End User License Agreement

1. OVERVIEW

1. We will provide the Service to you in accordance with this Agreement.
2. The Service is software-as-a-service provided on a subscription basis.
3. The Service assists solicitors and paralegals automate and systemise document collection, categorisation and disclosure, particularly in family law matters.
4. A User can upload documents related to a matter and electronically disclose these documents with other parties to the matter and third parties such as experts and accountants. A User can share the matter folder with the client and give access to the client to upload documents. A person with whom a matter is shared also enters into this Agreement and becomes a User as set out in clause 2.1(e) below.
5. The Service is not designed or available to be used by litigants-in-person or self-represented litigants, unless that person is a qualified legal practitioner. A law firm must not share a matter with an opposing party who is litigant-in-person or self-represented litigant, unless the opposing party is a qualified legal practitioner.
6. As part of our hosted solution, documents are saved as part of the matter on a server, allowing searching and downloading.
7. This Agreement includes these standard terms, and the pricing details set out on our website.

2. THE DISCLOSURE READY SERVICE

2.1 Users

1. We will provide you with access to and use of the Service. If you have the appropriate subscription package and authority, you can create accounts for use by other Users and can add and remove Users.
2. Users must have an account to access and use the Service.
3. A User can be a person who works for your firm or organisation.
4. If you are a law firm or organisation, then a User may be a partner or employee of your law firm or organisation. You must ensure that all such Users comply with the provisions of this Agreement, and you are responsible for the conduct of such Users in respect of their use of the Service.
5. If you are a law firm, then your client and a barrister, expert or other third party that you brief or engage may also use the Service but must enter into their own agreement with us and create their own account; they are not “Users” under your Agreement. Your law firm is not responsible for the use of the Service by such clients, barristers, experts or third parties.
6. You will ensure that each person who uses the Service from your organisation has an account in their name.
7. You must not create accounts for use by third parties, that is, people who are not associated with you. A third party must create their own account and separately agree to the terms in this Agreement. If you are a barrister, a law firm that briefs you and solicitors in that firm are “third parties” for the purposes of your Agreement with us.
8. Accounts must not be shared by or between users.
9. A User must not use the Service if barred by law from using the Service.
10. We may require that each User agree to legal terms that are consistent with this Agreement before using the Service.

2.2 The Service

1. The Service can be accessed via the website located at www.disclosureready.com.au.
2. To use the Service, you must have a computer or mobile device with an up-to-date operating system and web browser, and a fast internet connection.
3. You are responsible for all third-party costs associated with accessing the Service, including for example the fees charged by internet service providers or telecommunications carriers.
4. We will provide the Service in a professional manner with due care and skill and in accordance with good industry practice.
5. In providing the Service, we will comply with all Laws, including Privacy Laws.
6. The parties will always act reasonably and in good faith when dealing with each other.
7. If we attend your premises, we will comply with your relevant policies and directions known or made known to us.
8. Additional services may be provided under this Agreement where the parties agree to and sign a written addendum that specifies the additional services and states that those additional services are being provided pursuant to this Agreement.

2.3 Security

1. We are ISO 27001 accredited and will use commercially reasonable efforts to maintain this or an industry equivalent accreditation for the term of this Agreement.
2. We maintain appropriate screening procedures for our personnel as required by our ISO 27001 accreditation.
3. We implement industry standard processes and take reasonable measures including physical and logical security measures consistent with commercially available security practices to secure the Service from unauthorised access and to protect the integrity and confidentiality of Content.
4. To log into an account, you must have two-factor authentication (2FA) configured in accordance with instructions provided by us. This requires access to a device such a mobile telephone that can receive SMS messages or a tablet or mobile telephone connected to the Internet that has the designated authentication App.
5. However, any transmission of data over the internet is inherently risky. You acknowledge and agree that you are responsible for the security of devices that are used by you and your Users to access to the Service, and for the security of your computer network. This includes having up-to-date browser and operating system software.
6. You must comply with our reasonable directions regarding security that relate to the integrity and security of the Service.
7. We make no representation and give no warranty regarding your access to the Service. Due to the nature of the internet and software programs, during use of the Service, you and others may experience errors, poor network performance and other issues that detract from use of the Service. While we take steps to maintain the Service, we do not warrant that the Service will be constantly available or warrant that you or others will have uninterrupted and error-free access to the Service.

