted Devices for the Permitted Purpose.

3.2 Per-seat / per-device basis. Unless the Order Form, MSA or Documentation specifies otherwise, the Licensee may install one copy of the Licensed Component for each licensed seat or device set out in the Order Form. The Licensee may make a reasonable number of additional copies for backup and disaster-recovery purposes only.

3.3 No transfer of ownership. The Licensed Component is licensed, not sold. Hey ema retains all right, title and interest in the Licensed Component (subject to any third-party rights notified in §11).

3.4 White-label, SDK and redistribution (where expressly granted). The distribution restriction in §4.1(d) does not prevent distribution that Hey ema expressly authorises in the Order Form or a Distribution Schedule for a white-label deployment, an SDK, or an embedded component. Where such distribution is authorised, Hey ema grants the Licensee a limited, revocable, non-exclusive right to sublicense and distribute the Licensed Component (or integrate the SDK) solely to the Licensee's own end users and solely for the Permitted Purpose, on condition that the Licensee: (a) binds each such end user to terms that are no less protective of Hey ema than this EULA (including the restrictions in §4, the IP terms in §5, the disclaimers and liability limits, and the AUP) and that name Hey ema as a third party entitled to enforce them; (b) does not remove or alter Hey ema's or its licensors' notices except as the white-label branding expressly permits; (c) remains responsible for its end users' compliance as if it were its own; and (d) passes through any applicable Open-Source Licence notices. For mobile-app-store distribution, the Licensee must also comply with, and where required pass through, the relevant app-store licensed-application terms.

4. Restrictions

4.1 The Licensee must not, and must not permit any person to:

  • (a) copy the Licensed Component except as permitted in §3.2;
  • (b) modify, adapt, translate, or create derivative works based on the Licensed Component;
  • (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, file formats, or non-public APIs of the Licensed Component, except to the extent that this restriction is prohibited by Applicable Law (including, where applicable, s 47D Copyright Act 1968 (Cth) for interoperability) and only on giving Hey ema written notice and a reasonable opportunity to provide the necessary interoperability information;
  • (d) sell, sublicense, rent, lease, lend, distribute, or otherwise transfer the Licensed Component to any third party;
  • (e) remove or alter any copyright, trade mark, or other proprietary notices on the Licensed Component;
  • (f) use the Licensed Component to develop a product or service that competes with Hey ema, or to benchmark for that purpose without Hey ema's written consent;
  • (g) use the Licensed Component in violation of Applicable Law (including export-control, sanctions and privacy laws);
  • (h) use the Licensed Component to send unsolicited bulk messages, distribute malware, or otherwise breach the Hey ema Acceptable Use Policy (H5);
  • (i) circumvent or attempt to circumvent any security feature, licence-key check, telemetry, rate limit, or other technical measure of the Licensed Component;
  • (j) use the Licensed Component to train artificial intelligence or machine-learning models, except where the AI / Data Use Addendum (H4) expressly permits such use; or
  • (k) bundle the Licensed Component with another product without Hey ema's written consent.

4.2 The Licensee is responsible for the acts and omissions of its Permitted Users and any other person it allows to use the Licensed Component as if they were its own.

5. Intellectual property

5.1 As between the parties, Hey ema (and its licensors) own all IP Rights in the Licensed Component, including all copyrights, trade marks, trade secrets, patents, designs and know-how. Nothing in this EULA transfers any IP Rights to the Licensee, except for the limited use rights in §3.

5.2 Feedback. If the Licensee provides feedback or suggestions about the Licensed Component, the Licensee grants Hey ema a perpetual, irrevocable, royalty-free, worldwide right to use and incorporate that feedback into Hey ema products and services without restriction.

6. Updates and Upgrades

6.1 Updates. Hey ema may, but is not obliged to, release Updates from time to time. The Licensee should install Updates promptly. Hey ema may install Updates automatically on Permitted Devices, including security and stability fixes, with or without notice. Updates are subject to this EULA.

6.2 Upgrades. Major Upgrades may be made available subject to the Licensee paying any applicable upgrade fee or holding an active subscription. Upgrades that introduce material new functionality may be subject to additional or revised terms; in that case Hey ema will notify the Licensee and seek consent (or treat continued use after notice as acceptance to the extent permitted by Applicable Law).

6.3 End-of-life. Hey ema may discontinue support for any version of the Licensed Component on reasonable notice. The Licensee acknowledges that older versions may not receive security Updates after end-of-life and uses them at the Licensee's own risk.

