This agreement relates to all versions of the "EziComply" products which may include software and related documentation and information as well as any upgrades, improvements or patches provided to you by SSED Pty Ltd in relation to the relevant product (Product).
By using the Product you agree to accept and abide by the terms and conditions set out in this agreement as well as any intellectual property laws that apply to the Product or its use by you. You further agree to take all necessary steps to ensure that the terms and conditions of this agreement are not breached by any of your employees, consultants, agents, officers or contractors who use or have access to the Product.
SSED Pty Ltd grants to you a personal, limited, non-exclusive, non-transferable, non- assignable licence to use the Product on the terms and conditions set out in this agreement.
You must not modify, copy, distribute, adapt, transfer or sell the Product without the prior written approval of SSED Pty Ltd. You must not reverse engineer, rent, sub- licence, lease, loan, modify, decompile, disassemble, attempt to discover the source code of, or create derivative works based on, the Product, nor permit anyone else to do so.
SSED Pty Ltd owns all rights and protections (including any intellectual property rights) in the Product that may exist from time to time in Australia (or any other jurisdiction) under any applicable law regardless of whether or not such rights or protections are registered or perfected (Intellectual Property Rights). All Intellectual Property Rights in the Product as well as any improvements made to the Product or the Intellectual Property Rights remain vested in SSED Pty Ltd at all times (whether any improvements are made by you or otherwise) and you are not entitled to those rights at any time.
You agree to indemnify SSED Pty Ltd from and against:
This Agreement shall be governed by Australian Law and the State of Queensland shall have exclusive jurisdiction in connection herewith. Above will comply with all applicable laws under this jurisdiction.
If SSED Pty Ltd suspends the use of the Product by you because you have not paid the fees you agreed to pay SSED Pty Ltd, or because you have breached any other term of this agreement, you cannot make any claim (of any nature whatsoever) against SSED Pty Ltd for any loss or damage you incur or suffer as a result of that suspension.
To the fullest extent permitted by law, the Product is provided on an "as is" and "as available" basis without warranty, express or implied, of any kind or nature, including, but not limited to, any warranties of performance, merchantability or fitness for a particular purpose. SSED Pty Ltd does not warrant that the Product will be error-free, complete, correct or completely secure. By agreeing to the terms and conditions set out in this agreement you acknowledge that the performance of the Product relies upon the correct entry of data by you and SSED Pty Ltd is not liable to you for any loss or damage suffered by you as a result of the incorrect entry of, or the failure to enter any, data required to allow the Product to operate. Any samples or templates provided are intended as a guideline only. It is your responsibility to confirm and correct any content provided by SSED Pty Ltd.
SSED Pty Ltd will not be liable to you or any third party for any special, incidental, indirect or consequential damages of any kind, or for loss of use, data or profits or other categories of economic loss, whether or not SSED Pty Ltd had been advised of the possibility of such damages, and whether arising in contract, tort or otherwise, arising out of or in connection with the use of the Product. The liability of SSED Pty Ltd under this agreement or with respect to the Product, which cannot be lawfully excluded, is limited, at the option of SSED Pty Ltd, to the re-supply of the Product or the payment of the cost of having the Product re-supplied reduced to the extent that such liability is caused by your negligent acts and/or omissions and/or a breach by you of the terms of this agreement. Without limiting the above, the aggregate liability of SSED Pty Ltd for all claims arising out of, or otherwise in connection with, this agreement is limited to the Subscription Fees paid by you in the one (1) month preceding the relevant claim.
The term of this agreement will commence on the date you accept these terms and conditions and end 1 month after that date (Initial Term). Unless you advise SSED Pty Ltd in writing at least 14 days before the end of the Initial Term that you do not want to continue to use the Product, the term of this agreement will continue to apply on a month to month basis until you advise SSED Pty Ltd in writing that you no longer wish to use the Product.