2.4 User Accounts

1. When your account is created, you must:
   
   1. provide accurate, current and complete information for the indicated mandatory fields (including a valid work email address); and
   2. not establish accounts under fake names or fake credentials; and
   3. maintain and update this information to keep your account details accurate, current and complete; and
   4. if you supply us with any inaccurate, false or incomplete information (or fail to keep such information current), we have the right to terminate your account and access to the Service.

2.5 Usernames and Passwords

1. To use all features of the Service, you (and each User) must create an account with us, including selecting a unique username and password.
2. You are fully responsible for maintaining the confidentiality of your username and password combination, and for all activities that are conducted through or under your account and any other User accounts created in accordance with your subscription.
3. You (and each User in your organisation) must not under any circumstances share a password for the Service with any other person.
4. You (and each User in your organisation) must not transfer, sell, rent, lend or otherwise dispose of a username / password combination for the Service (or attempt to do any of the foregoing).
5. You (and each User in your organisation) must inform us immediately if you (or the User) suspect or become aware of a breach of security relating to your or a User account. The person impacted must promptly change the User’s password.
6. A User may close the User’s account by emailing us at info@disclosureready.com.au

2.6 Use of the Service

1. You (and each User in your organisation) must use the Service in a responsible and reasonable manner. You (and each User in your organisation) must not use the Service in a way that is against the Law or that harms us or our partners, affiliates, customers or suppliers.
2. Without limiting the foregoing, you (and each User in your organisation) must not:
   
   1. Attempt to gain access to, alter or disrupt any account, software, hardware (including, without limitation, the Service) or network relating to the Service without authorisation;
   2. Use the Service to document, reproduce, share or store pornographic or adult material, other than for the purpose of litigation, family law mediation or other formal mediation process, or the provision of legal advice;
   3. Use the Service to document, reproduce, share or store defamatory material, other than for the purpose of litigation, family law mediation or other formal mediation process or the provision of legal advice;
   4. Use the Service to document, reproduce, share or store illegal material, other than for the purpose of a litigation, family law mediation or other formal mediation process or the provision of legal advice;
   5. Use automatic scripts or programs (including web crawlers) to access or attempt to gain access to the Service;
   6. Attempt to access the Service other than through our designated website or as otherwise permitted by us;
   7. Remove or alter any copyright, trademark, logo or other proprietary notice or label appearing on or in the Service;
   8. Reverse engineer, decompile or disassemble the Service, or otherwise attempt to derive the source code or trade secrets of the Service except as, and then only to the extent, expressly permitted by applicable Law;
   9. Create any derivative works or adaptations of the Service;
   10. Rent, lease, lend-for-profit or provide commercial hosting of the Service, or otherwise provide or make available the Service to any other person for their use;
   11. Resell the Service to any person;
   12. Create a white label system using the Service;
   13. Frame any website provided via the Service; or
   14. Use the Service other than as expressly permitted by this Agreement, or in any manner that we reasonably determine to be inappropriate or excessive.
3. If you do not have an Internet connection, you will not be able to access the Service. If you have a slow Internet connection, you may experience less than optimal performance of the Service.
4. Due to regulatory or technical restrictions, you may not be able to access the Service from every location in the world. We are not responsible for your inability to access the Service from a remote location or from outside of Australia.

2.7 Purpose

1. You have (and each User in your organisation has) no right to use the Service for any purpose other than as specified in this Agreement.
2. The rights granted in this Agreement are your only rights in relation to the Service.

2.8 Updates

1. We may change, modify or remove some or all of the features of the Service at any time and at our sole discretion. If we remove a significant feature of the Service or make a change to a feature so that functionality is reduced in a material way, you may terminate this Agreement on 10 Business Days written notice to us that cites this clause. There will be no financial penalty to you if you terminate under this clause and you can request a partial refund of the relevant Fees that you have been paid and we will act reasonably and fairly in considering your refund request.
2. We may make available enhancements or updates to the Service but are under no obligation to do so.
3. Where we choose to make available to you any patches, updates, add-ons or hot fixes to the Service, this Agreement also applies to these changes unless they are accompanied by separate terms agreed to by you.

2.9 Planned Maintenance

1. We periodically conduct planned maintenance in respect of the Service. During a planned maintenance period, the Service may be unavailable, or some features may not work as expected. We will endeavour to give you at least one weeks’ notice of any scheduled maintenance.
2. We schedule planned maintenance outside Business Hours if reasonably practicable.
3. Typically, there are no more than 3 planned maintenance periods during a year, which take place on weekends and are for approximately 24 hours. Typically, one planned maintenance period is during the Christmas/New Year court vacation period. We will provide you with at least five Business Days’ notice of any planned maintenance and will consult with you if you raise concerns regarding the timing of the planned maintenance.
4. We have the right to interrupt the Service from time to time, as and when we deem appropriate, to perform planned maintenance relating to the Service and to perform emergency maintenance.