7. Privacy and telemetry

7.1 The Licensed Component may collect and transmit to Hey ema operational telemetry (including device identifiers, OS version, configuration, usage statistics, error reports, and performance data) for the purposes of providing, maintaining, securing and improving the Licensed Component.

7.2 Where Personal Information is included in telemetry, Hey ema will Process it in accordance with the Hey ema Privacy Policy (H2) and (where the Licensee is also a customer under the MSA) the Data Processing Agreement (H3). Where the Licensee is an organisation, the Licensee is responsible for any consents or notices it is required to give to its Permitted Users in respect of telemetry. Where the Licensee is an individual consumer, Hey ema is the controller of that telemetry and relies on the lawful bases and provides the notices set out in the Hey ema Privacy Policy (H2); non-essential telemetry in that case is collected only with consent where required by Applicable Law.

7.3 The Licensee may, where the Licensed Component supports it, configure or disable certain categories of telemetry through the Documentation-described controls. Some telemetry (for security, abuse prevention and licence enforcement) cannot be disabled and is necessary for the Licensed Component to function.

8. Warranties and disclaimers

8.1 Mutual. Each party warrants that it has the right and authority to enter into this EULA.

8.2 Hey ema warranties. Hey ema warrants that, for 90 days after the Licensee first installs the Licensed Component, the Licensed Component will perform substantially in accordance with the Documentation when used on a Permitted Device that meets the published system requirements. The Licensee's sole remedy for breach of this warranty is, at Hey ema's election: (a) repair or replacement of the Licensed Component; or (b) refund of fees paid for the affected period.

8.3 Mandatory consumer law (all jurisdictions). Nothing in this EULA excludes, restricts or modifies any guarantee, warranty, right or remedy that the Licensee has under Applicable Law that cannot lawfully be excluded, restricted or modified, including: the Australian Consumer Law (ACL); for EU/EEA consumers, the Unfair Contract Terms Directive 93/13/EEC and the Digital Content Directive (EU) 2019/770; for UK consumers, the Consumer Rights Act 2015; and the mandatory consumer-protection law of any other place where the Licensee is a consumer. Where the Licensee is a consumer, the disclaimers in §8.4 and the limitation in §9 apply only to the extent permitted by that mandatory law. To the extent that Hey ema is permitted under the ACL to limit its liability for breach of a consumer guarantee in connection with software that is not of a kind ordinarily acquired for personal, domestic or household use, Hey ema's liability is limited at Hey ema's election to:

  • (a) for goods: replacing or repairing the goods, or paying the cost of replacement or repair; and
  • (b) for services: re-supplying the services, or paying the cost of having the services re-supplied.

8.4 Disclaimers. Except as expressly stated in this EULA and to the maximum extent permitted by Applicable Law:

  • (a) the Licensed Component is provided "as is" and "as available";
  • (b) Hey ema does not warrant that the Licensed Component will be uninterrupted, error-free, or completely secure;
  • (c) Hey ema does not warrant that the Licensed Component will meet the Licensee's particular requirements; and
  • (d) all other warranties, conditions, representations and guarantees are excluded.

9. Limitation of liability

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

  • (a) loss of profits, revenue, business, goodwill, opportunity or anticipated savings;
  • (b) loss or corruption of data;
  • (c) loss arising out of business interruption; or
  • (d) any indirect, consequential, special or punitive loss.

9.2 Cap. This clause 9 applies only where no MSA is in place (see §1.3); where an MSA is in place, MSA clause 10 governs. Subject to §9.3, Hey ema's total aggregate liability under or in connection with this EULA is capped at the greater of: (a) the fees paid by the Licensee for the Licensed Component in the 12 months immediately before the event giving rise to the claim; or (b) AUD 1,000.

9.3 Carve-outs. The exclusion in §9.1 and the cap in §9.2 do not apply to:

  • (a) Hey ema's IP indemnity in §10;
  • (b) liability for fraud, fraudulent misrepresentation, wilful misconduct or gross negligence;
  • (c) a breach by Hey ema of its confidentiality or data-protection obligations;
  • (d) liability under the ACL or other mandatory consumer law (§8.3) that cannot lawfully be excluded; or
  • (e) liability for personal injury or death caused by Hey ema's negligence.

10. IP indemnity

Hey ema will defend the Licensee against any third-party claim alleging that the Licensee's use of the Licensed Component within the Permitted Use infringes an Australian, EU, UK or US copyright, trade mark, registered design or trade secret, on the standard terms set out in clause 9 of the H1 MSA (Notice, sole control of defence, reasonable assistance, options to procure rights / modify / refund), and subject to the same exclusions (combination not contemplated, modifications, post-notice continued use, use in breach of this EULA).