Before SSED Pty Ltd allowed you to use the Product, you acknowledge that SSED Pty Ltd provided you with details of the fees you need to pay to continue with that use and that those fees need to be paid by you in order to allow you to continue to use the Product. As at the date of this agreement, the monthly subscription fee for the use of the Product starts at $15.00 per truck per month and $3.00 per trailer per month for the base system (exclusive of GST) (Subscription Fee) however this fee is subject to change as outlined below.
SSED Pty Ltd prefers that the Subscription Fees and all other fees be paid by credit card or a debit card. It is your responsibility to ensure that there are current details for a valid, working credit card or debit card with sufficient funds to pay for all fees charged to that card. If the Subscription Fee is paid by credit card or debit card, then the Subscription Fee must be paid on the 15th day of each month in arrears and which will be adjusted on a pro-rata basis on the first and last month of the term of this agreement.
If you wish to pay the Subscription Fee by cash or any other means other than by way of credit card or debit card, then you will be required to pay the Subscription Fee annually in advance.
An initial payment is required for the setup/other costs to commence your subscription. The first monthly payment will be debited in the month that the Product is available for your use.
Unfortunately, it is necessary to review the Subscription Fees and to increase them from time to time (Typically CPI). If SSED Pty Ltd needs to increase their fees for any reason, SSED Pty Ltd will provide you with notice of the change in the Subscription Fees. SSED Pty Ltd understands that an increase in the Subscription Fees impacts on your operation and because of this it will not ask you to pay any increased amount until 14 days after SSED Pty Ltd advise you of the proposed increase. After that period the new fees will apply to your use of the Product.
If you do not pay any fees SSED Pty Ltd asks you to pay to use the Product by the due date, SSED Pty Ltd may:
suspend your right to use the Product by switching the Product to read only mode; and/or
terminate this agreement.
If You do not pay any amount due under this agreement by the due date, then if demanded by SSED Pty Ltd, you must pay a late payment fee and any other any fees, costs, expenses or charges incurred by SSED Pty Ltd as a result of that non-payment (including legal costs).
SSED Pty Ltd can terminate this agreement immediately if you:
do not pay any money owed by the due date;
if you breach any other term of this agreement and do not remedy that breach to the
satisfaction of SSED Pty Ltd within 7 days of being requested to do so; or
become subject to bankruptcy, administration, liquidation, receivership or any other
form of insolvency event.
Upon the termination of this agreement, all amounts payable to SSED Pty Ltd for the remainder of the Initial Term (if applicable) and any other fees and charges payable to SSED Pty Ltd under this agreement will become immediately due and payable. Upon such termination, you will no longer be entitled to use the Product under any circumstances without the prior approval of SSED Pty Ltd.
SSED Pty Ltd will not be liable for delays or any failure provide the Product or to perform the services under this agreement due to any circumstance beyond the control of SSED Pty Ltd, including acts of God, attacks by third parties, strikes, lockouts, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, electrical surge, issues arising due to malicious code or failure from internet service providers or third party providers.
SSED Pty Ltd may assign, sub-contract, transfer or otherwise dispose its rights and obligations under this agreement by notice in writing to you. You must not assign or transfer any of your rights and/or obligations under this agreement without the prior written approval of SSED Pty Ltd. Any notices under these terms and conditions may be served on you via email or post. If any term of this agreement is illegal or otherwise unenforceable, it will be deemed to be severed from this agreement, and all other terms of this agreement will remain in full force and effect.
SSED Pty Ltd, at all times, will respect your privacy with respect your use of the Product. However, you agree that SSED Pty Ltd can do the following things in relation to your use of EziComply without informing you that it is doing so on each occasion:
If SSED Pty Ltd receives any form of order from any governmental or regulatory authority or Court to provide the information you have stored on the Product, then it will do so at your cost. You agree to pay SSED Pty Ltd for all fees and charges in connection with providing that information to the relevant authority or Court. Otherwise, SSED Pty Ltd will only release the data you have submitted into the Product with your written authority.
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