2.10 Control of content

1. Using the Service, Content may be shared by you with other Users of the Service. Content may be shared by other Users of the Service with you.
2. We do not review Content. However, if you request us to do so (for example, as part of a service request), we may review the Content in your matters.
3. The Service includes functionality to allow you to:
   
   1. determine with whom to share your Content and the access rights relating thereto;
   2. delete a matter;
   3. delete your Content; and
   4. download your Content
4. There is no additional charge to you to use the functionality set out in clause 2.10(c).
5. If you do not use the functionality set out in clause 2.10(c) and you require us to delete or download your Content, we will do so at your request but may charge you reasonable fees for us to do this work.
6. You acknowledge that a deletion request using the Service can delete a matter from your account immediately. The deleted matter is placed in the “trashed items” folder for a specified default period, and then permanently deleted. The default period can be changed by you or by your law firm or organisation. Until this period expires, a matter in the “trashed items” folder can be (i) immediately permanently deleted manually by you using the functionality in the Service or (ii) re-instated by you or your firm/organisation into your account. Upon expiry of the period, the deleted matter and all documents in the matter are automatically permanently deleted. This functionality is primarily to protect against accidental deletion. You can immediately permanently delete any matter from the “trashed items” folder, in which case the matter and all documents in the matter are permanently deleted. A permanently deleted matter will not be retrievable.
7. You acknowledge that the Service is not designed for document storage but for document review and disclosure for a particular case and for the duration of that case. We recommend that all documents uploaded to the Service also remain in or be downloaded to your document management system.
8. As set out in clause 4, the annual Fee for each matter remains payable while the matter remains on the Service, whether or not the matter is active or live. To stop the annual Fee for a matter renewing, you must delete the matter from the Service before the renewal date as set out in clause 4.
9. We are not legally required to back-up any content stored in the Service, including Content, but we may do so.
10. We are not responsible or liable for any loss of data or loss of Content resulting from your or any User’s use of the Service.

2.11 User content

1. We do not own any Content that is uploaded to the Service by you or by Users.
2. We are not responsible or liable for any Content that is uploaded to the Service, whether by you, your Users or by other Users.
3. Specifically, we do not warrant or represent that any Content:
   
   1. Is true and correct, and not misleading or deceptive;
   2. Does not infringe any third party’s intellectual property rights or other proprietary rights;
   3. Does not breach any law; or
   4. Is not offensive, defamatory or otherwise inappropriate.
4. If you believe any Content located in the Service infringes your or a client’s rights or is otherwise unlawful, please immediately contact us.

2.12 Law Firms and Corporations

1. If you are a corporation or law firm (or have entered into this Agreement on behalf of a corporation or law firm), such corporation or law firm is responsible for ensuring that all of its partners, employees and agents comply with the terms of this Agreement.

3. INTELLECTUAL PROPERTY

1. The Service is our intellectual property.
2. Copyright and other intellectual property laws protect the Service.
3. We do not own the Content that you or any Users upload to the Service and all such intellectual property rights remain vested in you or the owner of such intellectual property rights.
4. We will not knowingly or intentionally infringe any Intellectual Property Rights when providing the Service.
5. You warrant that you own or have the right to upload the Content that you (and your Users) upload to the Service.
6. You are responsible for ensuring that you and each of your Users do not, in using the Service, infringe or violate any other person’s Intellectual Property Rights, misappropriate confidential information, or breach any Laws including Privacy Laws.
7. You grant us a limited, non-exclusive, perpetual, revocable, royalty-free and non-transferable licence to use the Intellectual Property Rights in any Content you (or your Users) upload or provide to us to the extent necessary for us to perform operate the Service or to otherwise exercise our rights or to comply with our obligations under this Agreement or any other agreement we have with you. We may sub-license this license to third party service providers who assist us in providing the Service, and to other Users who access and use the Service.
8. You hereby represent to us that you are using the Service for the purposes of a judicial or other legal proceeding, for the purpose of family law mediation or other formal mediation process, or for the purpose of the giving or receiving of professional advice by a legal practitioner.
9. From time to time, you may send us suggestions, materials, information, ideas or concepts relating to the Service (“Ideas”). You hereby grant us a royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) to use such Ideas as we see fit, without payment of a fee. Without limiting the foregoing, no Idea will be subject to any confidentiality obligation.
10. You have no right to use our trademarks or brands unless explicitly provided for in a separate trademark licence agreement.
11. We may inform people that you are a user of the Service. We may include you or your firm/organisation in an online directory of firms, organisations and barristers that use the Service. You can revoke our right to do so by giving us 7 Business Days’ notice referring to this clause.