11. Open source and third-party components

11.1 The Licensed Component may incorporate or be distributed with open-source software and third-party libraries. Each is licensed under its own terms (an Open-Source Licence), notice of which is provided in the Documentation, an "ABOUT" or "NOTICES" file accompanying the Licensed Component, or a URL referenced in the Order Form.

11.2 Where an Open-Source Licence conflicts with this EULA in respect of that open-source software, the Open-Source Licence applies to that open-source software only.

11.3 The Licensee is responsible for complying with the Open-Source Licences applicable to the open-source components.

12. Term and termination

12.1 Term. This EULA starts when the Licensee first installs the Licensed Component (or, if earlier, the Effective Date in the Order Form) and continues until terminated under this §12.

12.2 Termination by Licensee. The Licensee may terminate at any time by uninstalling and destroying all copies of the Licensed Component.

12.3 Termination by Hey ema. Hey ema may terminate this EULA immediately on written notice if:

  • (a) the Licensee breaches §3 (Licence grant), §4 (Restrictions), §5 (IP), §7.3 (telemetry circumvention), or any payment obligation, and (where the breach is capable of remedy) fails to remedy within 14 days after written notice;
  • (b) the Licensee becomes insolvent or has a controller, administrator or liquidator appointed; or
  • (c) any subscription giving rise to entitlement to the Licensed Component is terminated or expires.

12.4 Effect. On termination:

  • (a) all rights to install or use the Licensed Component cease;
  • (b) the Licensee must uninstall and destroy all copies of the Licensed Component within 7 days and confirm destruction in writing if requested;
  • (c) clauses that by their nature should survive (including 4, 5, 7, 8.3, 9, 10, 11, 12.4 and 13) survive.

13. Export, sanctions and government

13.1 Export controls. The Licensee must comply with all export-control and sanctions laws applicable to the Licensee, including the Australian Customs Act 1901 (Cth), the Defence Trade Controls Act 2012 (Cth), and any applicable laws of the United Kingdom, the European Union, the United States and the United Nations. The Licensee must not export or re-export the Licensed Component to any embargoed country or to any prohibited end user without the necessary licences and authorisations.

13.2 Sanctions. The Licensee warrants that it is not subject to any sanctions list maintained by the United Nations, Australia, the United States, the European Union or the United Kingdom.

13.3 Government end users. If the Licensee is an Australian Commonwealth, State or Territory entity, or a government entity in another jurisdiction, the Licensee must notify Hey ema before deploying the Licensed Component, and additional or alternative terms may apply.

14. Disputes, governing law and jurisdiction

14.1 Governing law. This EULA is governed by the laws of Victoria, Australia.

14.2 Jurisdiction. Each party submits to the non-exclusive jurisdiction of the courts of Victoria, Australia and the courts of appeal from them.

14.3 Negotiation. Before commencing proceedings (other than for urgent injunctive relief or to recover an undisputed debt), the parties must refer the dispute to senior representatives, who must negotiate in good faith for at least 30 days. This clause does not require a consumer Licensee to delay pursuing any right or remedy that mandatory consumer law entitles them to exercise immediately.

15. General

15.1 Notices. Notices to Hey ema must be in writing to legal@heyema.com or by post to By Loci Pty Ltd, 101 Camberwell Road, Hawthorn East VIC 3123, Australia. Hey ema may give notices to the Licensee through the Licensed Component, by email to the registered email address, or by posting on Hey ema's website.

15.2 Assignment. The Licensee may not assign or transfer this EULA. Hey ema may assign this EULA to an Affiliate or in connection with a corporate transaction.

15.3 Variation. Hey ema may update this EULA from time to time. The current version is published in or with the Licensed Component or on Hey ema's website. Material changes will be notified at least 30 days before they take effect (except where a shorter notice is required to address a security or legal risk). Continued use after the effective date constitutes acceptance, to the extent permitted by Applicable Law.

15.4 No waiver. No failure or delay in exercising a right is a waiver of that right.

15.5 Severability. If any provision is unenforceable, that provision is severed and the remainder continues, and the unenforceable provision is read down to the minimum extent necessary to make it enforceable.

15.6 No third-party rights. This EULA does not confer any rights on any person other than the parties.

15.7 Counterparts and electronic acceptance. This EULA may be accepted electronically (including by clicking "I agree" or by installing the Licensed Component). The parties waive any objection to validity of acceptance based on electronic form.

15.8 Entire agreement. This EULA, together with any Order Form, the Documentation, and (where applicable) the MSA / DPA / AI Addendum / SLA / AUP, is the entire agreement between the parties about the Licensed Component.