4. FEES

4.1 Fees Per Matter

1. Fees are changed per matter on an annual basis, commencing on the date that the matter is opened on the Service or accepted into your account on the Service.
2. Details about Fees are available on our website at www.disclosureready.com.au and are incorporated into this Agreement.
3. A User who is (i) a client of a law firm or (ii) a barrister, expert or advisor engaged by a law firm, is not required by pay a Fee to use the Service to access or upload documents to a matter shared by the law firm. Such User will need to create an account to access the matter, but no Fee will be payable by such User for use of the Service in respect of that matter.
4. Subject to clause 4.1(e), when you open a matter on the Service then the Fee for that matter will become payable by you from that date, which gives you one year’s use of the Service in respect of that matter.
5. If you are invited to a matter by a User who has an account with us, you will need to create an account to access the matter. If you are not already a paying customer of the Service, you may elect not to make any payment to us in respect of that matter.
   
   1. If you elect to make payment for that matter or you are already a paying customer of the Service, then you will be able to access the full functionality of the Service.
   2. If you are not a paying customer for the Service and elect not to make in payment in respect of that matter, you will not have access to the full functionality of the Service. You can access Content in that matter that is disclosed to you, share the Content internally within your law firm, upload Content to the Service and disclose Content to the other side. You will not be able to share the Content with your client, have your client use the Service to share Content with you, use any AI technology available in the Service, perform searching and annotating on the Service or open new matters on the Service.
   3. If you elect to pay for a matter, then you will become a paying customer for the Service, and we will bill you the Fee for that matter on an annual basis from the date of that election in accordance with this Agreement and you will have access to full functionality of the Service. You may then also open new matters on the Service (and you will be charged the annual Fee for all matters you have on the Service in accordance with the provisions of this Agreement).
6. Subject to your compliance with this Agreement, if you are a paying customer for the Service, you will have access to full functionality of the Service in respect of all matters in your account.
7. If you are a paying customer for the Service and another User of the Service shares a matter with you, and you accept that matter, then you must pay the annual Fee for that matter that you accept. If you do not accept that matter, it will not become a matter in your account, and you will not be able to access that matter.
8. We may offer discounts or promotional offers for a limited period, including waiver of the annual renewal fee for a matter, as set out on our website.

4.2 Fees

1. You agree to pay us the applicable Fee per matter per year.
2. We will issue you an invoice monthly for all new matters in your account. Unless expressly stated otherwise, the invoice for such annual Fees is payable within 14 days of the invoice date.
3. On each anniversary of a matter, if the matter remains on the Service, we will automatically issue you an invoice for the Fee for the next annual period for that matter.
4. If you delete a matter from the Service, then no Fee will be due on the next anniversary of that matter. See clause 2.10.
5. Fees are non-refundable. If you cancel your account or close or delete a matter, no part of the Fee is refundable, unless explicitly stated otherwise in this Agreement.
6. We may change the Fee that applies to you from time to time and will communicate any price changes to you at least 20 Business Days in advance and, if applicable, how to accept those changes. Price changes will take effect for new matters that you load into the Service after the Fee change takes effect and for existing matters at the start of the next annual renewal period following the date of the price change. You agree to the new Fee by continuing to use the Service after the fee change takes effect. If you do not agree with a fee change, you must not load any new matters into the Service and must remove existing matters before the next annual renewal period for that matter.
7. We may charge additional fees to you, and you will pay such additional fees within 30 days of invoice, where (i) you use a paid optional feature of the Service, such as an optional AI feature; or (ii) you exceed the usage in our published Acceptable Use Policy.

4.3 GST

1. If GST is payable on a supply made under or in connection with this Agreement, the party providing the consideration for that supply must pay as additional consideration an amount equal to the amount of GST payable on that supply.
2. Unless otherwise stated, all amounts referred to in this Agreement, including the Subscription Fees, are stated on a GST exclusive basis.
3. If an adjustment event occurs in relation to a supply made under or in connection with this Agreement, the GST payable on that supply will be recalculated to reflect that adjustment and an appropriate payment will be made between the parties.
4. In providing an invoice, a party shall provide proper tax invoices if GST is applicable to the Fees.
5. Terms which have a defined meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) shall have that meaning in this Agreement.

5. CONFIDENTIALITY

1. We are not in a fiduciary relationship with you.
2. Each party agrees to keep strictly confidential, and not to disclose, the Confidential Information of the other party.
3. Each party agrees to use the Confidential Information of the other party solely to carry out its obligations or receive the benefits of this Agreement.
4. Notwithstanding the foregoing, a party may disclose Confidential Information of the other party:
   
   1. to its legal advisors, accountants, auditors on a confidential need-to-know basis;
   2. to its partners and employees and its Related Bodies Corporate on a confidential need-to-know basis;
   3. in enforcing this Agreement or in a proceeding arising out of or in connection with this Agreement; or
   4. to the extent required by Law or pursuant to a binding order of a government agency or court.

6. PRIVACY AND SECURITY

1. We hold any personal information that you provide to us in accordance with our privacy policy, the current version of which is located on our website at www.legalready.ai/privacy-policy
2. You acknowledge and agree to be bound by the terms of our privacy policy.
3. We may amend our privacy policy from time to time. We will notify you of any material amendments to our privacy policy by email, or by posting on our website, or as a notice to Users when using the Service.
4. You control the Content uploaded to the Service. We do not collect or use Personal Information that is contained in Content that you upload to the Service.
5. We collect and use Personal Information from and about you and other Users. This allows us, for example, to open and administer user accounts, calculate bills and to provide and improve the Service.
6. You must not do anything that puts us in breach of any Privacy Law or our published privacy policy.
7. You must comply with all our reasonable directions regarding privacy.
8. You must obtain all necessary consents, and provide all necessary collection notices, relevant to the Service, including those required by the Privacy Laws in relation to the collection, use, disclosure and storage of Personal Information of any individual whose Personal Information may be provided to us, directly or indirectly, as contemplated by this Agreement.
9. Subject to the foregoing, we comply with all applicable Privacy Laws and will not do anything that puts the Firm in breach of any Privacy Law.

7. FORCE MAJEURE

1. Subject to the requirement to give notice under this clause, if the performance by any party (Affected Party) of all or any of its obligations under this Agreement is prevented or delayed (in whole or in part) due to any Force Majeure Event, this Agreement will continue and remain in effect but the Affected Party will not be in breach of this Agreement for that reason only, and the Affected Party will be granted a reasonable extension of time to complete performance of its affected obligations.
2. The Affected Party must promptly after becoming aware of a Force Majeure Event, give written notice to the other party of the nature of the Force Majeure Event and the way and the extent to which its obligations are prevented or delayed and notify the other party of any material change in these matters and use its reasonable endeavours to limit the effects of the Force Majeure Event, and promptly carry out its obligations as soon as, and to the extent that, it is able to do so.

8. SUSPENSION

1. If we suspect that you (or one of your Users) has breached any term of this Agreement, we have the right (without limitation) to:
   
   1. Remove some or all of your Content from the Service;
   2. Suspend your ability to upload or share Content via the Service;
   3. Suspend your access to the Service; and
   4. Terminate your access to the Service.
2. We reserve the right to take any such action without prior notice. However, where practical, we will contact you prior to any such suspension or termination to try to resolve the issue without the need for such suspension or termination. Any of your Content removed from the Service will be returned to you unless otherwise agreed or prohibited by Law.
3. If, pursuant to this clause, your access to the Service is suspended or terminated or if your Content is removed from the Service, you will not be entitled to damages, or any refund or reimbursement of Subscription Fees or other amounts previously paid by or charged to you.

9. TERMINATION

1. Either party may terminate this Agreement with immediate effect by giving written notice to the other party at any time if:
   
   1. the other party experiences an Insolvency Event; or
   2. the other party breaches any material provision of this Agreement which is incapable of being remedied, or where the breach is capable of being remedied, fails to remedy the breach within 12 Business Days after receiving written notice from the terminating party requiring it to do so.
   3. You may terminate this Agreement on 90 days’ written notice for any reason and without cause. However, you must pay any outstanding invoices or amounts due, and you will not be entitled to any refund or reimbursement Fees or other amounts previously paid by or charged to you in such circumstances.
2. We may terminate this Agreement immediately by written notice to you in the event of:
   
   1. a change in Law that materially or permanently prevents us from providing the Service; or
   2. you wilfully attempt to damage the Service.
3. Upon termination of this Agreement, you right to access the Service ceases.
4. Upon termination of this Agreement by you pursuant to clause 9(a) or by us pursuant to clause 9(c)(i), you may request a refund of part of the Fees paid by you and we will act fairly and reasonably when considering your refund request.
5. You acknowledge that we may delete your Content from the Service upon termination of this Agreement unless a Law requires us to keep it. See also clause 4.2.

10. WARRANTIES, INDEMNITY AND LIMITATIONS

10.1 Warranties

1. Each party warrants that it:
   
   1. has the authority to enter into and perform its obligations under this Agreement and that this Agreement has been duly executed and is a legal, valid and binding Agreement; and
   2. will comply at all times with applicable Laws.
2. You warrant and represent that:
   
   1. If you are using the Service (including uploading Content) on behalf of another person (such as a client or another law firm), you have and continue to hold the necessary permission to act on behalf of that person;
   2. You will use the Service in accordance with this Agreement;
   3. You will not use the Service or any information or Content that you obtain during use of the Service for any improper or unlawful purpose; and
   4. You will not infringe any person’s Intellectual Property Rights while using the Service.

10.2 Indemnity

1. You hereby defend, hold harmless and indemnify us and our Related Bodies Corporate and Personnel (the Indemnified Parties) from and against any Loss suffered or incurred by the Indemnified Parties arising out of or in connection with any material breach by you or any of your Users of any provision of this Agreement including any warranty in this Agreement, or that the Indemnified Parties may suffer or incur arising out of or relating to your or one of your User’s misuse of the Service, or in respect of any claim made or legal or regulatory action brought against the Indemnified Parties arising out of or relating to your or one of your User’s conduct that is a misuse of the Service or breach of this Agreement.

10.3 Limitations

1. Without limiting any other term of this Agreement, we are not responsible for:
   
   1. Internet, hardware, operating system, third party software, network or other computer-related failures, malfunctions or errors;
   2. Any disruptions, damages, losses, failures or errors that are caused by events or occurrences that are beyond our control; or
   3. Losses or errors caused by your or a User’s incorrect use of the Service.
2. Subject to Law and to the express provisions of this Agreement, we provide the Service strictly on an “as-is” and “as available” basis, and to the maximum extent permitted by law, we exclude all warranties, terms, conditions or undertakings whether express or implied, statutory or otherwise, that the Service will be:
   
   1. Available at any particular time;
   2. Secure or error-free;
   3. Fit for any particular purpose; or
   4. Will meet any standard or specification.
3. If we are found to be liable to you (including in contract, tort (including negligence) or otherwise) for implied warranties or statutory guarantees that cannot be excluded or otherwise, our liability is limited in all circumstances to one of the following options, as selected by us:
   
   1. Resupply of the Service;
   2. Supply of a similar Service;
   3. Refunding the amount you paid for the Service;
   4. Refunding the amount you paid for the Service;
   5. Fixing the Service (if appropriate); or
   6. Paying someone else to fix the Service (if appropriate).
4. Notwithstanding sub-clause (c) above, to the fullest extent permitted by applicable law, our total cumulative liability to you in connection with this Agreement, whether in contract or tort (including negligence) or otherwise, will not exceed AUD $500 per active matter in your account.
5. We have no liability to any of your clients (unless the client has a separate agreement with us) and you must fully indemnify us if your client brings a claim against us arising out of or relating to the Service provided to you under this Agreement.
6. Notwithstanding any other clause of this Agreement, to the extent permitted by law, we exclude all liability, including in tort (including negligence), contract and otherwise, for any loss of or damage to data or Content, loss of profits, loss of revenue, loss of privacy, damage to reputation and goodwill, and loss of business, and any consequential, indirect or special loss or damage.
7. Our liability under this Agreement will be reduced proportionally to the extent to which any loss was caused or contributed to by any negligence or other wrongful act or omission of you or your Users.

11. ASSIGNMENT

1. Either party may assign this Agreement on written notice to the other party in conjunction with the sale of all or substantially all of either party’s business or assets or in conjunction with a restructure or reorganisation of either party. All other assignments or novations of this Agreement must be with the consent of the other party.
2. You are not an agent or employee of us. We are not an agent or employee of you.
3. Nothing contained or implied in this Agreement means that you or a User is a partner, agent or legal representative of us for any purpose, or creates any partnership, agency or trust. You have no any authority to bind us in any way. Any relationship we have with you is as a service provider.

12. SURVIVAL

1. Without limiting any other provision of this agreement, clauses 2.6(b), 2.10(e) to (i), 2.11, 3(g), 3(i), 4.3(c), 4.4, 5, 8(c), 9(b), 9(e), 9(f), 10.2, 10.3, 14, 15 and 18, and any other clauses which should by their nature survive termination of this Agreement, survive termination or expiry of this Agreement for any reason.

13. NO UPTIME GUARANTEE

1. We do not guarantee 24 hours uptime of the Service.

14. NOTICES

1. Any notice, demand, consent or other communication (a Notice) given or made under this Agreement:
   
   1. must be in writing and signed by the sender or a person duly authorised by the sender;
   2. must be addressed and delivered to the intended recipient by prepaid post or by hand or email to the address or email address of the representative of the party as specified by you when you opened your account or for us as set out at the end of this Agreement, or as last notified by the intended recipient to the sender; and
   3. will be conclusively taken to be duly given or made when delivered, received or left at the above email address, or address.
2. If delivery or receipt occurs on a day that is not a Business Day or is later than 4pm (local time) at that place, it will be conclusively taken to have been duly given or made at the commencement of business on the next Business Day.
3. Notices must not be given by fax.

15. DISPUTE RESOLUTION

1. If any dispute arises in relation to the Service or this Agreement, you agree to:
   
   • First contact us to discuss.
   • If we are unable to resolve the matter within 10 Business Days of being notified, we will arrange a time for one of our senior representatives to contact you (or your senior representative) at a convenient time to discuss.
   • If we are unable to resolve the dispute between our senior representatives, the matter will be referred to mediation, with a mediator to be appointed by the Institute of Arbitrators and Mediators Australia.
   • If the dispute is not able to be resolved by mediation, the parties may agree to implement further alternative dispute resolution processes.
2. Nothing in this clause prevents a party from seeking urgent injunctive relief before an appropriate court.

16. OTHER AGREEMENTS AND AMENDMENTS

1. We may also have other agreements with you which apply in addition to this Agreement.
2. To the extent that there is any inconsistency between this Agreement and another agreement between you and us, this Agreement will prevail in relation to the Service unless the other agreement expressly states otherwise.
3. We may amend this Agreement such that the amendment takes effect only upon your decision to renew or not cancel your subscription.
4. We will notify you of any such amendments by e-mail or online posting or when you next use the Service.
5. We will notify you or publish such amendments on our website at least 20 Business Days before the amendment is to come into force.
6. An amendment will take effect at the start of the next subscription period which is at least 20 Business Days after notice given pursuant to clause 16(d). You agree to accept the amendment by renewing or not cancelling your subscription. If you do not agree with an amendment, you may reject the amendment by cancelling your subscription at the end of the current subscription period or not renewing your subscription.

17. MODERN SLAVERY

1. We warrant that we will throughout the term of this Agreement conduct our business (including our supply chain) in a manner that supports your compliance with all applicable modern slavery laws, statutes, regulations and codes from time to time in force that are applicable to you, including the Modern Slavery Act 2018 (Cth).
2. We will maintain records to trace the supply chain of all services provided to you under this Agreement.
3. We will notify you of any actual or suspected modern slavery in a supply chain which has a connection with this Agreement.

18. GENERAL

1. Each party agrees to do all things and execute all deeds, instruments, transfers or other documents as may be necessary or desirable to give full effect to the provisions of this Agreement.
2. This Agreement contains the entire agreement between the parties with respect to its subject matter.
3. Each party will be fully responsible to the other party for any Loss suffered arising from or in connection with the acts or omissions of its partners, sub-contractors, contractors, assigns and all their employees, as if they were the acts and omissions of the relevant party.
4. No failure to exercise or delay in exercising any right, power or remedy under this Agreement operates as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
5. The rights, powers and remedies provided to a party in this Agreement are in addition to, and do not exclude or limit, any right, power or remedy provided by law or equity or any agreement.
6. If we are required to give evidence, provide discovery or respond to a subpoena or court order regarding your Content or your use of Service, or regarding the Service in a dispute involving you or your client, we may charge you hourly fees at $400 per hour for doing so.
7. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction.
8. You have the right to negotiate this Agreement with us, and some people do so. Each party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement.
9. This Agreement and, to the extent permitted by law, all related matters including non-contractual matters, is governed by the laws of Victoria. In relation to such matters each party irrevocably accepts the non-exclusive jurisdiction of courts with jurisdiction in Victoria and waives any right to object to the venue on any ground.

19. DEFINITIONS AND INTERPRETATION

19.1 DEFINITIONS

The following definitions apply unless the context requires otherwise.

Business Days are Monday to Friday, not including public holidays in Melbourne, Australia.

Business Hours are 8am to 6pm on Business Days.

Commencement Date is the date that you subscribe online, or if your use is the subject of a signed written agreement, the date set out in that signed written agreement as the Commencement Date.

Confidential Information means all non-public business or technical information, in any form whether tangible or not, disclosed or communicated by a party to the other, or learnt or accessed by, or to which the other party is exposed as a result of entering into this Agreement.

Confidential Information does not include information which party can demonstrate by written records was:

1. already known to that party;
2. received by that party from a third party not under a duty of confidence; or
3. independently developed by that party by people who did not have access to the Confidential Information of the other party.

Content means content of matters and any documents, information, annotations and the like that has be uploaded or input to the Service.

Fees means the fees and charges you must pay for use of the Service.

Force Majeure Event affecting a party means a circumstance beyond the reasonable control of that party causing that party to be unable to observe or perform on time an obligation under this Agreement, including acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage, revolution and acts of war and war, general strikes (other than of its own staff), embargo, or power, water and other utility shortage.

An Insolvency Event occurs in respect of a person where:

1. a party ceases, suspends or threatens to cease or suspend the conduct of all or a substantial part of its business or disposes of or threatens to dispose of a substantial part of its assets;
2. a party becomes unable to pay its debts when they fall due, or stops or suspends or threatens to stop or suspend payment of all or a class of its debts;
3. a party becomes or is (including under legislation) deemed or presumed to be insolvent;
4. a party has a receiver, manager, administrator, administrative receiver or similar officer appointed in respect of it or the whole or any part of its assets or business;
5. any composition or arrangement is made with any one or more classes of its creditors;
6. except for the purpose of solvent amalgamation or reconstruction, an order, application or resolution is made, proposed or passed for its winding up, dissolution, administration or liquidation;
7. a party enters into liquidation whether compulsorily or voluntarily; or
8. any analogous or comparable event takes place in any jurisdiction.

Intellectual Property Rights means all industrial and intellectual property rights of any kind including but not limited to copyrights (including rights in computer software), trade marks, service marks, designs, patents, trade secrets, semi-conductor or circuit layout rights, trade, business, domain or company names, rights in Confidential Information, know how and other proprietary rights (whether or not any of these are registered and including any application, or right to apply, for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these, which may subsist anywhere in the world, but excludes moral rights, and similar personal rights, which by law are non-assignable.

Law means all applicable laws including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by laws, rules, regulatory principles, requirements and determinations, mandatory codes of conduct and standards, writs, orders, injunctions and judgments, and includes any Privacy Laws.

Loss means any claim, loss, damage, liability, cost, charge or expense (including legal expenses on a full indemnity basis), however arising, and whether present or future, fixed or unascertained, actual or contingent.

Personal Information has the meaning given to that term in the Privacy Act.

Personnel means, in respect of a person, any officer, employee, contractor, servant, agent, or other person under the person’s direct or indirect control and includes any subcontractors.

Privacy Laws means all legislation, principles, industry codes and policies, as amended or replaced from time to time, which relate to the collection, use, disclosure, storage or granting of access rights to Personal Information, and includes the Privacy Act 1988 (Cth) and the Spam Act 2003 (Cth).

Related Body Corporate has the meaning given to that term in section 9 of the Corporations Act.

User means a user of the Service including a user authorised by you to use the Service.

19.2 INTERPRETATION

Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise.

1. the singular includes the plural and conversely;
2. where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
3. a reference to a person includes any body corporate, unincorporated body or other entity and conversely;
4. a reference to any party to this Agreement or any other agreement or document includes the party’s successors and permitted assigns;
5. a reference to any agreement or document (including a reference to this Agreement) is to that agreement or document as amended, notated, supplemented, varied or replaced from time to time, where applicable, in accordance with this Agreement or that other agreement or document;
6. a reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it;
7. a reference to conduct includes any omissions, statement or undertaking, whether or not in writing;
8. a reference to includes, means includes without limitation; and
9. all references to $ are to Australian dollars, unless otherwise specified.